EX-99.2 3 ef20040237_ex99-2.htm EXHIBIT 99.2

EXHIBIT 99.2
 
INTEGRATED FINANCIAL HOLDINGS, INC.
 
RALEIGH, NORTH CAROLINA
 
SEPTEMBER 30, 2024
 
1

INTEGRATED FINANCIAL HOLDINGS, INC.
 
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
SEPTEMBER 30, 2024

   
Page
Number
Financial Statements
 
 
Consolidated Balance Sheet
3
 
Consolidated Statement of Income
4-5
 
Consolidated Statement of Comprehensive Income
6
 
Consolidated Statement of Changes in Shareholders’ Equity
7
 
Consolidated Statement of Cash Flows
8-9
Notes to the Unaudited Consolidated Financial Statements
10-20

2

INTEGRATED FINANCIAL HOLDINGS, INC.
 
CONSOLIDATED BALANCE SHEET (UNAUDITED)
 
(in thousands, except per share data)
 
September 30, 2024
 
Assets
     
Cash and due from banks
 
$
6,379
 
Interest-bearing deposits with other institutions
   
71,443
 
Total cash and cash equivalents
   
77,822
 
Securities available-for-sale, at fair value
   
1,019
 
Loans held for sale
   
41,723
 
Loans held for investment
   
382,755
 
Allowance for credit losses (“ACL”)
   
(7,660
)
Loans held for investment, net
   
375,095
 
Premises and equipment, net
   
3,638
 
Loan servicing assets
   
4,515
 
Bank owned life insurance
   
4,779
 
Accrued interest receivable
   
4,299
 
Goodwill
   
13,161
 
Intangible assets
   
4,520
 
Other assets
   
11,607
 
Total assets
 
$
542,178
 
Liabilities and shareholders’ equity
       
Liabilities
       
Deposits:
       
Noninterest-bearing
 
$
85,609
 
Interest-bearing
   
364,274
 
Total deposits
   
449,883
 
Accrued interest payable
   
1,277
 
Other liabilities
   
8,388
 
Total liabilities
   
459,548
 
Shareholders’ equity
       
Common stock, voting $1 par value, 9,000,000 shares authorized, 2,338,764 shares issued and outstanding at September 30, 2024
   
2,339
 
Common stock, non-voting, $1 par value, 1,000,000 shares authorized, 21,740 shares issued and outstanding at September 30, 2024
   
22
 
Additional paid-in capital
   
28,370
 
Retained earnings
   
52,044
 
Accumulated other comprehensive loss
   
(145
)
Total shareholders’ equity
   
82,630
 
Total liabilities and shareholders’ equity
 
$
542,178
 

3

INTEGRATED FINANCIAL HOLDINGS, INC.
 
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
 
 
(in thousands, except share and per share data)
  
Nine Months Ended
September 30, 2024
  
Interest income
     
Interest and fees on loans
 
$
27,356
 
Investment securities & deposits
   
1,698
 
Total interest income
   
29,054
 
Interest expense
       
Interest on deposits
   
11,083
 
Interest on borrowed funds
   
474
 
Total interest expense
   
11,557
 
Net interest income
   
17,497
 
Provision for credit losses
   
1,850
 
Net interest income after provision for credit losses
   
15,647
 
Noninterest income
       
Government loan servicing and packaging revenue
   
10,952
 
Government lending revenue
   
4,693
 
Loan servicing rights
   
549
 
Bank-owned life insurance income
   
91
 
Change in fair value of marketable equity securities
   
(8,631
)
Other noninterest income
   
(1,879
)
Total noninterest income
   
5,775
 
Noninterest expense
       
Compensation
   
16,184
 
Occupancy and equipment
   
862
 
Loan related expenses
   
1,788
 
Data processing expense
   
765
 
Advertising expense
   
350
 
Insurance expense
   
668
 
Professional fees
   
1,317
 
Software
   
1,523
 
Communications
   
191
 
Directors fees
   
576
 
Intangible amortization expense
   
498
 
Merger related expenses
   
5,133
 
Other noninterest expense
   
1,272
 
Total noninterest expense
   
31,127
 
Loss before income taxes
   
(9,705
)
Income tax benefit
   
1,719
 
Net loss
 
$
(7,986
)
         
