Bank First Corp 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021, included in our Annual Report and with our unaudited condensed accompanying notes set forth in this Quarterly Report on Form 10-Q for the quarterly period September 30, 2022. FORWARD-LOOKING STATEMENTS Certain statements contained in this report are forward-looking statements within the meaning of and subject to the safe harbor protections of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements relating to the Company’s assets, business, cash flows, condition (financial or otherwise), credit quality, financial performance, liquidity, short and long-term performance goals, prospects, results of operations, strategic initiatives, potential future acquisitions, disposition and other growth opportunities. These statements, which are based upon certain assumptions and estimates and describe the Company’s future plans, results, strategies and expectations, can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” “projection” and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon current expectations, estimates and projections about the Company’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates and projections will be achieved. Accordingly, the Company cautions investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict and that are beyond the Company’s control. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date of this report, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statement in this report including, without limitation, the risks and other factors set forth in the Company’s Registration Statements under the captions “Cautionary Note Regarding Forward-Looking Statements” and “Risk factors.” Many of these factors are beyond the Company’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, investors should not place undue reliance on any such forward-looking statements. Any forward-looking statements speaks only as of the date of this report, and the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. We qualify all of our forward-looking statements by these cautionary statements. OVERVIEW Bank First Corporation is a Wisconsin corporation that was organized primarily to serve as the holding company for Bank First, N.A. Bank First, N.A., which was incorporated in 1894, is a nationally-chartered bank headquartered in Manitowoc, Wisconsin. It is a member of the Board of Governors of the Federal Reserve System (“Federal Reserve”), and is regulated by the Office of the Comptroller of the Currency (“OCC”). Including its headquarters in Manitowoc, Wisconsin, the Bank has 26 banking locations in Manitowoc, Outagamie, Brown, Winnebago, Sheboygan, Shawano, Waupaca, Ozaukee, Monroe, and Jefferson counties in Wisconsin. The Bank offers loan, deposit and treasury management products at each of its banking locations. 30 Table of Contents ​ As with most community banks, the Bank derives a significant portion of its income from interest received on loans and investments. The Bank’s primary source of funding is deposits, both interest-bearing and noninterest-bearing. In order to maximize the Bank’s net interest income, or the difference between the income on interest-earning assets and the expense of interest-bearing liabilities, the Bank must not only manage the volume of these balance sheet items, but also the yields earned on interest-earning assets and the rates paid on interest-bearing liabilities. To account for credit risk inherent in all loans, the Bank maintains an ALL to absorb possible losses on existing loans that may become uncollectible. The Bank establishes and maintains this allowance by charging a provision for loan losses against operating earnings. Beyond its net interest income, the Bank further receives income through the net gain on sale of loans held for sale as well as servicing income which is retained on those sold loans. In order to maintain its operations and bank locations, the Bank incurs various operating expenses which are further described within the “Results of Operations” later in this section. The Bank is a 49.8% member of a data processing subsidiary, UFS, which provides core data processing, endpoint management private cloud services, cyber security and digital banking solutions for over 60 Midwest banks. The Bank, through its 100% owned subsidiary TVG Holdings, Inc., also holds a 40% ownership interest in Ansay, an insurance agency providing clients throughout Wisconsin with insurance and risk management solutions. These unconsolidated subsidiary interests contribute noninterest income to the Bank through their underlying annual earnings. On August 12, 2022, the Company consummated its merger with Denmark pursuant to the Agreement and Plan of Bank Merger, dated as of January 18, 2022, by and among the Company and Denmark, whereby Denmark was merged with and into the Company, and Denmark State Bank, Denmark’s wholly owned banking subsidiary, was merged with and into the Bank. The system integration was completed, and five branches of Denmark State Bank opened on August 15, 2022 as a branch of the Bank, expanding the Bank’s presence in Manitowoc, Brown, Outagamie and Shawano County. On July 25, 2022, the Company entered into an Agreement and Plan of Merger with Hometown, a Wisconsin Corporation, pursuant to which Hometown will merge with and into the Company and Hometown's banking subsidiary, Hometown Bank, will merge with and into the Bank. The transaction is expected to close during the first quarter of 2023 and is subject to, among other items, approval by the shareholders of Hometown and regulatory agencies. Merger consideration will consist of up to 30% cash and no less than 70% of the common stock of the Company, and will total approximately $124 million, subject to the fair market value of the Company's common stock on the date of closing. Based on results as of September 30, 2022, the combined company would have total assets of approximately $4.26 billion, loans