Loans and Allowance for Credit Losses | NOTE 3: Loans and Allowance for Credit Losses Classes of loans are summarized as follows: (dollars in thousands) June 30, 2023 June 30, 2022 Real Estate Loans: Residential $ 1,133,417 $ 904,160 Construction 550,052 258,072 Commercial 1,562,379 1,146,673 Consumer loans 133,515 92,996 Commercial loans 599,030 441,598 3,978,393 2,843,499 Loans in process (359,196) (123,656) Deferred loan fees, net (299) (453) Allowance for credit losses (47,820) (33,192) Total loans $ 3,571,078 $ 2,686,198 The Company’s lending activities consist of origination of loans secured by mortgages on one- to four-family residences and commercial and agricultural real estate, construction loans on residential and commercial properties, commercial and agricultural business loans and consumer loans. At June 30, 2023, the Bank had purchased participation interests in 86 loans totaling $155.6 million, as compared to 31 loans totaling $70.0 million at June 30, 2022, with the increase due primarily to participations acquired in the Citizens merger. Residential Mortgage Lending. The Company also originates loans secured by multi-family residential properties that are often located outside the Company’s primary lending area but made to borrowers who operate within our primary market area. The majority of the multi-family residential loans that are originated by the Company are amortized over periods generally up to 25 years, with balloon maturities typically up to ten years. Both fixed and adjustable interest rates are offered and it is typical for the Company to include an interest rate “floor” and “ceiling” in the loan agreement. Generally, multi-family residential loans do not exceed 85% of the lower of the appraised value or purchase price of the secured property. General risks related to multi-family residential lending include rental demand and supply, rental rates, and vacancies, as well as collateral values and borrower leverage. Commercial Real Estate Lending. Most commercial real estate loans originated by the Company generally are based on amortization schedules of up to 25 years with monthly principal and interest payments. Generally, the interest rate received on these loans is fixed for a maturity for up to ten years, with a balloon payment due at maturity. Alternatively, for some loans, the interest rate adjusts at least annually after an initial period up to seven years. The Company typically includes an interest rate “floor” in the loan agreement. Generally, improved commercial real estate loan amounts do not exceed 80% of the lower of the appraised value or the purchase price of the secured property. Agricultural real estate terms offered differ slightly, with amortization schedules of up to 25 years with an 80% loan-to-value ratio, or 30 years with a 75% loan-to-value ratio. Construction Lending. six 12 While the Company typically utilizes relatively short maturity periods to closely monitor the inherent risks associated with construction loans for these loans, weather conditions, change orders, availability of materials and/or labor, and other factors may contribute to the lengthening of a project, thus necessitating the need to renew the construction loan at the balloon maturity. Such extensions are typically executed in incremental three month periods to facilitate project completion. The Company’s average term of construction loans is approximately 12 months. During construction, loans typically require monthly interest only payments which may allow the Company an opportunity to monitor for early signs of financial difficulty should the borrower fail to make a required monthly payment. Additionally, during the construction phase, the Company typically performs interim inspections which further provide the Company an opportunity to assess risk. At June 30, 2023, construction loans outstanding included 53 loans, totaling $33.4 million, for which a modification had been agreed to. At June 30, 2022, construction loans outstanding included 57 loans, totaling $13.8 million, for which a modification had been agreed to. In general, these modifications were solely for the purpose of extending the maturity date due to conditions described above, pursuant to the Company’s normal underwriting and monitoring procedures. As these modifications were not executed due to financial difficulty on the part of the borrower, they were not accounted for