NOTE

LOANS

Outstanding loan balances consisted of the following at

June 30, 2017,

and

December 31, 2016.

(Amounts in thousands)	June 30,			December 31,
Loan Portfolio	2017			2016
Commercial	$	152,204		$	153,844
Commercial real estate:
Real estate - construction and land development		22,275			36,792
Real estate - commercial non-owner occupied		310,995			292,615
Real estate - commercial owner occupied		184,868			167,335
Residential real estate:
Real estate - residential - Individual Tax Identification Number (“ITIN”)		43,229			45,566
Real estate - residential - 1-4 family mortgage		18,904			20,425
Real estate - residential - equity lines		32,133			35,953
Consumer and other		50,780			51,681
Gross loans		815,388			804,211
Deferred fees and costs		1,541			1,324
Loans, net of deferred fees and costs		816,929			805,535
Allowance for loan and lease losses		(11,688	)		(11,544	)
Net loans	$	805,241		$	793,991

Gross loan balances in the table above include net purchase discounts of

$2.8

million and

$2.9

million as of

June 30, 2017

, and

December 31, 2016,

respectively.

Age analysis of gross loan balances for past due loans, segregated by class of loans, as

June 30, 2017,

and

December 31, 2016,

was as follows.

					Greater								Recorded
(Amounts in thousands)	30-59		60-89		Than 90								Investment >
Past Due Loans at	Days Past		Days Past		Days Past		Total Past						90 Days and
June 30, 2017	Due		Due		Due		Due		Current		Total		Accruing
Commercial	$	—	$	—	$	—	$	—	$	152,204	$	152,204	$	—
Commercial real estate:
Real estate - construction and land development		—		—		—		—		22,275		22,275		—
Real estate - commercial non-owner occupied		—		—		1,196		1,196		309,799		310,995		—
Real estate - commercial owner occupied		145		—		—		145		184,723		184,868		—
Residential real estate:
Real estate - residential - ITIN		489		144		760		1,393		41,836		43,229		—
Real estate - residential - 1-4 family mortgage		132		—		185		317		18,587		18,904		—
Real estate - residential - equity lines		165		55		—		220		31,913		32,133		—
Consumer and other		136		25		—		161		50,619		50,780		—
Total	$	1,067	$	224	$	2,141	$	3,432	$	811,956	$	815,388	$	—

					Greater								Recorded
(Amounts in thousands)	30-59		60-89		Than 90								Investment >
Past Due Loans at	Days Past		Days Past		Days Past		Total Past						90 Days and
December 31, 2016	Due		Due		Due		Due		Current		Total		Accruing
Commercial	$	51	$	—	$	—	$	51	$	153,793	$	153,844	$	—
Commercial real estate:
Real estate - construction and land development		—		—		—		—		36,792		36,792		—
Real estate - commercial non-owner occupied		—		—		1,196		1,196		291,419		292,615		—
Real estate - commercial owner occupied		—		—		114		114		167,221		167,335		—
Residential real estate:
Real estate - residential - ITIN		567		80		1,149		1,796		43,770		45,566		—
Real estate - residential - 1-4 family mortgage		147		—		856		1,003		19,422		20,425		—
Real estate - residential - equity lines		68		36		48		152		35,801		35,953		—
Consumer and other		166		70		11		247		51,434		51,681		—
Total	$	999	$	186	$	3,374	$	4,559	$	799,652	$	804,211	$	—

The following tables summarize impaired loans by loan class as of

June 30, 2017,

and

December 31, 2016.

	As of June 30, 2017
			Unpaid
(Amounts in thousands)	Recorded		Principal		Related
Impaired Loans	Investment		Balance		Allowance
With no related allowance recorded:
Commercial	$	1,351	$	2,282	$	—
Commercial real estate:
Real estate - commercial non-owner occupied		1,196		1,196		—
Real estate - commercial owner occupied		639		679		—
Residential real estate:
Real estate - residential - ITIN		6,496		8,231		—
Real estate - residential - 1-4 family mortgage		653		1,137		—
Real estate - residential - equity lines		872		1,317		—
Total with no related allowance recorded	$	11,207	$	14,842	$	—

With an allowance recorded:
Commercial	$	1,762	$	1,789	$	602
Commercial real estate:
Real estate - commercial non-owner occupied		806		806		80
Residential real estate:
Real estate - residential - ITIN		1,562		1,601		172
Real estate - residential - equity lines		445		445		223
Consumer and other		38		38		13
Total with an allowance recorded	$	4,613	$	4,679	$	1,090

