LOANS AND ALLOWANCE FOR CREDIT LOSSES | 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES The composition of the loan portfolio follows: December 31, (in thousands) 2022 2021 Traditional Banking: Residential real estate: Owner occupied $ 911,427 $ 820,731 Nonowner occupied 321,358 306,323 Commercial real estate 1,599,510 1,456,009 Construction & land development 153,875 129,337 Commercial & industrial 408,407 340,363 Paycheck Protection Program 4,980 56,014 Lease financing receivables 10,505 8,637 Aircraft 179,785 142,894 Home equity 241,739 210,578 Consumer: Credit cards 15,473 14,510 Overdrafts 726 683 Automobile loans 6,731 14,448 Other consumer 626 1,432 Total Traditional Banking 3,855,142 3,501,959 Warehouse lines of credit* 403,560 850,550 Total Core Banking 4,258,702 4,352,509 Republic Processing Group*: Tax Refund Solutions: Refund Advances 97,505 — Other TRS commercial & industrial loans 51,767 50,987 Republic Credit Solutions 107,828 93,066 Total Republic Processing Group 257,100 144,053 Total loans** 4,515,802 4,496,562 Allowance for credit losses (70,413) (64,577) Total loans, net $ 4,445,389 $ 4,431,985 * Identifies loans to borrowers located primarily outside of the Bank’s market footprint. ** Total loans are presented inclusive of premiums, discounts and net loan origination fees and costs. See table directly below for expanded detail. The following table reconciles the contractually receivable and carrying amounts of loans as of December 31, 2022 and 2021: December 31, (in thousands) 2022 2021 Contractually receivable $ 4,519,136 $ 4,498,671 Unearned income (835) (542) Unamortized premiums 99 116 Unaccreted discounts (479) (641) PPP net unamortized deferred origination (fees) and costs (91) (1,203) Other net unamortized deferred origination (fees) and costs (2,028) 161 Carrying value of loans $ 4,515,802 $ 4,496,562 Paycheck Protection Program The CARES Act was enacted in March 2020 and provided for the SBA’s PPP, which allowed the Bank to lend to its qualifying small business clients to assist them in their efforts to meet their cash-flow needs during the COVID-19 pandemic. The Economic Aid Act was enacted in December 2020 and provided for a second round of PPP loans. PPP loans are fully backed by the SBA and may be entirely forgiven if the loan client uses loan funds for qualifying reasons. As of December 31, 2022, net PPP loans of $5 million remained on the Core Bank’s balance sheet with $91,000 of yet-to-be-earned PPP lender fees reported as a credit offset to these originated balances. To provide liquidity to banks administering the SBA’s PPP, the FRB created the PPPLF, a liquidity facility secured by the PPP loans of the participating banks. As of December 31, 2022, the Bank had Credit Quality Indicators Bank procedures for assessing and maintaining credit gradings are the same whether a new or renewed loan is being underwritten, or whether an existing loan is being re-evaluated for potential credit quality concerns. The latter usually occurs upon receipt of updated financial information, or other pertinent data, which triggers a review in the loan grade. Specific Bank procedures follow: ● For new and renewed C&I, CRE and C&D loans, the Bank’s CCAD scores and assigns the credit quality grade to the loan. ● Commercial loan officers are responsible for monitoring their respective loan portfolios and reporting any adverse material changes to senior management. When circumstances warrant a review and possible change in the credit quality grade, loan officers are required to notify the Bank’s CCAD or Special Asset division (under certain