of approximately $3.25 billion, and deposits of approximately $3.68 billion. The Company accounts for these transactions under the acquisition method of accounting, and thus, the financial position and results of operations of acquired institutions prior to the consummation date are not included in the accompanying consolidated financial statements. The acquisition method of accounting required assets purchased and liabilities assumed to be recorded at their respective fair values at the date of acquisition. The Company determines the fair value of core deposit intangibles, securities, premises and equipment, loans, other assets and liabilities, deposits and borrowings with the assistance of third party valuations, appraisals, and third party advisors. The estimated fair values are subject to refinement for up to one year after the consummation as additional information becomes available relative to the closing date fair values. The U.S. economy contracted in the first half of 2020, ending the longest expansionary period in U.S. history, due to the COVID-19 pandemic. During March 2020, in an effort to lessen the impact of COVID-19 on consumers and businesses, the Federal Reserve reduced the federal funds rate 1.5 percentage points to 0.00 to 0.25 percent and the U.S. government enacted the CARES Act, the largest economic stimulus package in the nation's history. The Company responded to the pandemic, beginning in March 2020, by supporting our clients, employees, and communities with such measures as remote work capabilities and branch service enhancements, loan payment deferrals, and accelerated investments in several technology initiatives that provided more convenience and a better digital experience as clients adapted to this highly virtual environment. The Company participated in the PPP and funded approximately 2,998 loans totaling approximately $377.5 million under the programs available in both 2020 and 2021. Additional government spending measures and the availability of vaccines improved consumer confidence and demand, and the economy largely reopened in 2021, leading to a reduction in the unemployment rate and accelerated GDP growth. While 2021 and 2022 have seen a recovery in the U.S. economy compared to 2020, uncertainty and market disruptions such as additional coronavirus variants, pandemic-related supply chain issues and labor shortages persist. The economic expansion has been met with inflationary pressures which have resulted in the Federal Open Market Committee aggressively tightening monetary policy during 2022, beginning in March 2022 and likely including more interest rate hikes in the future. With an asset-sensitive balance sheet and our strong position in our markets, we expect increases in loan demand and interest rates should improve returns going forward. 31 Table of Contents ​ SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA The following tables present certain selected historical consolidated financial data as of the dates or for the period indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At or for the Three Months Ended ​ At or for the Nine Months Ended ​ (In thousands, except per share data) 9/30/2022 6/30/2022 3/31/2022 12/31/2021 9/30/2021 9/30/2022 9/30/2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Results of Operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ $ 30,740 ​ $ 25,820 ​ $ 24,220 ​ $ 25,043 ​ $ 24,898 ​ $ 80,780 ​ $ 73,343 ​ Interest expense ​ 3,047 ​ 2,340 ​ 1,930 ​ 1,812 ​ 1,964 ​ 7,317 ​ 6,492 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net interest income ​ 27,693 ​ 23,480 ​ 22,290 ​ 23,231 ​ 22,934 ​ 73,463 ​ 66,851 ​ Provision for loan losses ​ — ​ 500 ​ 1,200 ​ 600 ​ 650 ​ 1,700 ​ 2,500 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net interest income after provision for loan losses ​ 27,693 ​ 22,980 ​ 21,090 ​ 22,631 ​ 22,284 ​ 71,763 ​ 64,351 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Noninterest income ​ 5,166 ​ 5,551 ​ 5,234 ​ 5,520 ​ 5,031 ​ 15,951 ​ 18,021 ​ Noninterest expense ​ 18,895 ​ 13,219 ​ 12,731 ​ 13,435 ​ 12,469 ​ 44,845 ​ 37,121 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income tax expense ​ 13,964 ​ 15,312 ​ 13,593 ​ 14,716 ​ 14,846 ​ 42,869 ​ 45,251 ​ Income tax expense ​ 3,431 ​ 3,658 ​ 3,410 ​ 3,553 ​ 3,628 ​ 10,499 ​ 10,971 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 10,533 ​ $ 11,654 ​ $ 10,183 ​ $ 11,163 ​ $ 11,218 ​ $ 32,370 ​ $ 34,280 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share - basic ​ $ 1.26 ​ $ 1.55 ​ $ 1.34 ​ $ 1.46 ​ $ 1.46 ​ $ 4.15 ​ $ 4.45 ​ Earnings per common share - diluted ​ 1.26 ​ 1.55 ​ 1.34 ​ 1.46 ​ 1.46 ​ 4.15 ​ 4.45 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic weighted average ​ 8,205,914 ​ 7,457,443 ​ 7,540,264 ​ 7,570,128 ​ 7,605,541 ​ 7,737,089 ​ 7,638,857 ​ Diluted weighted average ​ 8,228,197 ​ 7,472,561 ​ 7,559,844 ​ 7,595,052 ​ 7,624,791 ​ 7,757,726 ​ 7,658,828 ​ Outstanding ​ 9,028,629 ​ 7,470,255 ​ 7,570,766 ​ 7,616,540 ​ 7,641,771 ​ 9,028,629 ​ 7,641,771 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Noninterest income / noninterest expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Service charges ​ $ 1,383 ​ $ 1,441 ​ $ 1,422 ​ $ 1,574 ​ $ 1,491 ​ $ 4,246 ​ $ 4,554 ​ Income from Ansay ​ 671 ​ 819 ​ 826 ​ 383 ​ 756 ​ 2,316 ​ 2,204 ​ Income from UFS ​ 852 ​ 563 ​ 705 ​ 776 ​ 751 ​ 2,120 ​ 1,780 ​ Loan servicing income ​ 1,673 ​ 2,106 ​ 1,062 ​ 1,557 ​ 599 ​ 4,841 ​ 2,282 ​ Net gain on sales of mortgage loans ​ 264 ​ 403 ​ 671 ​ 1,167 ​ 1,206 ​ 1,338 ​ 6,204 ​ Net gain (loss) on sales and valuations of other real estate owned ​ — ​ (25) ​ 171 ​ (186) ​ — ​ 146 ​ 206 ​ Other noninterest income ​ 323 ​ 244 ​ 377 ​ 249 ​ 228 ​ 944 ​ 791 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total noninterest income ​ $ 5,166 ​ $ 5,551 ​ $ 5,234 ​ $ 5,520 ​ $ 5,031 ​ $ 15,951 ​ $ 18,021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Personnel expense ​ $ 10,812 ​ $ 7,006 ​ $ 7,175 ​ $ 7,307 ​ $ 6,996 ​ $ 24,993 ​ $ 21,208 ​ Occupancy, equipment and office ​ 1,176 ​ 1,214 ​ 1,115 ​ 950 ​ 1,070 ​ 3,505 ​ 3,248 ​ Data processing ​ 1,577 ​ 1,431 ​ 1,345 ​ 1,334 ​ 1,259 ​ 4,353 ​ 4,010 ​ Postage, stationery and supplies ​ 215 ​ 144 ​ 183 ​ 181 ​ 204 ​ 542 ​ 532 ​ Net loss on sales of securities ​ - ​ - ​ - ​ - ​ 3 ​ — ​ 3 ​ Advertising ​ 61 ​ 55 ​ 89 ​ 75 ​ 50 ​ 205 ​ 152 ​ Charitable contributions ​ 150 ​ 235 ​ 168 ​ 135 ​ 121 ​ 553 ​ 399 ​ Outside service fees ​ 2,538 ​ 1,386 ​ 1,172 ​ 776 ​ 741 ​ 5,096 ​ 2,300 ​ Amortization of intangibles ​ 751 ​ 294 ​ 293 ​ 352 ​ 351 ​ 1,338 ​ 1,053 ​ Other noninterest expense ​ 1,615 ​ 1,454 ​ 1,191 ​ 2,325 ​ 1,674 ​ 4,260 ​ 4,216 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total noninterest expense ​ $ 18,895 ​ $ 13,219 ​ $ 12,731 ​ $ 13,435 ​ $ 12,469 ​ $ 44,845 ​ $ 37,121 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period-end balances: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans ​ $ 2,859,293 ​ $ 2,387,617 ​ $ 2,316,688 ​ $ 2,235,515 ​ $ 2,208,915 ​ $ 2,859,293 ​ $ 2,208,915 ​ Allowance for loan losses ​ 23,045 ​ 22,699 ​ 21,749 ​ 20,315 ​ 20,237 ​ 23,045 ​ 20,237 ​ Investment securities available-for-sale, at fair value ​ 303,280 ​ 292,426 ​ 297,063 ​ 212,689 ​ 148,376 ​ 303,280 ​ 148,376 ​ Investment securities held-to-maturity, at cost ​ 40,826 ​ 33,867 ​ 5,841 ​ 5,911 ​ 5,912 ​ 40,826 ​ 5,912 ​ Goodwill and other intangibles, net ​ 129,361 ​ 58,805 ​ 59,099 ​ 59,392 ​ 59,743 ​ 129,361 ​ 59,743 ​ Total assets ​ 3,640,754 ​ 2,961,027 ​ 2,924,936 ​ 2,937,552 ​ 2,846,605 ​ 3,640,754 ​ 2,846,605 ​ Deposits ​ 3,138,201 ​ 2,601,479 ​ 2,557,106 ​ 2,528,440 ​ 2,472,258 ​ 3,138,201 ​ 2,472,258 ​ Stockholders’ equity ​ 439,415 ​ 314,162 ​ 318,303 ​ 322,653 ​ 315,262 ​ 439,415 ​ 315,262 ​ Book value per common share ​ 48.67 ​ 42.06 ​ 42.04 ​ 42.36 ​ 41.26 ​ 48.67 ​ 41.26 ​ Tangible book value per common share (1) ​ 34.34 ​ 34.18 ​ 34.24 ​ 34.56 ​ 33.44 ​ 34.34 ​ 33.44 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average balances: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans ​ $ 2,640,397 ​ $ 2,341,954 ​ $ 2,271,956 ​ $ 2,207,615 ​ $ 2,218,324 ​ $ 2,419,451 ​ $ 2,220,570 ​ Interest-earning assets ​ 3,062,921 ​ 2,975,376 ​ 3,001,174 ​ 2,695,175 ​ 2,659,584 ​ 3,013,382 ​ 2,614,140 ​ Total assets ​ 3,349,615 ​ 3,186,384 ​ 3,209,202 ​ 2,901,685 ​ 2,861,959 ​ 3,249,469 ​ 2,816,409 ​ Deposits ​ 2,911,561 ​ 2,566,520 ​ 2,543,471 ​ 2,513,918 ​ 2,479,799 ​ 2,675,199 ​ 2,430,068 ​ Interest-bearing liabilities ​ 2,034,158 ​ 2,053,369 ​ 2,080,172 ​ 1,759,437 ​ 1,738,895 ​ 2,055,732 ​ 1,719,162 ​ Goodwill and other intangibles, net ​ 90,962 ​ 58,987 ​ 59,285 ​ 59,614 ​ 59,969 ​ 69,861 ​ 60,368 ​ Stockholders’ equity ​ 401,130 ​ 317,484 ​ 322,852 ​ 318,837 ​ 313,868 ​ 347,442 ​ 307,517 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial ratios (2): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Return on average assets ​ 1.25 % 1.47 % 1.27 % 1.53 % 1.57 % 1.33 % 1.62 % Return on average common equity ​ 10.42 % 14.72 % 12.62 % 13.89 % 14.30 % 12.46 % 14.86 % Average equity to average assets ​ 11.98 % 9.96 % 10.06 % 10.99 % 10.97 % 10.69 % 10.92 % Stockholders’ equity to assets ​ 12.07 % 10.61 % 10.88 % 10.98 % 11.08 % 12.07 % 11.08 % Tangible equity to tangible assets (1) ​ 8.83 % 8.80 % 9.04 % 9.15 % 9.17 % 8.83 % 9.17 % Loan yield ​ 4.29 % 4.06 % 4.02 % 4.25 % 4.25 % 4.13 % 4.24 % Earning asset yield ​ 4.03 % 3.53 % 3.32 % 3.74 % 3.76 % 3.63 % 3.80 % Cost of funds ​ 0.59 % 0.46 % 0.38 % 0.41 % 0.45 % 0.48 % 0.50 % Net interest margin, taxable equivalent ​ 3.63 % 3.21 % 3.06 % 3.47 % 3.47 % 3.30 % 3.47 % Net loan charge-offs to average loans ​ -0.05 % -0.08 % -0.04 % 0.02 % -0.01 % -0.04 % 0.00 % Nonperforming loans to total loans ​ 0.17 % 0.22 % 0.24 % 0.37 % 0.53 % 0.17 % 0.53 % Nonperforming assets to total assets ​ 0.17 % 0.18 % 0.19 % 0.28 % 0.42 % 0.18 % 0.42 % Allowance for loan losses to loans ​ 0.81 % 0.95 % 0.94 % 0.91 % 0.92 % 0.81 % 0.92 % (1) These measures are not measures prepared in accordance with GAAP, and are therefore considered to be non-GAAP financial measures. See “GAAP reconciliation and management explanation of non-GAAP financial measures” for a reconciliation of these measures to their most comparable GAAP measures. (2) Income statement-related ratios for partial year periods are annualized. 32 Table of Contents ​ GAAP RECONCILIATION AND MANAGEMENT EXPLANATION OF NON-GAAP FINANCIAL MEASURES We identify certain financial measures discussed in the Report as being “non-GAAP financial measures.” The non-GAAP financial measures presented in this Report are tangible book value per common share and tangible equity to tangible assets. In accordance with the SEC’s rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in our selected historical consolidated financial data may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have presented in our selected historical consolidated financial data when comparing such non-GAAP financial measures. The following discussion and reconciliations provide a more detailed analysis of these non-GAAP financial measures. Tangible book value per common share and tangible equity to tangible assets are non-GAAP measures that exclude the impact of goodwill and other intangibles used by the Company’s management to evaluate capital adequacy. Because intangible assets such as goodwill and other intangibles vary extensively from company to company, we believe that the presentation of this information allows investors to more easily compare the Company’s capital position to other companies. The most directly comparable financial measures calculated in accordance with GAAP are book value per common share, return on average common equity and stockholders’ equity to total assets. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At or for the Three Months Ended ​ At or for the Nine Months Ended (In thousands, except per share data) 9/30/2022 6/30/2022 3/31/2022 12/31/2021 9/30/2021 9/30/2022 9/30/2021 Tangible Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 3,640,754 ​ $ 2,961,027 ​ $ 2,924,936 ​ $ 2,937,552 ​ $ 2,846,605 ​ $ 3,640,754 ​ $ 2,846,605 ​ Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ (111,551) ​ (55,357) ​ ​ (55,357) ​ ​ (55,357) ​ (55,357) ​ (111,551) ​ (55,357) ​ Core deposit intangible, net of amortization ​ (17,810) ​ (3,448) ​ ​ (3,742) ​ ​ (4,035) ​ (4,386) ​ (17,810) ​ (4,386) ​ Tangible assets ​ $ 3,511,393 ​ $ 2,902,222 ​ $ 2,865,837 ​ $ 2,878,160 ​ $ 2,786,862 ​ $ 3,511,393 ​ $ 2,786,862 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tangible Common Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stockholders’ equity ​ $ 439,415 ​ $ 314,162 ​ $ 318,303 ​ $ 322,653 ​ $ 315,262 ​ $ 439,415 ​ $ 315,262 ​ Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ (111,551) ​ (55,357) ​ ​ (55,357) ​ ​ (55,357) ​ (55,357) ​ (111,551) ​ (55,357) ​ Core deposit intangible, net of amortization ​ (17,810) ​ (3,448) ​ ​ (3,742) ​ ​ (4,035) ​ (4,386) ​ (17,810) ​ (4,386) ​ Tangible common equity ​ $ 310,054 ​ $ 255,357 ​ $ 259,204 ​ $ 263,261 ​ $ 255,519 ​ $ 310,054 ​ $ 255,519 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Book value per common share ​ $ 48.67 ​ $ 42.06 ​ $ 42.04 ​ $ 42.36 ​ $ 41.26 ​ $ 48.67 ​ $ 41.26 ​ Tangible book value per common share ​ 34.34 ​ 34.18 ​ ​ 34.24 ​ ​ 34.56 ​ 33.44 ​ 34.34 ​ 33.44 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stockholders’ equity to total assets ​ 12.07 % 10.61 % ​ 10.88 % ​ 10.98 % 11.08 % 12.07 % 11.08 % Tangible common equity to tangible assets ​ 8.83 % 8.80 % ​ 9.04 % ​ 9.15 % 9.17 % 8.83 % 9.17 % ​ RESULTS OF OPERATIONS Results of Operations for the Three Months Ended September 30, 2022 and September 30, 2021 General . Net income decreased $0.7 million to $10.5 million for three months ended September 30, 2022, compared to $11.2 million for the same period in 2021. This decrease was primarily due to an increase in noninterest expense from one-time costs related to the acquisition of Denmark in the third quarter of 2022 as well as increased scale of operations from that acquisition impacting approximately half of the quarter. These increased expenses more than offset a rise in net interest income in the year-over-year third quarters. Net Interest Income . The management of interest income and expense is fundamental to our financial performance. Net interest income, the difference between interest income and interest expense, is the largest component of the Company’s total revenue. Management closely monitors both total net interest income and the net interest margin (net interest income divided by average 33 Table of Contents ​ earning assets). We seek to maximize net interest income without exposing the Company to an excessive level of interest rate risk through our asset and liability policies. Interest rate risk is managed by monitoring the pricing, maturity and repricing options of all classes of interest-bearing assets and liabilities. Our net interest margin can also be adversely impacted by the reversal of interest on nonaccrual loans and the reinvestment of loan payoffs into lower yielding investment securities and other short-term investments. Net interest and dividend income increased by $4.8 million to $27.7 million for the three months ended September 30, 2022 compared to $22.9 million for three months ended September 30, 2021. The increase in net interest income was primarily due to growth in interest earning assets over the last twelve months as well as increasing net interest margin in the year-over-year third quarters. Total average interest-earning assets was $3.06 billion for the three months ended September 30, 2022, up from $2.66 billion for the same period in 2021. Tax equivalent net interest margin increased 0.16% to 3.63% for the three-months ended September 30, 2022, up from 3.47% for the same period in 2021. Net interest margin and net interest income are influenced by internal and external factors. Internal factors include balance sheet changes on both volume and mix and pricing decisions, and external factors include changes in market interest rates, competition and the shape of the interest rate yield curve. Interest Income. Total interest income increased $5.8 million, or 23.5%, to $30.7 million for the three months ended September 30, 2022 compared to $24.9 million for the same period in 2021. The increase in total interest income was primarily due to the aforementioned growth in interest earnings assets over the last twelve months along with an increase in the average interest rate earned on these assets. The average balance of interest-earning assets increased by $403.3 million during the three months ended September 30, 2022 compared to the same period in 2021 and the average interest rate earned on these assets increased by 0.27% in the year-over-year third quarters. Interest Expense. Interest expense increased $1.1 million, or 55.1%, to $3.0 million for the three months ended September 30, 2022 compared to $2.0 million for the same period in 2021. The increase in interest expense was primarily due to elevated interest bearing liabilities and higher crediting interest rates on those liabilities. Interest expense on interest-bearing deposits increased by $0.8 million to $2.6 million for the three months ended September 30, 2022 from $1.8 million for the same period in 2021. The average balance and average cost of interest-bearing deposits was $2.0 million and 0.52% for the three months ended September 30, 2022, compared to $1.7 million and 0.42% for the same period in 2021. Provision for Loan Losses. Credit risk is inherent in the business of making loans. We establish an ALL through charges to earnings, which are shown in the statements of operations as the provision for loan losses. Specifically identifiable and quantifiable known losses are promptly charged off against the allowance. The provision for loan