By loan class:
Commercial	$	3,113	$	4,071	$	602
Commercial real estate		2,641		2,681		80
Residential real estate		10,028		12,731		395
Consumer and other		38		38		13
Total impaired loans	$	15,820	$	19,521	$	1,090

	As of December 31, 2016
(Amounts in thousands)	Recorded		Principal		Related
Impaired Loans	Investment		Balance		Allowance
With no related allowance recorded:
Commercial	$	1,573	$	2,438	$	—
Commercial real estate:
Real estate - commercial non-owner occupied		1,196		1,196		—
Real estate - commercial owner occupied		784		841		—
Residential real estate:
Real estate - residential - ITIN		6,047		7,685		—
Real estate - residential - 1-4 family mortgage		1,914		2,722		—
Real estate - residential - equity lines		917		1,342		—
Consumer and other		210		216		—
Total with no related allowance recorded	$	12,641	$	16,440	$	—

With an allowance recorded:
Commercial	$	1,952	$	1,957	$	641
Commercial real estate:
Real estate - commercial non-owner occupied		808		808		21
Real estate - commercial owner occupied		337		337		64
Residential real estate:
Real estate - residential - ITIN		2,562		2,617		494
Real estate - residential - equity lines		454		454		227
Consumer and other		40		40		14
Total with an allowance recorded	$	6,153	$	6,213	$	1,461

By loan class:
Commercial	$	3,525	$	4,395	$	641
Commercial real estate		3,125		3,182		85
Residential real estate		11,894		14,820		721
Consumer and other		250		256		14
Total impaired loans	$	18,794	$	22,653	$	1,461

Nonaccrual loans, segregated by loan class, were as follows as of

June 30, 2017

and

December 31, 2016.

(Amounts in thousands)	June 30,		December 31,
Nonaccrual Loans	2017		2016
Commercial	$	2,410	$	2,749
Commercial real estate:
Real estate - commercial non-owner occupied		1,196		1,196
Real estate - commercial owner occupied		639		784
Residential real estate:
Real estate - residential - ITIN		3,346		3,576
Real estate - residential - 1-4 family mortgage		653		1,914
Real estate - residential - equity lines		872		917
Consumer and other		38		250
Total	$	9,154	$	11,386

Had nonaccrual loans performed in accordance with their contractual terms, we would have recognized additional interest income, net of tax, of approximately

$76

thousand and

$165

thousand for the

three

months ended

June 30, 2017

and

2016,

respectively. We would have recognized additional interest income, net of tax, of approximately

$174

thousand and

$175

thousand for the

six

months ended

June 30, 2017

and

2016,

respectively.

The following table summarizes average recorded investment and interest income recognized on impaired loans by loan class for the

three

and

six

months ended

June 30, 2017

and

2016.

	Three Months Ended				Three Months Ended
	June 30, 2017				June 30, 2016
	Average		Interest		Average		Interest
(Amounts in thousands)	Recorded		Income		Recorded		Income
Average Recorded Investment and Interest Income	Investment		Recognized		Investment		Recognized
Commercial	$	3,210	$	9	$	2,835	$	4
Commercial real estate:
Real estate - commercial non-owner occupied		2,003		12		2,016		12
Real estate - commercial owner occupied		642		—		1,401		6
Residential real estate:
Real estate - residential - ITIN		8,061		40		9,123		41
Real estate - residential - 1-4 family mortgage		1,102		—		1,761		—
Real estate - residential - equity lines		1,338		5		1,895		7
Consumer and other		38		—		109		—
Total	$	16,394	$	66	$	19,140	$	70

	Six Months Ended				Six Months Ended
	June 30, 2017				June 30, 2016
	Average		Interest		Average		Interest
(Amounts in thousands)	Recorded		Income		Recorded		Income
Average Recorded Investment and Interest Income	Investment		Recognized		Investment		Recognized
Commercial	$	3,303	$	20	$	2,525	$	4
Commercial real estate:
Real estate - commercial non-owner occupied		2,003		23		2,018		24
Real estate - commercial owner occupied		726		2		1,425		12
Residential real estate:
Real estate - residential - ITIN		8,166		79		9,141		82
Real estate - residential - 1-4 family mortgage		1,415		—		1,757		—
Real estate - residential - equity lines		1,349		9		1,507		13
Consumer and other		107		—		71		—
Total	$	17,069	$	133	$	18,444	$	135

The impaired loans for which these interest income amounts were recognized primarily relate to accruing troubled debt restructured loans.

Loans are reported as troubled debt restructurings when we grant a concession(s) to a borrower experiencing financial difficulties that we would

not

otherwise consider. Examples of such concessions include a reduction in the loan rate, forgiveness of principal or accrued interest, extending the maturity date(s) significantly, or providing a lower interest rate than would be normally available for a transaction of similar risk. As a result of these concessions, restructured loans are impaired as we will

not

collect all amounts due, either principal or interest, in accordance with the terms of the original loan agreement.