as troubled debt restructurings (TDRs). Consumer Lending Home equity lines of credit (HELOCs) are secured with a deed of trust and are issued up to 90% of the appraised or assessed value of the property securing the line of credit, less the outstanding balance on the first mortgage and are typically issued for a term of ten years. Interest rates on the HELOCs are generally adjustable. Interest rates are based upon the loan-to-value ratio of the property with better rates given to borrowers with more equity. Risks related to HELOC lending generally include the stability of borrower income and collateral values. Automobile loans originated by the Company include both direct loans and a smaller amount of loans originated by auto dealers. The Company generally pays a negotiated fee back to the dealer for indirect loans. Typically, automobile loans are made for terms of up to 66 months for new and used vehicles. Loans secured by automobiles have fixed rates and are generally made in amounts up to 100% of the purchase price of the vehicle. Risks to automobile and other consumer lending generally include the stability of borrower income and borrower willingness to repay. Commercial Business Lending Allowance for Credit Losses compared to less than one basis point (annualized) during the same period of the prior fiscal year. Specifically, management considered the following primary items in its estimate of the ACL: ● economic conditions and projections as provided by Moody’s Analytics, including baseline and downside scenarios, were utilized in the Company’s estimate at June 30, 2023. Economic factors considered in the projections included national and state levels of unemployment, and national and state rates of inflation-adjusted growth in the gross domestic product. Economic conditions are considered to be a moderate and stable risk factor, relative to June 30, 2022; ● the pace of growth of the Company’s loan portfolio, exclusive of acquisitions or government guaranteed loans, relative to overall economic growth. This measure is considered to be a moderate and increasing risk factor, relative to June 30, 2022; ● levels and trends for loan delinquencies nationally and in the region. This measure as reported remains relatively stable, and the level of uncertainty about loan delinquencies is considered to be diminishing. This is considered to be a moderate and stable risk factor, relative to June 30, 2022; ● exposure to the hotel industry, in particular, metropolitan area hotels which were negatively impacted by activity restrictions and a lack of business or convention-related travel. This is considered to be an elevated and stable risk factor, relative to June 30, 2022. PCD Loans. The fair value of acquired loans recorded at the time of acquisition is based upon several factors, including the timing and payment of expected cash flows, as adjusted for estimated credit losses and prepayments, and then discounting these cash flows using comparable market rates. The resulting fair value adjustment is recorded in the form of a premium or discount to the unpaid principal balance of the respective loans. As it relates to acquired loans that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination (“PCD”), the net premium or net discount is adjusted to reflect the Company’s allowance for credit losses recorded for PCD loans at the time of acquisition, and the remaining fair value adjustment is accreted or amortized into interest income over the remaining life of the respective loans. As it relates to loans not classified as PCD (“non-PCD”) loans, the credit loss and yield components of their fair value adjustment are aggregated, and the resulting net premium or net discount is accreted or amortized into interest income over the remaining life of the respective loans. The Company records an ACL for non-PCD loans at the time of acquisition through provision expense, and therefore, no further adjustments are made to the net premium or net discount for non-PCD loans. Loans that the Company acquired from Citizens and Fortune that, at the time of acquisition, had more-than-insignificant deterioration of credit quality since origination are classified as PCD loans and presented in the table below at acquisition carrying value: (dollars in thousands) January 20, 2023 PCD Loans - Citizens Purchase price of PCD loans at acquisition $ 27,481 Allowance for credit losses at acquisition (1,121) Fair value of PCD loans at acquisition $ 26,360 (dollars in thousands) February 25, 2022 PCD Loans - Fortune Purchase price of PCD loans at acquisition $ 15,055 Allowance for credit losses at acquisition (120) Fair value of PCD loans at acquisition $ 14,935 The following tables present the balance in the ACL and the recorded investment in loans (excluding loans in process and deferred loan fees) based on portfolio segment as of June 30, 2023 and 2022, and activity in the ACL for the fiscal years ended June 30, 2023, 2022, and 2021: (dollars in thousands) Residential Construction Commercial June 30, 2023 Real Estate Real Estate Real Estate Consumer Commercial Total Allowance for credit losses: Balance, beginning of period $ 8,908 $ 2,220 $ 16,838 $ 710 $ 4,516 $ 33,192 Initial ACL on PCD loans 96 12 628 164 221 1,121 Provision charged to expense 6,655 432 5,605 334 1,105 14,131 Losses charged off (19) — (245) (327) (82) (673) Recoveries 1 — 12 28 8 49 Balance, end of period $ 15,641 $ 2,664 $ 22,838 $ 909 $ 5,768 $ 47,820 (dollars in thousands) Residential Construction Commercial June 30, 2022 Real Estate Real Estate Real Estate Consumer Commercial Total Allowance for credit losses: Balance, beginning of period $ 11,192 $ 2,170 $ 14,535 $ 916 $ 4,409 $ 33,222 Impact of CECL adoption 23 4 52 — 41 120 Provision (benefit) charged to expense (2,238) 46 2,251 (205) 80 (66) Losses charged off (72) — — (65) (16) (153) Recoveries 3 — — 64 2 69 Balance, end of period $ 8,908 $ 2,220 $ 16,838 $ 710 $ 4,516 $ 33,192 (dollars in thousands) Residential Construction Commercial June 30, 2021 Real Estate Real Estate Real Estate Consumer Commercial Total Allowance for credit losses: Balance, beginning of period $ 4,875 $ 2,010 $ 12,132 $ 1,182 $ 4,940 $ 25,139 Impact of CECL adoption 3,521 (121) 3,856 1,065 1,012 9,333 Provision (benefit) charged to expense 2,973 281 (1,364) (1,232) (1,260) (602) Losses charged off (180) — (90) (146) (318) (734) Recoveries 3 — 1 47 35 86 Balance, end of period $ 11,192 $ 2,170 $ 14,535 $ 916 $ 4,409 $ 33,222 The following tables present the balance in the allowance for off-balance credit exposure based on portfolio segment as of June 30, 2023 and 2022, and activity in allowance for the fiscal years ended June 30, 2023, 2022 and 2021: (dollars in thousands) Residential Construction Commercial June 30, 2023 Real Estate Real Estate Real Estate Consumer Commercial Total Allowance for off-balance sheet credit exposure: Balance, beginning of period $ 58 $ 2,178 $ 421 $ 61 $ 640 $ 3,358 Provision charged to expense 13 2,631 54 12 220 2,930 Balance, end of period $ 71 $ 4,809 $ 475 $ 73 $ 860 $ 6,288 (dollars in thousands) Residential Construction Commercial June 30, 2022 Real Estate Real Estate Real Estate Consumer Commercial Total Allowance for off-balance sheet credit exposure: Balance, beginning of period $ 37 $ 502 $ 188 $ 218 $ 860 $ 1,805 Provision (benefit) charged to expense 21 1,676 233 (157) (220) 1,553 Balance, end of period $ 58 $ 2,178 $ 421 $ 61 $ 640 $ 3,358 (dollars in thousands) Residential Construction Commercial June 30, 2021 Real Estate Real Estate Real Estate Consumer Commercial Total Allowance for off-balance sheet credit exposure: Balance, beginning of period $ 19 $ 769 $ 172 $ 153 $ 846 $ 1,959 Impact of CECL adoption 35 (167) 95 197 108 268 Provision (benefit) charged to expense (17) (100) (79) (132) (94) (422) Balance, end of period $ 37 $ 502 $ 188 $ 218 $ 860 $ 1,805 Credit Quality Indicators Watch Special Mention Substandard Doubtful Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be Pass A periodic review of selected credits (based on loan size and type) is conducted to identify loans with heightened risk or probable losses and to assign risk grades. The primary responsibility for this review rests with loan administration personnel. This review is supplemented with periodic examinations of both selected credits and the credit review process by the Company’s internal audit function and applicable regulatory agencies. The information from these reviews assists management in the timely identification of problems and potential problems and provides a basis for deciding whether the credit continues to share similar risk characteristics with collectively evaluated loan pools, or whether credit losses for the loan should be evaluated on an individual loan basis. The following table presents the credit risk