deteriorating circumstances). ● The Special Asset area of the Bank monitors throughout the month the status of all past due loans and classified loans with the respective commercial officers. These meetings are designed to give loan officers an opportunity to identify other existing loans that should be downgraded as well. ● Monthly, members of Executive Management along with managers of Commercial Lending, CCAD, Accounting, Special Assets and Retail Collections attend a Special Asset Committee meeting. The SAC reviews all loans for the Bank graded Special Mention or worse or loans potentially subject to downgrade into these classifications and discusses the relative trends and current status of these assets. In addition, the SAC reviews all classified and potentially classified residential real estate and home equity loans. SAC also reviews the actions taken by management regarding credit-quality grades, foreclosure mitigation, loan extensions, deferrals or forbearance, troubled debt restructurings, and collateral repossessions. Based on the information reviewed in this meeting, the SAC approves all specific loan loss allocations to be recognized by the Bank within the ACLL analysis. ● All new and renewed warehouse lines of credit are approved by the Executive Loan Committee. The credit area of the Warehouse Lending division initially recommends the credit quality grade for warehouse facilities to ELC, of which ELC may approve or amend. The Bank’s internal loan review department is the final authority on a loan’s grade and reviews all approved loan grades, which they may approve or amend based on their independent review. Monthly, the CLO reviews warehouse lending activity including data associated with the underlying collateral to the warehouse facilities, i.e., the mortgage loans associated with the balances drawn. Key performance indicators monitored include average days outstanding for each draw, average FICO credit report score for the underlying collateral, average LTV for the underlying collateral and other factors deemed relevant. On at least an annual basis, the Bank’s internal loan review department analyzes all individual loans with outstanding balances greater than $1 million that are internally classified as “Special Mention,” “ Substandard Doubtful The Bank categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, public information, and current economic trends. The Bank also considers the fair value of the underlying collateral and the strength and willingness of the guarantor(s). The Bank analyzes loans individually, and based on this analysis, establishes a credit risk rating. The Bank uses the following definitions for risk ratings: Risk Grade 1 — Excellent (Pass): Risk Grade 2 — Good (Pass): or otherwise backed by the full faith and credit of the U.S. government or an agency thereof, such as the Small Business Administration; or loans to publicly held companies with current long-term debt ratings of Baa or better. Risk Grade 3 — Satisfactory (Pass): Risk Grade 4 — Satisfactory/Monitored (Pass): Risk Grade 5 — Special Mention: Purchased with Credit Deterioration Loans — Group 1: Purchased with Credit Deterioration Loans — Substandard: Risk Grade 6 — Substandard: ● Loans that possess a defined credit weakness. The likelihood that a loan will be paid from the primary source of repayment is uncertain. Financial deterioration is under way and very close attention is warranted to ensure that the loan is collected without loss. ● Loans are inadequately protected by the current net worth and paying capacity of the obligor. ● The primary source of repayment is