June 30, 2017

and

December 31, 2016,

impaired loans of

$6.7

million and

$7.1

million, respectively, were classified as performing restructured loans.

In order for a restructured loan to be on accrual status, the loan’s collateral coverage must generally be greater than or equal to

100%

of the loan balance, the loan payments must be current, and the borrower must demonstrate the ability to make payments from a verified source of cash flow. As of

June 30, 2017,

we had

one

restructured commercial line of credit in nonaccrual status

that had

$107

thousand in available credit. We had

other obligations to lend additional funds on any other restructured loans as of

June 30, 2017

December 31, 2016.

As of

June 30, 2017,

we had

$11.3

million in troubled debt restructurings compared to

$12.1

million as of

December 31, 2016.

As of

June 30, 2017,

we had

118

loans that qualified as troubled debt restructurings, of which

111

loans were performing according to their restructured terms. Troubled debt restructurings represented

1.39%

of gross loans as of

June 30, 2017,

compared to

1.50%

December 31, 2016.

The types of modifications offered can generally be described in the following categories:

Rate

– A modification in which the interest rate is changed.

Maturity

– A modification in which the maturity date, timing of payments or frequency of payments are changed.

Payment deferral

– A modification in which a portion of the principal is deferred.

Principal reduction

– A modification in which a portion of the owing principal is decreased.

The following tables present the period end balances of newly restructured loans and the types of modifications that occurred during the

three

and

six

months ended

June 30, 2017

and

2016.

	For the Three Months Ended June 30, 2017								For the Three Months Ended June 30, 2016
(Amounts in thousands)			Rate &								Rate &
Troubled Debt Restructuring Modification Types	Rate & Maturity		Payment Deferral		Payment Deferral		Total		Rate & Maturity		Payment Deferral		Payment Deferral		Total
Commercial	$	—	$	—	$	—	$	—	$	1,058	$	—	$	—	$	1,058
Residential real estate:
Real estate - residential - ITIN		—		61		—		61		—		—		—		—
Total	$	—	$	61	$	—	$	61	$	1,058	$	—	$	—	$	1,058

	For the Six Months Ended June 30, 2017								For the Six Months Ended June 30, 2016
(Amounts in thousands)			Rate &								Rate &
Troubled Debt Restructuring Modification Types	Rate & Maturity		Payment Deferral		Payment Deferral		Total		Rate & Maturity		Payment Deferral		Payment Deferral		Total
Commercial	$	—	$	—	$	—	$	—	$	1,058	$	—	$	—	$	1,058
Residential real estate:
Real estate - residential - ITIN		—		61		—		61		—		—		120		120
Total	$	—	$	61	$	—	$	61	$	1,058	$	—	$	120	$	1,178

For the

three

and

six

months ended

June 30, 2017

and

2016,

the tables below provide information regarding the number of loans where the contractual terms have been restructured in a manner, which grants a concession to a borrower experiencing financial difficulties.

	For the Three Months Ended June 30, 2017						For the Three Months Ended June 30, 2016
			Pre-		Post-				Pre-		Post-
			Modification		Modification				Modification		Modification
			Outstanding		Outstanding				Outstanding		Outstanding
(Amounts in thousands)	Number of		Recorded		Recorded		Number of		Recorded		Recorded
Troubled Debt Restructurings	Contracts		Investment		Investment		Contracts		Investment		Investment
Commercial		—	$	—	$	—		1	$	1,127	$	1,127
Residential real estate:
Real estate - residential - ITIN		1		81		61		—		—		—
Total		1	$	81	$	61		1	$	1,127	$	1,127

	For the Six Months Ended June 30, 2017						For the Six Months Ended June 30, 2016
			Pre-		Post-				Pre-		Post-
			Modification		Modification				Modification		Modification
			Outstanding		Outstanding				Outstanding		Outstanding
(Amounts in thousands)	Number of		Recorded		Recorded		Number of		Recorded		Recorded
Troubled Debt Restructurings	Contracts		Investment		Investment		Contracts		Investment		Investment
Commercial		—	$	—	$	—		1	$	1,127	$	1,127
Residential real estate:
Real estate - residential - ITIN		1		81		61		1		171		170
Total		1	$	81	$	61		2	$	1,298	$	1,297

There were

loans modified as troubled debt restructuring during the

-month periods preceding

June 30, 2017

and

2016,

for which there was a payment default during the

three

and

six

months ended

June 30, 2017

and

2016.

The recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure is

$368

thousand.

We define a performing loan as a loan where any installment of principal or interest is

not

days or more past due, and management believes the ultimate collection of original contractual principal and interest is likely. We define a nonperforming loan as an impaired loan, which

may

be on nonaccrual,

days past due and still accruing, or has been restructured and does

not

comply with its modified terms, and our ultimate collection of original contractual principal and interest is uncertain.

Performing and nonperforming loans, segregated by class of loans, were as follows at

June 30, 2017

and

December 31, 2016.

(Amounts in thousands)	June 30, 2017
Performing and Nonperforming Loans	Performing		Nonperforming		Total
Commercial	$	149,794	$	2,410	$	152,204
Commercial real estate:
Real estate - construction and land development		22,275		—		22,275
Real estate - commercial non-owner occupied		309,799		1,196		310,995
Real estate - commercial owner occupied		184,229		639		184,868
Residential real estate:
Real estate - residential - ITIN		39,883		3,346		43,229
Real estate - residential - 1-4 family mortgage		18,251		653		18,904
Real estate - residential - equity lines		31,261		872		32,133
Consumer and other		50,742		38		50,780
Total	$	806,234	$	9,154	$	815,388

(Amounts in thousands)	December 31, 2016
Performing and Nonperforming Loans	Performing		Nonperforming		Total
Commercial	$	151,095	$	2,749	$	153,844
Commercial real estate:
Real estate - construction and land development		36,792		—		36,792
Real estate - commercial non-owner occupied		291,419		1,196		292,615
Real estate - commercial owner occupied		166,551		784		167,335
Residential real estate:
Real estate - residential - ITIN		41,990		3,576		45,566
Real estate - residential - 1-4 family mortgage		18,511		1,914		20,425
Real estate - residential - equity lines		35,036		917		35,953
Consumer and other		51,431		250		51,681
Total	$	792,825	$	11,386	$	804,211

The foundation or primary factor in determining the appropriate credit quality indicators is the degree of a debtor’s willingness and ability to perform as agreed. In conjunction with evaluating the performing versus nonperforming nature of our loan portfolio, management evaluates the following credit risk and other relevant factors in determining the appropriate credit quality indicator (rating) for each loan class:

Pass Grade:

A Pass loan is a strong credit with

existing or known weaknesses that

may

require management’s close attention. Some pass loans require short-term enhanced monitoring to determine when the credit relationship would merit either an upgrade or a downgrade. Loans classified as Pass Grade specifically demonstrate:

●

Strong Cash Flows – borrower’s cash flows must meet or exceed our minimum debt service coverage ratio.

●

Collateral Margin – generally, the borrower must have pledged an acceptable collateral class with an adequate collateral margin.

●

Qualitative Factors – in addition to meeting our minimum cash flow and collateral requirements, a number of other qualitative factors are also factored into assigning a Pass Grade including the borrower’s level of leverage (debt to equity), prospects, history and experience in their industry, credit history, and any other relevant factors including a borrower’s character.

Those borrowers who qualify for unsecured loans must fully demonstrate above average cash flows and strong secondary sources of repayment to mitigate the lack of unpledged collateral.

Watch Grade:

The credit is acceptable but the borrower has experienced a temporary setback or adverse information has been received, and

may

exhibit

one

or more of the characteristics shown in the list below. This risk grade could apply to credits on a temporary basis pending a full review. Credits with this risk grade will require more handling time and increased management. The list below contains characteristics of this risk grade, but individually do

not

automatically cause the loan to be assigned a Watch Grade.

●

The primary source of repayment

may

be weakening causing greater reliance on the secondary source of repayment or

●

The primary source of repayment is adequate, but the secondary source of repayment is insufficient

●

In-depth financial analysis would compare to the lower quartile in

two

or more of the major components of the Risk Management Association Annual Statement Studies

●

Volatile or deteriorating collateral

●

Management decisions

may

be called into question

●

Delinquencies in bank credits or other financial/trade creditors

●

Frequent overdrafts

●

Significant change in management/ownership

Special Mention Grade:

Credits in this grade are potentially weak and deserve management's close attention. If left uncorrected, these potential weaknesses

may

result in deterioration of the repayment prospects of the credit. Special Mention credits are

not

adversely classified and do

not

expose the Bank to sufficient risk to warrant adverse classification. The list below exhibits the characteristics of this grade, but individually do

not

automatically cause the borrower to be assigned a grade of Special Mention:

●

Inadequate or incomplete loan documentation or perfection of collateral, or any other deviation from prudent lending practices

●

Credit is structured in a manner in which the timing of the repayment source does

not

match the payment schedule or maturity, materially jeopardizing repayment

●

Current economic or market conditions exist which

may

affect the borrower's ability to perform or affect the Bank's collateral position

●

Adverse trends in the borrower's operations or continued deterioration in the borrower’s financial condition that has

not

yet reached a point where the retirement of debt is jeopardized. A credit in this grade should have favorable prospects of the deteriorating financial trends reversing within a reasonable timeframe.