losses is determined by conducting a quarterly evaluation of the adequacy of our ALL and charging the shortfall or excess, if any, to the current quarter’s expense. This has the effect of creating variability in the amount and frequency of charges to earnings. The provision for loan losses and level of allowance for each period are dependent upon many factors, including loan growth, net charge-offs, changes in the composition of the loan portfolio, delinquencies, management’s assessment of the quality of the loan portfolio, the valuation of problem loans and the general economic conditions in our market area. The determination of the amount is complex and involves a high degree of judgment and subjectivity. We did not record a provision for loan loss during the three months ended September 30, 2022 compared to a provision of $0.7 million for the same period in 2021. We recorded net recoveries of $0.3 million for the three months ended September 30, 2022 compared to negligible net recoveries for the same period in 2021. The ALL was $23.0 million, or 0.81% of total loans, at September 30, 2022 compared to $20.2 million, or 0.92% of total loans at September 30, 2021. The decreased ALL coverage was the result of a significant increase in total purchased loans, due to the Denmark acquisition during the third quarter of 2022, which carry a fair value mark in lieu of a portion of the ALL until they are paid off or renewed. Noninterest Income. Noninterest income is an important component of our total revenues. A significant portion of our noninterest income is associated with service charges and income from the Bank’s unconsolidated subsidiaries, Ansay and UFS. Other sources of noninterest income include loan servicing fees and gains on sales of mortgage loans. Noninterest income increased $0.1 million to $5.2 million for the three months ended September 30, 2022 compared to $5.0 million for the same period in 2021. This increase was primarily the result of higher loan servicing income, which includes the impact of valuation updates to the Company’s MSRs, offset by a significant reduction in net gains on sales of mortgage loans quarter-over-quarter as the Company, and the banking industry as a whole, saw a slowdown in residential mortgage lending. MSR valuation updates added $0.9 million to servicing income during the third quarter of 2022, compared to no change during the prior year third quarter. 34 Table of Contents ​ The major components of our noninterest income are listed below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ ​ 2022 2021 $ Change % Change ​ ​ (In thousands) ​ Noninterest Income ​ ​ ​ ​ Service charges ​ $ 1,383 ​ $ 1,491 ​ $ (108) ​ ​ (7) % Income from Ansay ​ ​ 671 ​ ​ 756 ​ ​ (85) ​ ​ (11) % Income from UFS ​ 852 ​ 751 ​ 101 ​ 13 % Loan servicing income ​ 1,673 ​ 599 ​ 1,074 ​ 179 % Net gain on sales of mortgage loans ​ 264 ​ 1,206 ​ (942) ​ (78) % Other ​ 323 ​ 228 ​ 95 ​ 42 % Total noninterest income ​ $ 5,166 ​ $ 5,031 ​ $ 135 ​ ​ 3 % ​ ​ Noninterest Expense. Noninterest expense increased $6.4 million to $18.9 million for the three months ended September 30, 2022 compared to $12.5 million for the same period in 2021. Significant one-time expenses from the Company’s acquisition of Denmark during the third quarter of 2022 caused large increases in salaries, data processing and outside service fees. The added scale resulting from this transaction, which impacted approximately one-half of the third quarter of 2022, further increased salaries, occupancy and data processing. Finally, the acquisition of Denmark resulted in the recording of a core deposit intangible totaling $15.1 million. Amortization of this core deposit intangible began during the third quarter of 2022 and was the cause of the increase in amortization of intangibles in the year-over-year third quarters. The major components of our noninterest expense are listed below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ 2022 2021 $ Change % Change ​ (In thousands) ​ Noninterest Expense ​ ​ ​ ​ Salaries, commissions, and employee benefits ​ $ 10,812 ​ $ 6,996 ​ $ 3,816 55 % Occupancy ​ 1,176 ​ 1,070 ​ 106 10 % Data processing ​ 1,577 ​ 1,259 ​ 318 25 % Postage, stationary, and supplies ​ 215 ​ 204 ​ 11 5 % Net loss on sales of securities ​ — ​ 3 ​ (3) NM ​ Advertising ​ 61 ​ 50 ​ 11 22 % Charitable contributions ​ 150 ​ 121 ​ 29 24 % Outside service fees ​ 2,538 ​ 741 ​ 1,797 243 % Amortization of intangibles ​ 751 ​ 351 ​ 400 114 % Other ​ 1,615 ​ 1,674 ​ (59) (4) % Total noninterest expenses ​ $ 18,895 ​ $ 12,469 ​ $ 6,426 52 % ​ Income Tax Expense. We recorded a provision for income taxes of $3.4 million for the three months ended September 30, 2022 compared to a provision of $3.6 million for the same period during 2021, reflecting effective tax rates of 24.6% and 24.4%, respectively. The effective tax rates were reduced from the statutory federal and state income tax rates during both periods as a result of tax-exempt interest income produced by certain qualifying loans and investments in the Bank’s portfolios. 35 Table of Contents ​ Results of Operations for the Nine months Ended September 30, 2022 and September 30, 2021 General . Net income decreased $1.9 million to $32.4 million for nine months ended September 30, 2022, compared to $34.3 million for the same period in 2021. This decrease was primarily due to a slowdown in residential mortgage production during the first three quarters of 2022 compared to the same period during the prior year and significant one-time expenses related to the Company’s acquisition of Denmark, partially offset by higher net interest income and lower provisions for loan losses during 2022 compared to the prior year period. Net Interest Income . The management of interest income and expense is fundamental to our financial performance. Net interest income, the difference between interest income and interest expense, is the largest component of the Company’s total revenue. Management