gone, and the Bank is forced to rely on a secondary source of repayment, such as collateral liquidation or guarantees. ● Loans have a distinct possibility that the Bank will sustain some loss if deficiencies are not corrected. ● Unusual courses of action are needed to maintain a high probability of repayment. ● The borrower is not generating enough cash flow to repay loan principal; however, it continues to make interest payments. ● The Bank is forced into a subordinated or unsecured position due to flaws in documentation. ● The Bank is seriously contemplating foreclosure or legal action due to the apparent deterioration in the loan. ● There is significant deterioration in market conditions to which the borrower is highly vulnerable. Risk Grade 7 — Doubtful: ● Loans have all of the weaknesses of those classified as Substandard. However, based on existing conditions, these weaknesses make full collection of principal highly improbable. ● The primary source of repayment is gone, and there is considerable doubt as to the quality of the secondary source of repayment. ● The possibility of loss is high but because of certain important pending factors, which may strengthen the loan, loss classification is deferred until the exact status of repayment is known. Risk Grade 8 — Loss: For all real estate and consumer loans, including small-dollar RPG loans, which do not meet the scope above, the Bank uses a grading system based on delinquency and nonaccrual status. Loans that are 80 days or more past due or on nonaccrual are graded Substandard. Occasionally, a real estate loan below scope may be graded as “Special Mention” or “Substandard” if the loan is cross collateralized with a classified C&I or CRE loan. Purchased loans are accounted for as any other Bank-originated loan, potentially becoming nonaccrual, as well as being risk rated under the Bank’s standard practices and procedures. In addition, these loans are considered in the determination of the ACLL once day-one fair values are final. Management separately monitors PCD, formerly PCI, loans and no less than quarterly reviews them against the factors and assumptions used in determining day-one fair values. In addition to its quarterly evaluation, a PCD loan is typically reviewed when it is modified or extended, or when information becomes available to the Bank that provides additional insight regarding the loan’s performance, the status of the borrower, or the quality or value of the underlying collateral. If a troubled debt restructuring is performed on a PCD loan, the loan is transferred out of the PCD population. The loan may require an additional Provision if its restructured cash flows are less than management’s initial day-one expectations. PCD loans for which the Bank simply chooses to extend the maturity date are generally not considered TDRs and remain in the PCD population. The following tables include loans by segment, risk category, and, for non-revolving loans, origination year. Regarding origination year, loan extensions and renewals are generally considered originated in the year extended or renewed unless the loan is classified as Revolving Loans Revolving Loans (in thousands) Term Loans Amortized Cost Basis by Origination Year Amortized Converted As of December 31, 2022 2022 2021 2020 2019 Prior Cost Basis to Term Total Residential real estate owner occupied: Risk Rating Pass or not rated $ 231,638 $ 189,495 $ 188,004 $ 71,306 $ 208,296 $ — $ — $ 888,739 Special Mention — 160 — — 7,240 — — 7,400 Substandard 1,230 1,103 1,501 1,460 9,994 — — 15,288 Doubtful — — — — — — — — Total $ 232,868 $ 190,758 $ 