●

The borrower is less than cooperative or unable to produce current and adequate financial information

Substandard Grade:

A Substandard credit is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard credits have a well-defined weakness or weaknesses that jeopardize the liquidation or timely collection of the debt. Substandard credits are characterized by the distinct possibility that we will sustain some loss if the deficiencies are

not

corrected. However, a potential loss does

not

have to be recognizable in an individual credit for it to be considered a substandard credit. As such, substandard credits

may

not

be graded as impaired.

The following represents, but is

not

limited to, the potential characteristics of a Substandard Grade and do

not

necessarily generate automatic reclassification into this loan grade:

●

Sustained or substantial deteriorating financial trends,

●

Unresolved management problems,

●

Collateral is insufficient to repay debt; collateral is

not

sufficiently supported by independent sources, such as asset-based financial audits, appraisals, or equipment evaluations,

●

Improper perfection of lien position, which is

not

readily correctable,

●

Unanticipated and severe decline in market values,

●

High reliance on secondary source of repayment,

●

Legal proceedings, such as bankruptcy or a divorce, which has substantially decreased the borrower’s capacity to repay the debt,

●

Fraud committed by the borrower,

●

IRS liens that take precedence,

●

Forfeiture statutes for assets involved in criminal activities,

●

Protracted repayment terms outside of policy that are for longer than the same type of credit in our portfolio,

●

Any other relevant quantitative or qualitative factor that negatively affects the current net worth and paying capacity of the borrower or of the collateral pledged, if any.

Doubtful Grade:

A Doubtful loan has all the weaknesses inherent in

one

classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain pending factors that

may

work to the advantage and strengthening of the credit, its classification as an estimated loss is deferred until its more exact status

may

be determined. Pending factors

may

include, but are

not

limited to:

●

Proposed merger(s),

●

Acquisition or liquidation procedures,

●

Capital injection,

●

Perfecting liens on additional collateral,

●

Refinancing plans.

Generally, a Doubtful Grade does

not

remain outstanding for a period greater than

six

months. After

six

months, the pending events should have either occurred or

not

occurred. The credit grade should have improved or the principal balance charged against the ALLL.

The following table summarizes internal risk grades by loan class as of

June 30, 2017

and

December 31, 2016.

	As of June 30, 2017
					Special
(Amounts in thousands)	Pass		Watch		Mention		Substandard		Doubtful		Total
Commercial	$	109,725	$	36,319	$	3,144	$	3,016	$	—	$	152,204
Commercial real estate:
Real estate - construction and land development		22,274		1		—		—		—		22,275
Real estate - commercial non-owner occupied		298,596		9,413		398		2,588		—		310,995
Real estate - commercial owner occupied		172,614		10,282		—		1,972		—		184,868
Residential real estate:
Real estate - residential - ITIN		36,467		—		—		6,762		—		43,229
Real estate - residential - 1-4 family mortgage		17,448		803		—		653		—		18,904
Real estate - residential - equity lines		28,833		2,017		67		1,216		—		32,133
Consumer and other		50,715		2		—		63		—		50,780
Total	$	736,672	$	58,837	$	3,609	$	16,270	$	—	$	815,388

	As of December 31, 2016
					Special
(Amounts in thousands)	Pass		Watch		Mention		Substandard		Doubtful		Total
Commercial	$	124,089	$	21,684	$	4,570	$	3,501	$	—	$	153,844
Commercial real estate:
Real estate - construction and land development		36,782		10		—		—		—		36,792
Real estate - commercial non-owner occupied		284,099		5,398		1,321		1,797		—		292,615
Real estate - commercial owner occupied		157,064		7,301		496		2,474		—		167,335
Residential real estate:
Real estate - residential - ITIN		38,279		—		—		7,287		—		45,566
Real estate - residential - 1-4 family mortgage		17,696		815		—		1,914		—		20,425
Real estate - residential - equity lines		33,828		858		—		1,267		—		35,953
Consumer and other		51,398		2		—		281		—		51,681
Total	$	743,235	$	36,068	$	6,387	$	18,521	$	—	$	804,211

The following tables summarize the ALLL by portfolio for the

three

and

six

months ended

June 30, 2017

and

2016.