Basic loss per common share
 
$
(3.37
)
Diluted loss per common share
 
$
(3.32
)
Weighted average common shares outstanding
   
2,369,645
 
Diluted average common shares outstanding
   
2,402,438
 

4

INTEGRATED FINANCIAL HOLDINGS, INC.
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
 
 
(in thousands)
  
Nine Months Ended
September 30, 2024
  
Net loss
 
$
(7,986
)
Other comprehensive loss:
       
Unrealized gain during the period on available-for-sale securities
    2,500  
Income tax expense relating to the items above
    (525
)
Other comprehensive income    
1,975
 
Comprehensive loss  
$
(6,011
)

5

INTEGRATED FINANCIAL HOLDINGS, INC.
 
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (UNAUDITED)
 
                     
Accumulated
             
   
Common Stock
   
Additional
   
Other
         
Total
 
   
$1.00 par
   
Paid-in
   
Comprehensive
   
Retained
   
Shareholders’
 
(in thousands)
 
Voting
   
Non-voting
   
Capital
   
Loss
   
Earnings
   
Equity
 
Balance at December 31, 2023
 
$
2,273
   
$
22
   
$
25,811
   
$
(2,120
)
 
$
74,346
   
$
100,332
 
Net income
   
-
     
-
     
-
     
-
     
(7,986
)
   
(7,986
)
Other comprehensive income
   
-
     
-
     
-
     
1,975
     
-
     
1,975
 
Distribution of shareholder dividend
   
-
     
-
     
-
     
-
     
(14,316
)
   
(14,316
)
Stock based compensation
   
-
     
-
     
330
     
-
     
-
     
330
 
Exercise of stock options
   
30
     
-
     
213
     
-
     
-
     
243
 
Restricted stock issuance
   
37
     
-
     
2,016
     
-
     
-
     
2,053
 
Share cancellations
   
(1
)
   
-
     
-
     
-
     
-
     
(1
)
Balance at September 30, 2024
 
$
2,339
   
$
22
   
$
28,370
   
$
(145
)
 
$
52,044
   
$
82,630
 
 
6

INTEGRATED FINANCIAL HOLDINGS, INC.
 
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
 
   
Nine Months Ended
 
(in thousands)
 
September 30, 2024
 
Cash flows from operating activities
     
Net income
   
(7,986
)
Adjustments to reconcile net income to net cash from operating activities:
       
Depreciation expense
   
134
 
Provision for loan losses
   
1,850
 
Amortization of premium on securities, net of accretion
   
19
 
Amortization of intangible assets
   
498
 
Accretion of discounts on loans
   
(1,518
)
Originations of loans held for sale
   
(72,254
)
Proceeds from sales of loans held for sale
   
75,647
 
Net gains on sale of loans held for sale
   
(4,693
)
Net gain on sale of foreclosed assets
   
(19
)
Stock-based compensation expense
   
2,346
 
Earnings on bank-owned life insurance
   
(91
)
Revaluation of loan servicing rights
   
(549
)
Net loss on the sale of investments
   
9,460
 
Changes in assets and liabilities:
       