profile of the Company’s loan portfolio (excluding loans in process and deferred loan fees) based on rating category and year of origination as of June 30, 2023. This table includes PCD loans, which are reported according to risk categorization after acquisition based on the Company’s standards for such classification: (dollars in thousands) Revolving June 30, 2023 2022 2021 2020 2019 Prior loans Total Residential Real Estate Pass $ 328,142 $ 312,853 $ 252,077 $ 103,735 $ 25,651 $ 96,035 $ 9,100 $ 1,127,593 Watch 1,214 1,136 616 108 198 27 5 3,304 Special Mention — — — — — — — — Substandard 837 316 510 — — 857 — 2,520 Doubtful — — — — — — — — Total Residential Real Estate $ 330,193 $ 314,305 $ 253,203 $ 103,843 $ 25,849 $ 96,919 $ 9,105 $ 1,133,417 Construction Real Estate Pass $ 124,479 $ 50,011 $ 10,946 $ 3,190 $ — $ — $ 941 $ 189,567 Watch 280 — — — — — — 280 Special Mention — — — — — — — — Substandard 330 679 — — — — — 1,009 Doubtful — — — — — — — — Total Construction Real Estate $ 125,089 $ 50,690 $ 10,946 $ 3,190 $ — $ — $ 941 $ 190,856 Commercial Real Estate Pass $ 462,643 $ 474,140 $ 279,921 $ 89,272 $ 74,653 $ 83,871 $ 37,443 $ 1,501,943 Watch 8,122 5,382 163 3,879 — 117 — 17,663 Special Mention 2,940 — — — — — — 2,940 Substandard 7,690 26,465 2,425 288 473 1,735 757 39,833 Doubtful — — — — — — — — Total Commercial Real Estate $ 481,395 $ 505,987 $ 282,509 $ 93,439 $ 75,126 $ 85,723 $ 38,200 $ 1,562,379 Consumer Pass $ 36,003 $ 14,530 $ 5,446 $ 1,692 $ 717 $ 1,379 $ 73,225 $ 132,992 Watch 71 — 62 — — — — 133 Special Mention — — — — — — — — Substandard 33 2 1 — — 41 313 390 Doubtful — — — — — — — — Total Consumer $ 36,107 $ 14,532 $ 5,509 $ 1,692 $ 717 $ 1,420 $ 73,538 $ 133,515 Commercial Pass $ 138,500 $ 83,011 $ 71,054 $ 10,723 $ 6,239 $ 10,657 $ 272,710 $ 592,894 Watch 698 211 91 3 — — 2,549 3,552 Special Mention — — — — — — — — Substandard 860 329 128 184 175 574 334 2,584 Doubtful — — — — — — — — Total Commercial $ 140,058 $ 83,551 $ 71,273 $ 10,910 $ 6,414 $ 11,231 $ 275,593 $ 599,030 Total Loans Pass $ 1,089,767 $ 934,545 $ 619,444 $ 208,612 $ 107,260 $ 191,942 $ 393,419 $ 3,544,989 Watch 10,385 6,729 932 3,990 198 144 2,554 24,932 Special Mention 2,940 — — — — — — 2,940 Substandard 9,750 27,791 3,064 472 648 3,207 1,404 46,336 Doubtful — — — — — — — — Total $ 1,112,842 $ 969,065 $ 623,440 $ 213,074 $ 108,106 $ 195,293 $ 397,377 $ 3,619,197 At June 30, 2023, PCD loans comprised $37.4 million of credits rated “Pass”; $12.7 million of credits rated “Watch”; none rated “Special Mention”; $6.3 million of credits rated “Substandard”; and none rated “Doubtful”. The following table presents the credit risk profile of the Company’s loan portfolio (excluding loans in process and deferred loan fees) based on rating category and year of origination as of June 30, 2022. This table includes PCD loans, which are reported according to risk categorization after acquisition based on the Company’s standards for such classification: (dollars in thousands) Revolving June 30, 2022 2021 2020 2019 2018 Prior loans Total Residential Real Estate Pass $ 380,502 $ 295,260 $ 118,464 $ 19,383 $ 22,143 $ 58,545 $ 6,074 $ 900,371 Watch 44 242 1,083 56 — 30 — 1,455 Special Mention — — — — — — — — Substandard 266 918 87 440 18 605 — 2,334 Doubtful — — — — — — — — Total Residential Real Estate $ 380,812 $ 296,420 $ 119,634 $ 19,879 $ 22,161 $ 59,180 $ 6,074 $ 904,160 Construction Real Estate Pass $ 100,114 $ 34,082 $ — $ — $ — $ — $ 220 $ 134,416 Watch — — — — — — — — Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total Construction Real Estate $ 100,114 $ 34,082 $ — $ — $ — $ — $ 220 $ 134,416 Commercial Real Estate Pass $ 487,486 $ 284,736 $ 105,893 $ 71,380 $ 51,804 $ 78,115 $ 23,669 $ 1,103,083 Watch 4,763 769 1,818 — 668 2,000 548 10,566 Special Mention 9,297 — — — — — — 9,297 Substandard 22,086 481 140 13 22 93 65 22,900 Doubtful 827 — — — — — — 827 Total Commercial Real Estate $ 524,459 $ 285,986 $ 107,851 $ 71,393 $ 52,494 $ 80,208 $ 24,282 $ 1,146,673 Consumer Pass $ 28,519 $ 10,989 $ 3,662 $ 1,524 $ 916 $ 676 $ 46,521 $ 92,807 Watch 21 71 — — — — — 92 Special Mention — — — — — — — — Substandard 23 6 4 — 10 31 23 97 Doubtful — — — — — — — — Total Consumer $ 28,563 $ 11,066 $ 3,666 $ 1,524 $ 926 $ 707 $ 46,544 $ 92,996 Commercial Pass $ 111,370 $ 93,906 $ 20,795 $ 10,496 $ 3,253 $ 7,612 $ 190,235 $ 437,667 Watch 1,319 194 38 6 — 186 1,206 2,949 Special Mention — — — — — — — — Substandard 295 11 — 186 — 167 323 982 Doubtful — — — — — — — — Total Commercial $ 112,984 $ 94,111 $ 20,833 $ 10,688 $ 3,253 $ 7,965 $ 191,764 $ 441,598 Total Loans Pass $ 1,107,991 $ 718,973 $ 248,814 $ 102,783 $ 78,116 $ 144,948 $ 266,719 $ 2,668,344 Watch 6,147 1,276 2,939 62 668 2,216 1,754 15,062 Special Mention 9,297 — — — — — — 9,297 Substandard 22,670 1,416 231 639 50 896 411 26,313 Doubtful 827 — — — — — — 827 Total $ 1,146,932 $ 721,665 $ 251,984 $ 103,484 $ 78,834 $ 148,060 $ 268,884 $ 2,719,843 At June 30, 2022, PCD loans comprised $23.1 million of credits rated “Pass”; $4.7 million of credits rated “Watch”; none rated “Special Mention”; $1.1 million of credits rated “Substandard”; and none rated “Doubtful”. Past Due Loans. Greater Than Greater Than 90 30-59 Days 60-89 Days 90 Days Total Total Loans Days Past Due (dollars in thousands) Past Due Past Due Past Due Past Due Current Receivable and Accruing June 30, 2023 Real Estate Loans: Residential $ 1,984 $ 401 $ 483 $ 2,868 $ 1,130,549 $ 1,133,417 $ 109 Construction 443 311 698 1,452 189,404 190,856 — Commercial 616 1,854 1,580 4,050 1,558,329 1,562,379 — Consumer loans 456 124 212 792 132,723 133,515 — Commercial loans 713 77 789 1,579 597,451 599,030 — Total loans $ 4,212 $ 2,767 $ 3,762 $ 10,741 $ 3,608,456 $ 3,619,197 $ 109 Greater Than Greater Than 90 30-59 Days 60-89 Days 90 Days Total Total Loans Days Past Due (dollars in thousands) Past Due Past Due Past Due Past Due Current Receivable and Accruing June 30, 2022 Real Estate Loans: Residential $ 1,402 $ — $ 1,064 $ 2,466 $ 901,694 $ 904,160 $ — Construction — — — — 134,416 134,416 — Commercial 416 615 288 1,319 1,145,354 1,146,673 — Consumer loans 340 45 57 442 92,554 92,996 — Commercial loans 274 72 13 359 441,239 441,598 — Total loans $ 2,432 $ 732 $ 1,422 $ 4,586 $ 2,715,257 $ 2,719,843 $ — At June 30, 2023 and 2022 there were no PCD loans that were greater than 90 days past due. Loans that experience insignificant payment delays and payment shortfalls generally are not adversely classified or determined to not share similar risk characteristics with collectively evaluated pools of loans for determination of the ACL estimate. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Significant payment delays or shortfalls may lead to a determination that a loan should be individually evaluated for estimated credit losses. Collateral-dependent Loans. Amortized cost basis of (dollars in thousands) loans determined to be Related allowance June 30, 2023 collateral dependent for credit losses Residential real estate loans 1- to 4-family residential loans $ 6,376 $ 901 Total loans $ 6,376 $ 901 Amortized cost basis of (dollars in thousands) loans determined to be Related allowance June 30, 2022 collateral dependent for credit losses Residential real estate loans 1- to 4-family residential loans $ 864 $ 193 Total loans $ 864 $ 193 Nonaccrual Loans (dollars in thousands) June 30, 2023 June 30, 2022 Residential real estate $ 934 $ 1,647 Construction real estate 698 — Commercial real estate 4,564 2,259 Consumer loans 256 73 Commercial loans 1,091 139 Total loans $ 7,543 $ 4,118 At June 30, 2023, there were no nonaccrual loans individually evaluated for which no ACL was recorded. Interest income recognized on nonaccrual loans in the periods ended June 30, 2023 and 2022, was immaterial. Troubled Debt Restructurings During fiscal 2023, there were no loans modified as TDRs. During fiscal 2022, there were six loans modified as TDRs totaling $24.5 million. Performing loans classified as TDRs at June 30, 2023 and June 30, 2022 segregated by class, are shown in the table below. Nonperforming TDRs are shown in nonaccrual loans. June 30, 2023 June 30, 2022 Number of Recorded Number of Recorded (dollars in thousands) modifications Investment modifications Investment Residential real estate 10 $ 3,438 11 $ 3,625 Construction real estate — — — — Commercial real estate 6 24,017 8 25,132 Consumer loans — — — — Commercial loans 6 2,310 8 1,849 Total 22 $ 29,765 27 $ 30,606 Real Estate Foreclosures Following is a summary of loans to executive officers, directors, significant shareholders and their affiliates held by the Company at June 30, 2023 and 2022, respectively: June 30, (dollars in thousands) 2023 2022 Beginning Balance $ 10,614 $ 10,624 Additions 6,374 6,393 Repayments (7,223) (6,403) Change in related party 782 — Ending Balance $ 10,547 $ 10,614 |