	For the Three Months Ended June 30, 2017
(Amounts in thousands)			Commercial		Residential
ALLL by Loan Class	Commercial		Real Estate		Real Estate			Consumer			Unallocated			Total
Beginning balance	$	2,649	$	5,963	$	1,490		$	1,074		$	465		$	11,641
Charge-offs		—		—		(115	)		(244	)		—			(359	)
Recoveries		36		—		19			51			—			106
Provision		165		109		(197	)		256			(33	)		300
Ending balance	$	2,850	$	6,072	$	1,197		$	1,137		$	432		$	11,688

	For the Three Months Ended June 30, 2016
(Amounts in thousands)				Commercial			Residential
ALLL by Loan Class	Commercial			Real Estate			Real Estate			Consumer			Unallocated		Total
Beginning balance	$	2,466		$	5,892		$	1,961		$	814		$	362	$	11,495
Charge-offs		(1,020	)		(31	)		(478	)		(205	)		—		(1,734	)
Recoveries		1,496			475			105			27			—		2,103
Provision		(351	)		(307	)		283			127			248		—
Ending balance	$	2,591		$	6,029		$	1,871		$	763		$	610	$	11,864

	For the Six Months Ended June 30, 2017
(Amounts in thousands)				Commercial		Residential
ALLL by Loan Class	Commercial			Real Estate		Real Estate			Consumer			Unallocated			Total
Beginning balance	$	2,849		$	5,578	$	1,716		$	955		$	446		$	11,544
Charge-offs		(51	)		—		(284	)		(471	)		—			(806	)
Recoveries		235			27		94			94			—			450
Provision		(183	)		467		(329	)		559			(14	)		500
Ending balance	$	2,850		$	6,072	$	1,197		$	1,137		$	432		$	11,688

	For the Six Months Ended June 30, 2016
(Amounts in thousands)				Commercial			Residential
ALLL by Loan Class	Commercial			Real Estate			Real Estate			Consumer			Unallocated		Total
Beginning balance	$	2,493		$	5,784		$	1,577		$	770		$	556	$	11,180
Charge-offs		(1,106	)		(37	)		(550	)		(348	)		—		(2,041	)
Recoveries		78			2,480			86			81			—		2,725
Provision		1,126			(2,198	)		758			260			54		—
Ending balance	$	2,591		$	6,029		$	1,871		$	763		$	610	$	11,864

The following tables summarize the ALLL and the recorded investment in loans and leases as of

June 30, 2017

and

December 31, 2016.

	As of June 30, 2017
			Commercial		Residential
(Amounts in thousands)	Commercial		Real Estate		Real Estate		Consumer		Unallocated		Total
ALLL:
Individually evaluated for impairment	$	602	$	80	$	395	$	13	$	—	$	1,090
Collectively evaluated for impairment		2,248		5,992		802		1,124		432		10,598
Total	$	2,850	$	6,072	$	1,197	$	1,137	$	432	$	11,688
Gross loans:
Individually evaluated for impairment	$	3,113	$	2,641	$	10,028	$	38	$	—	$	15,820
Collectively evaluated for impairment		149,091		515,497		84,238		50,742		—		799,568
Total gross loans	$	152,204	$	518,138	$	94,266	$	50,780	$	—	$	815,388

	As of December 31, 2016
			Commercial		Residential
(Amounts in thousands)	Commercial		Real Estate		Real Estate		Consumer		Unallocated		Total
ALLL:
Individually evaluated for impairment	$	641	$	85	$	721	$	14	$	—	$	1,461
Collectively evaluated for impairment		2,208		5,493		995		941		446		10,083
Total	$	2,849	$	5,578	$	1,716	$	955	$	446	$	11,544
Gross loans:
Individually evaluated for impairment	$	3,525	$	3,125	$	11,894	$	250	$	—	$	18,794
Collectively evaluated for impairment		150,319		493,617		90,050		51,431		—		785,417
Total gross loans	$	153,844	$	496,742	$	101,944	$	51,681	$	—	$	804,211

The ALLL totaled

$11.7

million or

1.43%

of total gross loans at

June 30, 2017

and

$11.5

million or

1.44%

December 31, 2016.

As of

June 30, 2017

and

December 31, 2016,

we had commitments to extend credit of

$213.4

million and

$229.4

million, respectively. The reserve for unfunded commitments recorded in

Other Liabilities

in the

Consolidated Balance Sheets

June 30, 2017

and

December 31, 2016

was

$695

thousand.

The ALLL is based upon estimates of loan and lease losses and is maintained at a level considered adequate to provide for probable losses inherent in the outstanding loan portfolio. Our ALLL methodology significantly incorporates management’s current judgments, and reflects the reserve amount that is necessary for estimated loan and lease losses and risks inherent in the loan portfolio in accordance with ASC Topic

450

Contingencies

and ASC Topic

310

Receivables.