Increase in other assets
   
1,173
 
Decrease in other liabilities
   
(1,887
)
Net cash provided by operating activities
 
$
2,131
 
         
Cash flows from investing activities
       
Proceeds from maturities and principal paydowns of securities available-for-sale
 
$
521
 
Proceeds from the sale of investments
   
33,746
 
Increase in loans, net
   
(22,633
)
Increase in FHLB stock, net
   
80
 
Proceeds from sale of foreclosed assets
   
120
 
Purchases of premises and equipment, net
   
(16
)
Net cash provided by investing activities
 
$
11,819
 
         
Cash flows from financing activities
       
Increase in deposits, net
 
$
14,204
 
Stock option exercises and restricted stock vested
   
279
 
Distribution of dividend to shareholders
   
(14,316
)
Net cash provided by financing activities
 
$
167
 
         
Net change in cash and cash equivalents
 
$
14,116
 
Cash and cash equivalents, beginning
   
63,706
 
Cash and cash equivalents, ending
 
$
77,822
 
         
Supplemental Disclosures of Cash Flow Information
       
Cash paid during the period for interest
 
$
11,626
 
Cash paid during the period for taxes
 
$
949
 
Supplemental Disclosure of Non-Cash Transactions
       
Change in unrealized loss on securities AFS
 
$
2,500
 

7

INTEGRATED FINANCIAL HOLDINGS, INC.
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
Note 1. Nature of Business and Basis of Presentation
 
Summary of Significant Accounting Policies
 
A summary of significant accounting principles is included in the Integrated Financial Holdings, Inc. (the “Company”) consolidated financial statements (unaudited), which are included elsewhere herein.
 
Principles of Consolidation and Basis of Presentation
 
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, West Town Bank & Trust (the “Bank”) and Windsor Advantage, LLC (“Windsor”) after elimination of all significant intercompany balances and transactions.
 
Management Opinion
 
The accompanying unaudited consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and are unaudited. They do not contain all of the disclosures required for annual audited financial statements. In the opinion of management, all adjustments necessary to present a fair statement of the results for the interim period have been made. Such adjustments are of a normal and recurring nature. The results of operations for any interim period are not necessarily indicative of the results to be expected for an entire year. These interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto contained in the Company’s consolidated financial statements.
 
Use of Estimates
 
The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those relating to the allowance for credit losses, determination of fair value of acquired assets and assumed liabilities, servicing assets, and valuation of goodwill and intangible assets.
 
Risks and Uncertainties
 
In the normal course of its business, the Company encounters two significant types of risks: economic and regulatory. There are three main components of economic risk: interest rate risk, credit risk, and market risk. The Company is subject to interest rate risk to the degree that its interest-bearing liabilities mature or reprice at different times, or on different bases, than its interest-earning assets. Credit risk is the risk of default on the Company’s loan and investment securities portfolios that results from a borrower’s inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of collateral underlying loans receivable and the valuation of real estate held by the Company.
 
The Company is subject to the regulations of various governmental agencies. These regulations can and do change significantly from period to period. The Company also undergoes periodic examinations by the regulatory agencies, which may subject it to further changes with respect to asset valuations, amounts of required loss allowances and operating restrictions from the regulators’ judgments based on information available to them at the time of their examination.
 
8

INTEGRATED FINANCIAL HOLDINGS, INC.
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
Concentrations of Credit Risk
 
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of loans receivable, investment securities, federal funds sold and amounts due from banks.
 
The Company makes loans to individuals and small businesses for various personal and commercial purposes throughout the United States. The Company’s loan portfolio is not concentrated in loans to any single borrower or a relatively small number of borrowers. Additionally, management is not aware of any concentrations of loans to classes of borrowers or industries that would be similarly affected by economic conditions. However, the Company does have a large portfolio of loans in the solar electric generation power industry but not so much as to be deemed a concern by management.
 
In addition to monitoring potential concentrations of loans to particular borrowers or groups of borrowers, industries and geographic regions, management monitors exposure to credit risk from concentrations of lending products and practices such as loans that subject borrowers to substantial payment increases (e.g., principal deferral periods, loans with initial interest-only periods, etc.), and loans with high loan-to-value ratios. Management has determined that there is no concentration of credit risk associated with its lending policies or practices. Additionally, there are industry practices that could subject the Company to increased credit risk should economic conditions change over the course of a loan’s life. For example, the Company makes variable rate loans and fixed rate principal-amortizing loans with maturities prior to the loan being fully paid (i.e., balloon payment loans). These loans are underwritten and monitored to manage the associated risks. Therefore, management believes that these particular practices do not subject the Company to unusual credit risk.
 