189,505 $ 72,766 $ 225,530 $ — $ — $ 911,427 Residential real estate nonowner occupied: Risk Rating Pass or not rated $ 78,337 $ 91,778 $ 55,058 $ 32,803 $ 57,053 $ — $ 6,147 $ 321,176 Special Mention — — — — 32 — — 32 Substandard — 30 — — 120 — — 150 Doubtful — — — — — — — — Total $ 78,337 $ 91,808 $ 55,058 $ 32,803 $ 57,205 $ — $ 6,147 $ 321,358 Commercial real estate: Risk Rating Pass or not rated $ 451,327 $ 394,317 $ 210,055 $ 117,928 $ 253,213 $ 25,499 $ 99,791 $ 1,552,130 Special Mention 3,124 11,870 — 21,296 9,967 318 — 46,575 Substandard — — — — 805 — — 805 Doubtful — — — — — — — — Total $ 454,451 $ 406,187 $ 210,055 $ 139,224 $ 263,985 $ 25,817 $ 99,791 $ 1,599,510 Construction and land development: Risk Rating Pass or not rated $ 107,153 $ 43,289 $ 638 $ 641 $ 373 $ 1,781 $ — $ 153,875 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total $ 107,153 $ 43,289 $ 638 $ 641 $ 373 $ 1,781 $ — $ 153,875 Commercial and industrial: Risk Rating Pass or not rated $ 116,483 $ 78,224 $ 17,171 $ 36,254 $ 36,367 $ 103,257 $ 4,865 $ 392,621 Special Mention 536 13,239 — — 1,756 255 — 15,786 Substandard — — — — — — — — Doubtful — — — — — — — — Total $ 117,019 $ 91,463 $ 17,171 $ 36,254 $ 38,123 $ 103,512 $ 4,865 $ 408,407 Paycheck Protection Program: Risk Rating Pass or not rated $ — $ 4,207 $ 773 $ — $ — $ — $ — $ 4,980 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total $ — $ 4,207 $ 773 $ — $ — $ — $ — $ 4,980 Lease financing receivables: Risk Rating Pass or not rated $ 5,469 $ 1,964 $ 542 $ 1,548 $ 982 $ — $ — $ 10,505 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total $ 5,469 $ 1,964 $ 542 $ 1,548 $ 982 $ — $ — $ 10,505 Aircraft: Risk Rating Pass or not rated $ 65,399 $ 54,749 $ 35,085 $ 16,888 $ 7,454 $ — $ — $ 179,575 Special Mention — — — — — — — — Substandard — — — — 210 — — 210 Doubtful — — — — — — — — Total $ 65,399 $ 54,749 $ 35,085 $ 16,888 $ 7,664 $ — $ — $ 179,785 Home equity: Risk Rating Pass or not rated $ — $ — $ — $ — $ — $ 240,704 $ — $ 240,704 Special Mention — — — — — 171 — 171 Substandard — — — — — 864 — 864 Doubtful — — — — — — — — Total $ — $ — $ — $ — $ — $ 241,739 $ — $ 241,739 Revolving Loans Revolving Loans (in thousands) Term Loans Amortized Cost Basis by Origination Year (Continued) Amortized Converted As of December 31, 2022 2022 2021 2020 2019 Prior Cost Basis to Term Total Consumer: Risk Rating Pass or not rated $ 415 $ 499 $ 168 $ 2,531 $ 4,328 $ 15,573 $ — $ 23,514 Special Mention — — — — — — — — Substandard — — — 9 33 — — 42 Doubtful — — — — — — — — Total $ 415 $ 499 $ 168 $ 2,540 $ 4,361 $ 15,573 $ — $ 23,556 Warehouse: Risk Rating Pass or not rated $ — $ — $ — $ — $ — $ 403,560 $ — $ 403,560 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total $ — $ — $ — $ — $ — $ 403,560 $ — $ 403,560 TRS: Risk Rating Pass or not rated $ — $ — $ — $ — $ — $ 149,272 $ — $ 149,272 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total $ — $ — $ — $ — $ — $ 149,272 $ — $ 149,272 RCS: Risk Rating Pass or not rated $ 22,357 $ 2,273 $ 1,264 $ 602 $ 29,594 $ 50,589 $ — $ 106,679 Special Mention — — — — — — — — Substandard — — — — — 1,149 — 1,149 Doubtful — — — — — — — — Total $ 22,357 $ 2,273 $ 1,264 $ 602 $ 29,594 $ 51,738 $ — $ 107,828 Grand Total: Risk Rating Pass or not rated $ 1,078,578 $ 860,795 $ 508,758 $ 280,501 $ 597,660 $ 990,235 $ 110,803 $ 4,427,330 Special Mention 3,660 25,269 — 21,296 18,995 744 — 69,964 Substandard 1,230 1,133 1,501 1,469 11,162 2,013 — 18,508 Doubtful — — — — — — — — Grand Total $ 1,083,468 $ 887,197 $ 510,259 $ 303,266 $ 627,817 $ 992,992 $ 110,803 $ 4,515,802 Revolving Loans Revolving Loans (in