closely monitors both total net interest income and the net interest margin (net interest income divided by average earning assets). We seek to maximize net interest income without exposing the Company to an excessive level of interest rate risk through our asset and liability policies. Interest rate risk is managed by monitoring the pricing, maturity and repricing options of all classes of interest-bearing assets and liabilities. Our net interest margin can also be adversely impacted by the reversal of interest on nonaccrual loans and the reinvestment of loan payoffs into lower yielding investment securities and other short-term investments. Net interest and dividend income increased by $6.6 million to $73.5 million for the nine months ended September 30, 2022 compared to $66.9 million for nine months ended September 30, 2021. The increase in net interest income was primarily due to growth in interest earning assets over the last twelvemonths. Total average interest-earning assets was $3.01 billion for the nine months ended September 30, 2022, up from $2.61 billion for the same period in 2021. Tax equivalent net interest margin decreased 0.17% to 3.30% for the nine months ended September 30, 2022, down from 3.47% for the same period in 2021. The decrease in net interest margin was primarily caused by a short-term net interest income enhancement strategy which was in place for much of the first two quarters of 2022. This strategy utilized $300.0 million in short-term borrowings which were invested in short-term, risk-free investments. Investments and borrowings utilized in this strategy had a net interest margin less than 0.20%. While this strategy increased net interest income, it had a detrimental impact on net interest margin. Net interest margin and net interest income are influenced by internal and external factors. Internal factors include balance sheet changes on both volume and mix and pricing decisions, and external factors include changes in market interest rates, competition and the shape of the interest rate yield curve. Interest Income. Total interest income increased $7.4 million, or 10.1%, to $80.8 million for the nine months ended September 30, 2022 compared to $73.3 million for the same period in 2021. The increase in total interest income was primarily due to growth in interest earnings assets over the last twelve months. The average balance of interest-earning assets increased by $399.2 million during the first nine months of 2022 compared to the same period in 2021. Interest Expense. Interest expense increased $0.8 million, or 12.7%, to $7.3 million for the nine months ended September 30, 2022 compared to $6.5 million for the same period in 2021. The increase in interest expense was primarily due growth in interest-bearing liabilities over the last twelve months. The average balance of interest-bearing liabilities increased by $336.6 million during the first nine months of 2022 compared to the same period in 2021. Interest expense on interest-bearing deposits totaled $5.9 million for the nine months ended September 30, 2022 and 2021. The average cost of interest-bearing deposits was 0.43% for the nine months ended September 30, 2022, compared to 0.48% for the same period in 2021. Provision for Loan Losses. Credit risk is inherent in the business of making loans. We establish an ALL through charges to earnings, which are shown in the statements of operations as the provision for loan losses. Specifically identifiable and quantifiable known losses are promptly charged off against the allowance. The provision for loan losses is determined by conducting a quarterly evaluation of the adequacy of our ALL and charging the shortfall or excess, if any, to the current quarter’s expense. This has the effect of creating variability in the amount and frequency of charges to earnings. The provision for loan losses and level of allowance for each period are dependent upon many factors, including loan growth, net charge-offs, changes in the composition of the loan portfolio, delinquencies, management’s assessment of the quality of the loan portfolio, the valuation of problem loans and the general economic conditions in our market area. The determination of the amount is complex and involves a high degree of judgment and subjectivity. We recorded a provision for loan losses of $1.7 million for the nine months ended September 30, 2022 compared to $2.5 million for the same period in 2021. We recorded net recoveries of $1.0 million for the nine months ended September 30, 2022 compared to net recoveries of $0.1 million for the same period in 2021. The ALL was $23.0 million, or 0.81% of total loans, at September 30, 2022 compared to $20.2 million, or 0.92% of total loans at September 30, 2021. The decreased ALL coverage was the result of a significant 36 Table of Contents ​ increase in total purchased loans, due to the Denmark acquisition during the third quarter of 2022, which carry a fair value mark in lieu of a portion of the ALL until they are paid off or renewed. Noninterest Income. Noninterest income is an important component of our total revenues. A significant portion of our noninterest income is associated with service charges and income from the Bank’s unconsolidated subsidiaries, Ansay and UFS. Other sources of noninterest income include loan servicing fees and gains on sales of mortgage loans. Noninterest income decreased $2.1 million to $16.0 million for the nine months ended September 30, 2022 compared to $18.0 million for the same period in 2021. This decrease was caused by a significant reduction in net gains on sales of mortgage loans as the Company, and the banking industry as a whole, saw an extreme slowdown in residential mortgage lending due in part to a higher interest rate environment during 2022 compared to 2021. This decrease was partially offset by higher loan servicing income, which includes the impact of valuation updates to the Company’s MSRs. These valuation