The allowance is increased by provisions charged to expense and reduced by net charge-offs. In periodic evaluations of the adequacy of the allowance balance, management considers past loan and lease loss experience by type of credit, known and inherent risks in the portfolio, adverse situations that

may

affect a borrower’s ability to repay, the estimated value of any underlying collateral, current economic conditions and other factors. We formally assess the adequacy of the ALLL on a monthly basis. These assessments include the periodic re-grading of classified loans based on changes in their individual credit characteristics including delinquency, seasoning, recent financial performance of the borrower, economic factors, changes in the interest rate environment and other factors as warranted. Loans are initially rated when originated. They are reviewed as they are renewed, when there is a new loan to the same borrower and/or when identified facts demonstrate heightened risk of default. Confirmation of the quality of our grading process is obtained by independent reviews conducted by outside consultants specifically hired for this purpose and by periodic examination by various bank regulatory agencies.

Management monitors delinquent loans continuously and identifies problem loans to be evaluated individually for impairment testing. For loans that are determined impaired, a formal impairment measurement is performed at least quarterly on a loan-by-loan basis.

Our method for assessing the appropriateness of the allowance includes specific allowances for identified problem loans, an allowance factor for categories of credits and allowances for changing environmental factors (e.g., portfolio trends, concentration of credit, growth, economic factors). Allowances for identified problem loans are based on specific analysis of individual credits. Loss estimation factors for loan categories are based on analysis of local economic factors applicable to each loan category. Allowances for changing environmental factors are management’s best estimate of the probable impact these changes have had on the loan portfolio as a whole.

We believe that the ALLL was adequate as of

June 30, 2017.

There is, however,

assurance that future loan and lease losses will

not

exceed the levels provided for in the ALLL and could possibly result in additional charges to the provision for loan and lease losses. In addition, bank regulatory authorities, as part of their periodic examination of the Company,

may

require additional charges to the provision for loan and lease losses in future periods if warranted as a result of their review.

As of

June 30, 2017,

approximately

75%

of our gross loan portfolio is secured by real estate, and a significant decline in real estate market values

may

require an increase in the ALLL. Deterioration in our markets

may

adversely affect our loan portfolio and

may

lead to additional charges to the provision for loan and lease losses.

All impaired loans are individually evaluated for impairment. If the measurement of each impaired loans’ value is less than the recorded investment in the loan, we recognize this impairment and adjust the carrying value of the loan to fair value through the ALLL. For collateral dependent loans, this can be accomplished by charging off the impaired portion of the loan based on the underlying value of the collateral. For non-collateral dependent loans, we establish a specific component within the ALLL based on the present value of the future cash flows. If we determine the sources of repayment will

not

result in a reasonable probability that the carrying value of a loan can be recovered, the amount of a loan’s specific impairment is charged off against the ALLL. Impairment reserves on non-collateral dependent restructured loans are measured by comparing the present value of expected future cash flows on the restructured loans discounted at the interest rate of the original loan agreement to the loan’s carrying value. These impairment reserves are recognized as a specific component to be provided for in the ALLL.

The unallocated portion of ALLL provides for coverage of credit losses inherent in the loan portfolio but

not

captured in the credit loss factors that are utilized in the risk rating-based component, or in the specific impairment reserve component of the ALLL, and acknowledges the inherent imprecision of all loss prediction models. As of

June 30, 2017

and

December 31, 2016,

the unallocated allowance amount represented

of the ALLL. While the ALLL composition is an indication of specific amounts or loan categories in which future charge-offs

may

occur, actual amounts

may

differ.

We have lending policies and procedures in place with the objective of optimizing loan income within an accepted risk tolerance level. We review and approve these policies and procedures annually. Monitoring and reporting systems supplement the review process with regular frequency as related to loan production, loan quality, concentrations of credit, potential problem loans, loan delinquencies, and nonperforming loans.

The following is a brief summary, by loan type, of management’s evaluation of the general risk characteristics and underwriting standards:

Commercial Loans

– Commercial loans are underwritten after evaluating the borrower’s financial ability to maintain profitability including future expansion objectives. In addition, the borrower’s qualitative qualities are evaluated, such as management skills and experience, ethical traits, and overall business acumen. Commercial loans are primarily extended based on the cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The borrower’s cash flow

may

deviate from initial projections, and the value of collateral securing these loans

may

vary.