The Company’s investment portfolio consists principally of obligations of the United States, its agencies or its corporations and general obligation municipal securities. In the opinion of management, there is no concentration of credit risk in its investment portfolio. The Company places its deposits and correspondent accounts with and sells its federal funds to high quality institutions.
 
Management believes credit risk associated with correspondent accounts is not significant.
 
9

INTEGRATED FINANCIAL HOLDINGS, INC.
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
Note 2. Earnings per Share
 
Basic earnings per common share is computed using the weighted average number of common shares and participating securities outstanding during the reporting period. Diluted earnings per common share is the amount of earnings available to each share of common stock during the reporting period adjusted to include the effect of potentially dilutive common shares. Potentially dilutive common shares include incremental shares issued for stock options and warrants. Potentially dilutive common shares are excluded from the computation of dilutive earnings per share in the periods in which the effect would be anti-dilutive.
 
The Company’s basic and diluted earnings per share calculations are presented in the following table:
 
   
Nine Months Ended
 
(in thousands, except share and per share data)
 
September 30, 2024
 
Net loss
 
$
(7,986
)
Weighted average common shares - basic
   
2,369,645
 
Add: effect of dilutive stock options and restricted stock awards
   
32,793
 
Weighted average common shares - dilutive
   
2,402,438
 
Basic earnings per common share
 
$
(3.37
)
Diluted earnings per common share
 
$
(3.32
)

10

INTEGRATED FINANCIAL HOLDINGS, INC.
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
Note 3. Investment Securities
 
The amortized cost, unrealized gains, unrealized losses, and fair values of available-for-sale investment securities at September 30, 2024 are as follows:
 
   
September 30, 2024
 
         
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
Unrealized
       
(in thousands)
 
Cost
   
Gains
   
Losses
   
Fair Value
 
Government sponsored enterprises collateralized
                       
mortgage obligations
 
$
1,202
   
$
-
   
$
(183
)
 
$
1,019
 
Total investment securities available-for-sale
 
$
1,202
   
$
-
   
$
(183
)
 
$
1,019
 

The following table summarized securities with unrealized losses at September 30, 2024, aggregated by major security type and length of time in a continuous unrealized loss position:
 
   
September 30, 2024
 
   
Less than twelve months
   
Twelve months or more
   
Total
 
         
Unrealized
         
Unrealized
         
Unrealized
 
(in thousands)
 
Fair Value
   
Losses
   
Fair Value
   
Losses
   
Fair Value
   
Losses
 
Government sponsored enterprises
                                   
collateralized mortgage obligations
 
$
-
   
$
-
   
$
1,019
   
$
(183
)
 
$
1,019
   
$
(183
)
Total
 
$
-
   
$
-
   
$
1,019
   
$
(183
)
 
$
1,019
   
$
(183
)

The fair values of investment securities available-for-sale at September 30, 2024 by contractual maturity are shown below.  Actual expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.
 
         
After One
   
After Five
             
   
Within
   
Within
   
Within
   
After
       
(in thousands)
 
1 Year
   
Five Years
   
Ten Years
   
Ten Years
   
Total
 
Government sponsored enterprises
                             
collateralized mortgage obligations
 
$
-
   
$
-
   
$
-
   
$
1,019
   
$
1,019
 
Total
 
$
-
   
$
-
   
$
-
   
$
1,019
   
$
1,019
 

Management considers the nature of the investment, the underlying causes of the decline in the market value and the severity in determining impairment.  Consideration is given to (1) the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
 
11

INTEGRATED FINANCIAL HOLDINGS, INC.
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
Note 3. Investment Securities, Continued
 
Securities classified as available-for-sale are recorded at fair market value. At September 30, 2024, there were two securities classified as available-for-sale in an unrealized loss position for twelve months or more. No impairment loss has been realized in the Company’s consolidated income statement.
 