thousands) Term Loans Amortized Cost Basis by Origination Year Amortized Converted As of December 31, 2021 2021 2020 2019 2018 Prior Cost Basis to Term Total Residential real estate owner occupied: Risk Rating Pass or not rated $ 218,981 $ 213,010 $ 89,186 $ 50,301 $ 226,852 $ — $ — $ 798,330 Special Mention 301 — — 33 8,209 — — 8,543 Substandard 45 870 679 1,189 11,075 — — 13,858 Doubtful — — — — — — — — Total $ 219,327 $ 213,880 $ 89,865 $ 51,523 $ 246,136 $ — $ — $ 820,731 Residential real estate nonowner occupied: Risk Rating Pass or not rated $ 107,041 $ 65,786 $ 44,376 $ 29,292 $ 55,872 $ — $ 3,729 $ 306,096 Special Mention — — — — 132 — — 132 Substandard — — — — 95 — — 95 Doubtful — — — — — — — — Total $ 107,041 $ 65,786 $ 44,376 $ 29,292 $ 56,099 $ — $ 3,729 $ 306,323 Commercial real estate: Risk Rating Pass or not rated $ 472,095 $ 256,039 $ 153,224 $ 94,212 $ 286,223 $ 25,188 $ 80,211 $ 1,367,192 Special Mention 20,059 2,399 29,639 11,207 18,778 — — 82,082 Substandard — 111 266 2,453 3,905 — — 6,735 Doubtful — — — — — — — — Total $ 492,154 $ 258,549 $ 183,129 $ 107,872 $ 308,906 $ 25,188 $ 80,211 $ 1,456,009 Construction and land development: Risk Rating Pass or not rated $ 88,743 $ 30,593 $ 2,599 $ 1,155 $ 128 $ 1,925 $ — $ 125,143 Special Mention — 524 3,670 — — — — 4,194 Substandard — — — — — — — — Doubtful — — — — — — — — Total $ 88,743 $ 31,117 $ 6,269 $ 1,155 $ 128 $ 1,925 $ — $ 129,337 Commercial and industrial: Risk Rating Pass or not rated $ 105,148 $ 34,361 $ 54,524 $ 18,110 $ 44,972 $ 60,454 $ 2,541 $ 320,110 Special Mention 15,015 1,921 785 34 1,956 350 — 20,061 Substandard — 13 179 — — — — 192 Doubtful — — — — — — — — Total $ 120,163 $ 36,295 $ 55,488 $ 18,144 $ 46,928 $ 60,804 $ 2,541 $ 340,363 Revolving Loans Revolving Loans (in thousands) Term Loans Amortized Cost Basis by Origination Year (Continued) Amortized Converted As of December 31, 2021 2021 2020 2019 2018 Prior Cost Basis to Term Total Paycheck Protection Program: Risk Rating Pass or not rated $ 40,607 $ 15,407 $ — $ — $ — $ — $ — $ 56,014 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total $ 40,607 $ 15,407 $ — $ — $ — $ — $ — $ 56,014 Lease financing receivables: Risk Rating Pass or not rated $ 2,638 $ 839 $ 2,641 $ 1,264 $ 1,255 $ — $ — $ 8,637 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total $ 2,638 $ 839 $ 2,641 $ 1,264 $ 1,255 $ — $ — $ 8,637 Aircraft: Risk Rating Pass or not rated $ 65,886 $ 43,301 $ 22,933 $ 9,119 $ 1,655 $ — $ — $ 142,894 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total $ 65,886 $ 43,301 $ 22,933 $ 9,119 $ 1,655 $ — $ — $ 142,894 Home equity: Risk Rating Pass or not rated $ — $ — $ — $ — $ — $ 208,429 $ — $ 208,429 Special Mention — — — — — 279 — 279 Substandard — — — — — 1,870 — 1,870 Doubtful — — — — — — — — Total $ — $ — $ — $ — $ — $ 210,578 $ — $ 210,578 Consumer: Risk Rating Pass or not rated $ 978 $ 417 $ 4,694 $ 4,326 $ 5,768 $ 14,613 $ — $ 30,796 Special Mention — — — — — — — — Substandard — — 22 61 194 — — 277 Doubtful — — — — — — — — Total $ 978 $ 417 $ 4,716 $ 4,387 $ 5,962 $ 14,613 $ — $ 31,073 Warehouse: Risk Rating Pass or not rated $ — $ — $ — $ — $ — $ 850,550 $ — $ 850,550 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total $ — $ — $ — $ — $ — $ 850,550 $ — $ 850,550 TRS: Risk Rating Pass or not rated $ — $ — $ — $ — $ — $ 50,987 $ — $ 50,987 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total $ — $ — $ — $ — $ — $ 50,987 $ — $ 50,987 RCS: Risk Rating Pass or not rated $ 5,524 $ 3,409 $ 1,642 $ 869 $ 3,699 $ 77,544 $ — $ 92,687 Special Mention — — — — — — — — Substandard — — — — — 379 — 379 Doubtful — — — — — — — — Total $ 5,524 $ 3,409 $ 1,642 $ 869 $ 3,699 $ 77,923 $ — $ 93,066 Grand Total: Risk Rating Pass or not rated $ 1,107,641 $ 663,162 $ 375,819 $ 208,648 $ 626,424 $ 1,289,690 $ 86,481 $ 4,357,865 Special Mention 35,375 4,844 34,094 11,274 29,075 629 — 115,291 Substandard 45 994 1,146 3,703 15,269 2,249 — 23,406 Doubtful — — — — — — — — Grand Total $ 1,143,061 $ 669,000 $ 411,059 $ 223,625 $ 670,768 $ 1,292,568 $ 86,481 $ 4,496,562 Subprime Lending Both the Traditional Banking segment and the RCS segment of the Company have certain classes of loans that are considered to be “subprime” strictly due to the credit score of the borrower at the time of origination. Traditional Bank loans considered subprime totaled approximately $49 million and $48 million as of December 31, 2022 and 2021. Approximately $30 million and $28 million of the outstanding Traditional Bank subprime loan portfolio as of December 31, 2022 and 2021 were originated for CRA purposes. Management does not consider these loans to possess significantly higher credit risk due to other underwriting qualifications. The RCS segment originates two short-term line-of-credit products, with the second product introduced in January 2021. The Bank sells 90% or 95% of the balances maintained through these products within three Allowance for Credit Losses The following tables present the activity in the ACLL by portfolio class for the years ended December 31, 2022, 2021, and 2020: ACLL Rollforward Years Ended December 31, 2022 2021 Beginning Charge- Ending Beginning Charge- Ending (in thousands) Balance Provision offs Recoveries Balance Balance Provision offs Recoveries Balance Traditional Banking: Residential real estate: Owner occupied $ 8,647 $ 181 $ (21) $ 102 $ 8,909 $ 9,715 $ (1,461) $ — $ 393 $ 8,647 Nonowner occupied 2,700 129 — 2 2,831 2,466 231 — 3 2,700 Commercial real estate 23,769 (308) (9) 287 23,739 23,606 509 (428) 82 23,769 Construction & land development 4,128 (5) — — 4,123 3,274 854 — — 4,128 Commercial & industrial 3,487 218 — 271 3,976 2,797 700 (86) 76 3,487 Paycheck Protection Program — — — — — — — — — — Lease financing receivables 91 19 — — 110 106 (15) — — 91 Aircraft 357 92 — — 449 253 104 — — 357 Home equity 4,111 396 — 121 4,628 4,990 (874) (51) 46 4,111 Consumer: Credit cards 934 140 (155) 77 996 929 107 (163) 61 934 Overdrafts 683 866 (1,038) 215 726 587 425 (641) 312 683 Automobile loans 186 (111) (3) 15 87 399 (233) (19) 39 186 Other consumer 314 (151) (94) 66 135 577 (254) (72) 63 314 Total Traditional Banking 49,407 1,466 (1,320) 1,156 50,709 49,699 93 (1,460) 1,075 49,407 Warehouse lines of credit 2,126 (1,117) — — 1,009 2,407 (281) — — 2,126 Total Core Banking 51,533 349 (1,320) 1,156 51,718 52,106 (188) (1,460) 1,075 51,533 Republic Processing Group: Tax Refund Solutions: Refund Advances — 10,471 (11,505) 4,831 3,797 — 6,723 (10,256) 3,533 — Other TRS commercial & industrial loans 96 (516) (154) 665 91 158 (40) (51) 29 96 Republic Credit Solutions 12,948 12,081 (11,390) 1,168 14,807 8,803 8,444 (4,707) 408 12,948 Total Republic Processing Group 13,044 22,036 (23,049) 6,664 18,695 8,961 15,127 (15,014) 3,970 13,044 Total $ 64,577 $ 22,385 $ (24,369) $ 7,820 $ 70,413 $ 61,067 $ 14,939 $ (16,474) $ 5,045 $ 64,577 ACLL Rollforward Year Ended December 31, 2020 Beginning ASC 326 Provision Charge- Ending (in thousands) Balance Adoption for Credit Loss offs Recoveries Balance Traditional Banking: Residential real estate: Owner occupied $ 4,729 $ 4,199 $ 785 $ (169) $ 171 $ 9,715 Nonowner occupied 1,737 148 570 — 11 2,466 Commercial real estate 10,486 273 13,170 (795) 472 |