Most commercial loans are generally secured by the assets being financed and other business assets such as accounts receivable or inventory. Management

may

also incorporate a personal guarantee; however, some short-term loans

may

be extended on an unsecured basis. Repayment of commercial loans secured by accounts receivable

may

be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Commercial Real Estate (“CRE”) Loans

– CRE loans are subject to similar underwriting standards and processes as commercial loans. CRE loans are viewed predominantly as cash flow loans and secondarily as loans collateralized by real estate. Generally, CRE lending involves larger principal amounts with repayment largely dependent on the successful operation of the property securing the loan or the business conducted on the collateralized property. CRE loans tend to be more adversely affected by conditions in the real estate markets or by general economic conditions.

The properties securing the CRE portfolio are diverse in terms of type and primary source of repayment. This diversity helps reduce our exposure to adverse economic events that affect any single industry. We monitor and evaluate CRE loans based on occupancy status (investor versus owner occupied), collateral, geography, and risk grade criteria.

Generally, CRE loans to developers and builders that are secured by non-owner occupied properties require the borrower to have had an existing relationship with the Company and a proven record of success. Construction loans are underwritten utilizing feasibility studies, sensitivity analysis of absorption and lease rates, and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of cost and value associated with the complete project (as-is value). These estimates

may

be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment largely dependent on the success of the ultimate project. Sources of repayment for these types of loans

may

be pre-committed permanent loans from approved long-term lenders, sales of developed property, or an interim loan commitment from the Company until permanent financing is secured. These loans are closely monitored by on-site inspections, and are considered to have higher inherent risks than other CRE loans due to their ultimate repayment sensitivity to interest rate changes, governmental regulation of real property, general economic conditions, and the availability of long-term financing.

Consumer Loans

– Our consumer loan originations are generally limited to home equity loans with nominal originations in unsecured personal loans. The portfolio also includes unsecured consumer home improvement loans and residential solar panel loans secured by UCC filings. We are highly dependent on

third

party credit scoring analysis to supplement the internal underwriting process. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed, jointly by management and staff personnel. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk. Additionally, trend and outlook reports are reviewed by management on a regular basis. Underwriting standards for home equity loans are heavily influenced by statutory requirements, which include, but are

not

limited to, a maximum loan-to-value percentage of

80%,

collection remedies, the number of such loans a borrower can have at

one

time, and documentation requirements.

We maintain an independent loan review program that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to the Board of Directors and Audit Committee. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as our policies and procedures.

Management’s continuing evaluation of all known relevant quantitative and qualitative internal and external risk factors provides the foundation for the

three

major components of the ALLL: (

) historical valuation allowances established in accordance with ASC

450,

Contingencies (“ASC

450”

) for groups of similarly situated loan pools; (

) general valuation allowances established in accordance with ASC

450

and based on qualitative credit risk factors; and (

) specific valuation allowances established in accordance with ASC

310,

Receivables (“ASC

310”

) and based on estimated probable losses on specific impaired loans. All

three

components are aggregated and constitute the ALLL; while portions of the allowance

may

be allocated to specific credits, the allowance net of specific reserves is available for the remaining credits that management deems as “loss.” It is our policy to classify a credit as loss with a concurrent charge-off when management considers the credit uncollectible and of such little value that its continuance as a bankable asset is

not

warranted. A loss classification does

not

mean that the loan has absolutely

recovery or salvage value, but rather it is

not

practical or desirable to defer recognizing the likely credit loss of a valueless asset even though partial recovery

may

occur in the future.

Our loan portfolio is evaluated by general loan class including commercial, commercial real estate (which includes construction and other real estate), residential real estate (which includes

family and home equity loans), consumer and other loans. In accordance with ASC

450,

historical valuation allowances are established for loan pools with similar risk characteristics common to each loan grouping. These loan pools are similarly risk-graded and each portfolio is evaluated by identifying all relevant risk characteristics that are common to these segmented groups of loans. These characteristics include a significant emphasis on historical losses within each loan group, inherent risks for each, and specific loan class characteristics such as trends related to nonaccrual loans, past due loans, criticized loans, net charge-offs or recoveries, among other relevant credit risk factors. We periodically review and update our historical loss ratios based on net charge-off experience for each loan and lease class. Other credit risk factors are also reviewed periodically and adjusted as necessary to account for any changes in potential loss exposure.

General valuation allowances, as prescribed by ASC

450,

are based on qualitative factors such as changes in asset quality trends, concentrations of credit or changes in concentrations of credit, changes in underwriting standards, changes in experience or depth of lending staff or management, the effectiveness of loan grading and the internal loan review function, and any other relevant factors. Management evaluates each qualitative component quarterly to determine the associated risks to the quality of our loan portfolio.