As of September 30, 2024, investments with amortized costs and fair values of $1.2 million and $1.0 million, respectively, were pledged as collateral for public deposits.
 
12

INTEGRATED FINANCIAL HOLDINGS, INC.
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
Note 4. Loans Held for Investment
 
Loans held for investment at September 30, 2024 were as follows:
 
(in thousands)
 
September 30, 2024
 
Commercial
 
$
253,394
 
Real Estate:
       
Commercial real estate
   
77,971
 
Residential real estate
   
50,035
 
Consumer
   
29
 
Subtotal
   
381,429
 
Net deferred loan costs
   
1,326
 
Allowance for credit losses
   
(7,660
)
Loans held for investment, net
 
$
375,095
 

Included above, the Company has SBA loans totaling $41.9 million and USDA loans totaling $266.5 million at September 30, 2024.
 
The following tables present the activity in the allowance for credit losses by class of loans for the nine months ended September 30, 2024.
 
         
Commercial
   
Residential
                   
(in thousands)
 
Commercial
   
Real Estate
   
Real Estate
   
Consumer
   
Unallocated
   
Total
 
Allowance for credit losses:
                                   
Beginning balance
                                   
as of December 31, 2023
 
$
5,138
   
$
1,044
   
$
669
   
$
1
   
$
84
   
$
6,936
 
Provision for credit losses
   
1,570
     
(428
)
   
582
             
126
     
1,850
 
Charge-offs
   
(784
)
   
(451
)
                           
(1,235
)
Recoveries
   
50
     
60
                             
110
 
Ending Balance
                                               
as of September 30, 2024
 
$
5,974
   
$
225
   
$
1,251
   
$
1
   
$
209
   
$
7,660
 

13

INTEGRATED FINANCIAL HOLDINGS, INC.
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
Note 4. Loans Held for Investment, continued
 
The Company has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral dependent loans:
 
 
Commercial real estate loans can be secured by either owner occupied commercial real estate or non-owner occupied investment commercial real estate. Typically, owner occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities and other commercial and industrial properties occupied by operating companies. Non-owner occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development, industrial properties, as well as other commercial or industrial real estate.

 
Residential real estate loans are typically secured by first mortgages, and in some cases could be secured by a second mortgage.

 
Home equity lines of credit are generally secured by second mortgages on residential real estate property.

 
Consumer loans are generally secured by automobiles, motorcycles, recreational vehicles and other personal property. Some consumer loans are unsecured and have no underlying collateral.

The following table details the amortized cost of collateral dependent loans as of September 30, 2024:
 
(in thousands)
 
September 30, 2024
 
Commercial
 
$
4,124  
Real Estate:
       
Commercial real estate
   
12,235
 
Residential real estate
   
4,688
 
Total loans
 
$
21,047
 

Nonaccrual loans and collateral dependent loans are defined differently. Some loans may be included in both categories, and some may only be included in one category.
 
The following table presents the recorded investment in non-accrual and loans past due over 90 days still on accrual by class of loans as of September 30, 2024:

   
September 30, 2024
 
   
Nonaccrual Loans
   
Nonaccrual Loans
   
Total
 
(in thousands)
 
with No Allowance
   
with an Allowance
   
Nonaccrual Loans
 
Commercial
 
$
2,067
   
$
178
   
$
2,245
 
Real Estate:
                       
Commercial real estate
   
8,877
     
1,948
     
10,826
 
Residential real estate
   
2,294
     
2,444
     
4,738
 
Total loans
 
$
13,238
   
$
4,570
   
$
17,808
 
 
14

INTEGRATED FINANCIAL HOLDINGS, INC.
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
Note 4. Loans Held for Investment, continued
 
Non-accrual loans and loans past due over 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated and individually classified collateral dependent loans. Loans from which principal or interest is in default for 90 days or more are classified as a non-accrual unless they are well secured and in process of collection. Loans past due over 90 days still accruing were matured loans that were well secured and in process of collection. Borrowers have continued to make payments on these loans while administrative and legal due processes are proceeding which will enable the Bank to extend or modify maturity dates.
 