updates added $2.8 million to servicing income during the first three quarters of 2022, compared to $0.6 million during the first three quarters of 2021. The major components of our noninterest income are listed below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ ​ 2022 ​ 2021 ​ $ Change ​ % Change ​ (In thousands) Noninterest Income ​ ​ ​ ​ Service charges ​ $ 4,246 ​ $ 4,554 ​ $ (308) (7) % Income from Ansay ​ 2,316 ​ 2,204 ​ 112 5 % Income from UFS ​ 2,120 ​ 1,780 ​ 340 19 % Loan servicing income ​ 4,841 ​ 2,282 ​ 2,559 112 % Net gain on sales of mortgage loans ​ 1,338 ​ 6,204 ​ (4,866) (78) % Net gain on sales and valuations of other real estate owned ​ 146 ​ 206 ​ (60) (29) % Other ​ 944 ​ 791 ​ 153 19 % Total noninterest income ​ $ 15,951 ​ $ 18,021 ​ $ (2,070) (11) % ​ Noninterest Expense. Noninterest expense increased $7.7 million to $44.8 million for the nine months ended September 30, 2022 compared to $37.1 million for the same period in 2021. Significant one-time expenses from the Company’s acquisition of Denmark during the third quarter of 2022 caused large increases in salaries, data processing and outside service fees. The added scale resulting from this transaction, which impacted approximately one-half of the third quarter of 2022, as well as inflationary pressures further increased salaries, occupancy and data processing. Finally, the acquisition of Denmark resulted in the recording of a core deposit intangible totaling $15.1 million. Amortization of this core deposit intangible began during the third quarter of 2022 and was the cause of the increase in amortization of intangibles in the year-over-year periods. The major components of our noninterest expense are listed below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ 2022 2021 $ Change % Change ​ ​ (In thousands) ​ Noninterest Expense ​ ​ ​ ​ Salaries, commissions, and employee benefits ​ $ 24,993 ​ $ 21,208 ​ $ 3,785 18 % Occupancy ​ 3,505 ​ 3,248 ​ 257 8 % Data processing ​ 4,353 ​ 4,010 ​ 343 9 % Postage, stationary, and supplies ​ 542 ​ 532 ​ 10 2 % Net loss on sales of securities ​ — ​ 3 ​ (3) NM ​ Advertising ​ 205 ​ 152 ​ 53 35 % Charitable contributions ​ 553 ​ 399 ​ 154 39 % Outside service fees ​ 5,096 ​ 2,300 ​ 2,796 122 % Amortization of intangibles ​ 1,338 ​ 1,053 ​ 285 27 % Other ​ 4,260 ​ 4,216 ​ 44 1 % Total noninterest expenses ​ $ 44,845 ​ $ 37,121 ​ $ 7,724 21 % ​ ​ 37 Table of Contents ​ Income Tax Expense. We recorded a provision for income taxes of $10.5 million for the nine months ended September 30, 2022 compared to a provision of $11.0 million for the same period during 2021, reflecting effective tax rates of 24.5% and 24.2%, respectively. The effective tax rates were reduced from the statutory federal and state income tax rates during both periods as a result of tax-exempt interest income produced by certain qualifying loans and investments in the Bank’s portfolios. NET INTEREST MARGIN Net interest income represents the difference between interest earned, primarily on loans and investments, and interest paid on funding sources, primarily deposits and borrowings. Interest rate spread is the difference between the average rate earned on total interest-earning assets and the average rate paid on total interest-bearing liabilities. Net interest margin is the amount of net interest income, on a fully taxable-equivalent basis, expressed as a percentage of average interest-earning assets. The average rate earned on earning assets is the amount of annualized taxable equivalent interest income expressed as a percentage of average earning assets. The average rate paid on interest-bearing liabilities is equal to annualized interest expense as a percentage of average interest-bearing liabilities. The following tables set forth the distribution of our average assets, liabilities and stockholders’ equity, and average rates earned or paid on a fully taxable equivalent basis for each of the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ September 30, 2022 ​ September 30, 2021 ​ ​ ​ Interest ​ ​ ​ Interest ​ ​ ​ Average ​ Income/ ​ Rate Earned/ Paid ​ Average ​ Income/ ​ Rate Earned/ Paid ​ ​ Balance ​ Expenses (1) ​ (1) ​ Balance ​ Expenses (1) ​ (1) ​ ​ (dollars in thousands) ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-earning assets ​ ​ ​ ​ ​ Loans (2) ​ ​ ​ ​ ​ Taxable ​ $ 2,545,855 ​ $ 109,147 4.29 % $ 2,132,765 ​ $ 90,476 4.24 % Tax-exempt ​ 94,542 ​ 4,227 4.47 % 85,559 ​ 3,910 4.57 % Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Taxable (available for sale) ​ 240,261 ​ 5,453 2.27 % 88,821 ​ 2,933 3.30 % Tax-exempt (available for sale) ​ 81,355 ​ 2,143 2.63 % 70,253 ​ 2,187 3.11 % Taxable (held to maturity) ​ 31,014 ​ 853 2.75 % — ​ — — ​ Tax-exempt (held to maturity) ​ 5,196 ​ 134 2.58 % 5,912 ​ 150 2.54 % Cash and due from banks ​ 64,698 ​ 1,366 2.11 % 276,274 ​ 435 0.16 % Total interest-earning assets ​ 3,062,921 ​ 123,323 4.03 % 2,659,584 ​ 100,091 3.76 % Non interest-earning assets ​ 309,925 ​ ​ 222,385 ​ ​ Allowance for loan losses ​ (23,231) ​ ​ (20,010) ​ ​ Total assets ​ $ 3,349,615 ​ ​ $ 2,861,959 ​ ​ LIABILITIES AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Interest-bearing deposits ​ ​ ​ ​ ​ Checking accounts ​ $ 262,003 ​ $ 1,359 0.52 % $ 203,736 ​ $ 248 0.12 % Savings accounts ​ 750,027 ​ 3,224 0.43 % 521,635 ​ 1,927 0.37 % Money market accounts ​ 682,260 ​ 2,957 0.43 % 683,275 ​ 2,111 0.31 % Certificates of deposit ​ 297,622 ​ 2,725 0.92 % 260,581 ​ 2,373 0.91 % Brokered deposits ​ 6,781 ​ 199 2.93 % 12,461 ​ 359 2.88 % Total interest-bearing deposits ​ 1,998,693 ​ 10,464 0.52 % 1,681,688 ​ 7,018 0.42 % Other borrowed funds ​ 35,465 ​ 1,625 4.58 % 57,207 ​ 773 1.35 % Total interest-bearing liabilities ​ 2,034,158 ​ 12,089 0.59 % 1,738,895 ​ 7,791 0.45 % Non-interest bearing liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ Demand deposits ​ 912,868 ​ ​ ​ 798,111 ​ ​ ​ Other liabilities ​ 1,459 ​ ​ ​ 11,085 ​ ​ ​ Total liabilities ​ 2,948,485 ​ ​ ​ 2,548,091 ​ ​ ​ Shareholders’ equity ​ 401,130 ​ ​ ​ 313,868 ​ ​ ​ Total liabilities & shareholders’ equity ​ $ 3,349,615 ​ ​ ​ $ 2,861,959 ​ ​ ​ Net interest income on a fully taxable equivalent basis ​ ​ 111,234 ​ ​ 92,300 ​ Less taxable equivalent adjustment ​ ​ (1,366) ​ ​ (1,312) ​ Net interest income ​ ​ $ 109,868 ​ ​ $ 90,988 ​ Net interest spread (3) ​ ​ ​ 3.43 % ​ 3.32 % Net interest margin (4) ​ ​ 3.63 % ​ 3.47 % (1). Annualized on a fully taxable equivalent basis calculated using a federal tax rate of 21% for the three months ended September 30, 2022 and 2021. 