The following tables display all non-accrual loans and loans 90 or more days past due and still on accrual for the periods ended September 30, 2024.
 
(in thousands)
 
Amount
   
Number
 
September 30, 2024
           
Loans past due over 90 days and still on accrual
 
$
-
     
-
 
Non-accrual loans past due
               
Less than 30 days
   
-
     
-
 
30-59 days
   
-
     
-
 
60-89 days
   
-
     
-
 
90+ days
    4,570       18  
Non-accrual loans past due
 
$
4,570
     
18
 

The following tables present the aging of the recorded investment in past due loans by class of loans as of September 30, 2024:

               
Greater than
                   
   
30 - 59 Days
   
60 - 89 Days
   
90 Days
   
Total
             
   
Past
   
Past
   
Past
   
Past
         
Total
 
(in thousands)
 
Due
   
Due
   
Due
   
Due
   
Current
   
Loans
 
September 30, 2024
                                   
Commercial
 
$
250
   
$
335
   
$
257
   
$
843
   
$
252,551
   
$
253,394
 
Commercial real estate
           
465
     
10,829
     
11,294
     
66,677
     
77,971
 
Residential real estate
   
2,344
     
663
     
1,772
     
4,779
     
45,256
     
50,035
 
Consumer
   
-
     
-
     
-
     
-
     
29
     
29
 
Total
 
$
2,594
   
$
1,463
   
$
12,858
   
$
16,916
   
$
364,513
   
$
381,429
 
 
15

INTEGRATED FINANCIAL HOLDINGS, INC.
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
Note 4. Loans Held for Investment, continued
 
The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.
 
During the nine months ended September 30, 2024, there were seven loans totaling $1,460,000 for commercial borrowers experiencing financial difficulty. All modifications provided for three months of full payment deferral.
 
Credit Quality Indicators
 
The Company 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, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis includes non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a quarterly basis. The risk category of homogeneous loans is evaluated at origination and when a loan becomes delinquent. The Company uses the following definitions for risk ratings:
 
Pass loans are loans that are performing and are deemed adequately protected by the net worth of the borrower or the underlying collateral value. These loans are considered the least risky in terms of determining the allowance for loan losses.
 
Special Mention loans are loans with underwriting guideline tolerances and/or exceptions and with no mitigating factors. These are loans that are currently performing satisfactorily but with potential weaknesses that may, if not corrected, weaken the asset or inadequately protect the Bank’s position at some future date.
 
Substandard loans typically have an identified weakness or weaknesses and are inadequately protected by the net worth of the borrower or collateral value.
 
Doubtful loans have the same characteristics of a substandard loan with an additional weakness that makes collection or liquidation of the asset highly questionable, and there is a high probability of loss based on currently existing facts, conditions or values.
 
Loss loans are considered uncollectable and of such little value that their continuance as bankable 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 writing off the worthless loan even though partial recovery may be collected in the future. Probable loss portions of doubtful assets should be charged against the Allowance for Credit Losses. Loans may reside in this classification for administrative purposes for a period not to exceed the earlier of thirty days or calendar quarter-end. There were no loans rated as loss as of September 30, 2024.
 
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans.
 
16

INTEGRATED FINANCIAL HOLDINGS, INC.
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
Note 4. Loans Held for Investment, continued
 
The following table presents the Company’s recorded investment in loans by credit quality indicators by year of origination or renewal as of September 30, 2024:

   
September 30, 2024
 
   
Term Loans by Year of Origination
             
(in thousands)
 
2024
   
2023
   
2022
   
2021
   
2020
   
Prior
   
Revolving
   
Total
 
Commercial
                                               
Pass
 
$
45,410
   
$
64,072
   
$
45,289
   
$
20,013
   
$
8,041
   
$
50,113
   
$
15,368
   
$
248,306
 
Special mention
   
69
     
163
     
-
     
20
     
181
     
251
     
-
     
684
 
Substandard
   
1,413
     
1,084
     
876
     
145
     
178
     
708
     
-
     
4,404
 
     
46,892
     
65,319
     
46,165
     
20,178
     
8,400
     
51,072
     
15,368
     
253,394
 
Commercial real estate
                                                               
Pass
   
14,484
     
13,197
     
12,790
     
7,870
     
4,311
     
14,699
     
260
     
67,611
 
Substandard
   
227
     
-
     
-
     
-
     
7,629
     
2,504
     
-
     
10,360
 
     
14,711
     
13,197
     
12,790
     
7,870
     
11,940
     
17,203
     
260
     
77,971
 
Residential real estate
                                                               
Pass
   
11,589
     
11,966
     
1,816
     
7,197
     
4,394
     
7,602
     
733
     
45,297
 
Special mention
   
-
     
-
     
-
     
-
     
-
     
191
     
-
     
191
 
Substandard
   
355
     
-
     
-
     
3,257
     
424
     
511
     
-
     
4,547
 
     
11,944
     
11,966
     
1,816
     
10,454
     
4,818
     
8,304
     
733
     
50,035
 
Consumer
                                                               
Pass
   
19
     
-
     
-
     
-
     
8
     
2
     
-
     
29
 
     
19
     
-
     
-
     
-
     
8
     
2
     
-
     
29
 
Total
 
$
73,566
   
$
90,482
   
$
60,771
   
$
38,502
   
$
25,166
   
$
76,581
   
$
16,361
   
$
381,429
 
 
The following table presents the Company’s gross charge-offs by year of origination or renewal as of September 30, 2024:

   
September 30, 2024
 
   
Term Loans by Year of Origination
             
(in thousands)
 
2024
   
2023
   
2022
   
2021
   
2020
   
Prior
   
Revolving
   
Total
 
Commercial
 
$
-
   
$
22
   
$
175
   
$
-
   
$
583
   
$
4
   
$
-
   
$
784
 
Commercial real estate
 
$
-
   
$
-
   
$
24
   
$
-
   
$
-
   
$
427
   
$
-
   
$
451
 
   
$
-
   
$
22
   
$
199
   
$
-
   
$
583
   
$
431
   
$
-
   
$
1,235
 
 
17

INTEGRATED FINANCIAL HOLDINGS, INC.
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
Note 5. Deposits
 
Time deposits that meet or exceed the FDIC insurance limit of $250,000 as of September 30, 2024 were $57.3 million.
 
At September 30, 2024, scheduled maturities of time deposits were as follows:
 
(in thousands)
     
2024
 
$
50,585
 
2025
   
132,913
 
2026
   
62,623
 
2027
   
44,977
 
2028
   
28,546
 
2029
   
286
 
Total
 
$
319,930
 

At September 30, 2024, brokered deposits totaled $158.2 million.
 
18

INTEGRATED FINANCIAL HOLDINGS, INC.
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
Note 6. Business Combinations
 
On March 28, 2024, the Company and Capital Bancorp, Inc (“CBNK” or “Capital”) jointly announced signing of a definitive merger agreement under which Capital has agreed to acquire the Company.
 
Effective October 1, 2024, the merger was completed. Under the terms of the Agreement and Plan of Merger, Integrated Financial Holdings, Inc. merged with and into Capital, with Capital remaining as the surviving entity.
 

19