38 Table of Contents ​ (2). Nonaccrual loans are included in average amounts outstanding. (3). Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. (4). Net interest margin represents net interest income on a fully tax equivalent basis as a percentage of average interest-earning assets. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, 2022 ​ September 30, 2021 ​ ​ ​ ​ ​ Interest ​ Rate ​ ​ ​ ​ Interest ​ Rate ​ ​ Average ​ Income/ ​ Earned/ ​ Average ​ Income/ ​ Earned/ ​ Balance Expenses (1) Paid (1) Balance Expenses (1) Paid (1) ​ ​ (dollars in thousands) ASSETS ​ ​ ​ ​ ​ Interest-earning assets ​ ​ ​ ​ ​ Loans (2) ​ ​ ​ ​ ​ Taxable ​ $ 2,323,410 ​ $ 95,783 4.12 % $ 2,132,037 ​ $ 90,072 4.22 % Tax-exempt ​ 96,041 ​ 4,215 4.39 % 88,533 ​ 4,100 4.63 % Securities ​ ​ ​ ​ ​ ​ Taxable (available for sale) ​ 223,506 ​ 5,180 2.32 % 97,677 ​ 2,612 2.67 % Tax-exempt (available for sale) ​ 81,067 ​ 2,126 2.62 % 70,546 ​ 2,217 3.14 % Taxable (held to maturity) ​ 19,685 ​ 524 2.66 % — ​ — — ​ Tax-exempt (held to maturity) ​ 5,464 ​ 141 2.58 % 6,161 ​ 156 2.53 % Cash and due from banks ​ 264,209 ​ 1,395 0.53 % 219,186 ​ 262 0.12 % Total interest-earning assets ​ 3,013,382 ​ 109,364 3.63 % 2,614,140 ​ 99,419 3.80 % Non interest-earning assets ​ 258,122 ​ ​ ​ 221,231 ​ ​ Allowance for loan losses ​ (22,035) ​ ​ ​ (18,962) ​ ​ Total assets ​ $ 3,249,469 ​ ​ ​ ​ $ 2,816,409 ​ ​ LIABILITIES AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ Interest-bearing deposits ​ ​ ​ ​ ​ Checking accounts ​ $ 244,615 ​ $ 688 0.28 % $ 212,197 ​ $ 252 0.12 % Savings accounts ​ 643,841 ​ 2,494 0.39 % 480,285 ​ 1,752 0.36 % Money market accounts ​ 679,091 ​ 2,343 0.35 % 656,922 ​ 2,183 0.33 % Certificates of deposit ​ 255,197 ​ 2,147 0.84 % 288,805 ​ 3,266 1.13 % Brokered deposits ​ 9,217 ​ 269 2.92 % 15,607 ​ 444 2.84 % Total interest-bearing deposits ​ 1,831,961 ​ 7,941 0.43 % 1,653,816 ​ 7,897 0.48 % Other borrowed funds ​ 223,771 ​ 1,842 0.82 % 65,346 ​ 784 1.20 % Total interest-bearing liabilities ​ 2,055,732 ​ 9,783 0.48 % 1,719,162 ​ 8,681 0.50 % Non-interest bearing liabilities ​ ​ ​ ​ ​ Demand deposits ​ 843,238 ​ ​ ​ 776,252 ​ ​ Other liabilities ​ 3,057 ​ ​ ​ 13,478 ​ ​ Total liabilities ​ 2,902,027 ​ ​ ​ 2,508,892 ​ ​ Shareholders’ equity ​ 347,442 ​ ​ ​ 307,517 ​ ​ Total liabilities & shareholders' equity ​ $ 3,249,469 ​ ​ ​ ​ $ 2,816,409 ​ ​ Net interest income on a fully taxable equivalent basis ​ ​ ​ 99,581 ​ ​ 90,738 ​ Less taxable equivalent adjustment ​ ​ ​ (1,361) ​ ​ (1,359) ​ Net interest income ​ ​ ​ ​ $ 98,220 ​ ​ $ 89,379 ​ Net interest spread (3) ​ ​ ​ ​ ​ 3.15 % ​ 3.30 % Net interest margin (4) ​ ​ ​ ​ ​ 3.30 % ​ 3.47 % ​ (1). Annualized on a fully taxable equivalent basis calculated using a federal tax rate of 21% for the nine months ended September 30, 2022 and 2021. (2). Nonaccrual loans are included in average amounts outstanding. (3). Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. (4). Net interest margin represents net interest income on a fully tax equivalent basis as a percentage of average interest-earning assets. ​ 39 Table of Contents ​ Rate/Volume Analysis The following tables describe the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes in volumes (changes in average balance multiplied by prior year average rate) and (ii) changes attributable to changes in rate (change in average interest rate multiplied by prior year average balance), while (iii) changes attributable to the combined impact of volumes and rates have been allocated proportionately to separate volume and rate categories. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, 2022 ​ Nine Months Ended September 30, 2022 ​ ​ Compared with ​ Compared with ​ ​ Three Months Ended September 30, 2021 ​ Nine Months Ended September 30, 2021 ​ ​ Increase/(Decrease) Due to Change in ​ Increase/(Decrease) Due to Change in ​ Volume Rate Total Volume Rate Total ​ (dollars in thousands) (dollars in thousands) Interest income ​ ​ ​ ​ ​ ​ Loans ​ ​ ​ ​ ​ ​ Taxable ​ $ 17,701 ​ $ 970 ​ $ 18,671 ​ $ 7,931 ​ $ (2,220) ​ $ 5,711 Tax-exempt ​ 403 ​ (86) ​ 317 ​ 336 ​ (221) ​ 115 Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Taxable (AFS) ​ 3,679 ​ (1,159) ​ 2,520 ​ 2,958 ​ (390) ​ 2,568 Tax-exempt (AFS) ​ 319 ​ (363) ​ (44) ​ 305 ​ (396) ​ (91) Taxable (HTM) ​ 853 ​ — ​ 853 ​ 524 ​ — ​ 524 Tax-exempt (HTM) ​ (18) ​ 2 ​ (16) ​ (18) ​ 3 ​ (15) Cash and due from banks ​ (573) ​ 1,504 ​ 931 ​ 64 ​ 1,069 ​ 1,133 Total interest income ​ 22,364 ​ 868 ​ 23,232 ​ 12,100 ​ (2,155) ​ 9,945 Interest expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Checking accounts ​ $ 90 ​ $ 1,021 ​ $ 1,111 ​ $ 44 ​ $ 392 ​ $ 436 Savings accounts ​ 944 ​ 353 ​ 1,297 ​ 628 ​ 114 ​ 742 Money market accounts ​ (3) ​ 849 ​ 846 ​ 75 ​ 85 ​ 160 Certificates of deposit ​ 339 ​ 13 ​ 352 ​ (350) ​ (769) ​ (1,119) Brokered Deposits ​ (167) ​ 7 ​ (160) ​ (186) ​ 11 ​ (175) Total interest bearing deposits ​ 1,203 ​ 2,243 ​ 3,446 ​ 211 ​ (167) ​ 44 Other borrowed funds ​ (390) ​ 1,242 ​ 852 ​ 1,372 ​ (314) ​ 1,058 Total interest expense ​ 813 ​ 3,485 ​ 4,298 ​ 1,583 ​ (481) ​ 1,102 Change in net interest income ​ $ 21,551 ​ $ (2,617) ​ $ 18,934 ​ $ 10,517 ​ $ (1,674) ​ $ 8,843 ​ CHANGES IN FINANCIAL CONDITION Total Assets. Total assets increased $703.2 million, or 23.9%, to $3.64 billion at September 30, 2022, from $2.94 billion at December 31, 2021. Cash and Cash Equivalents. Cash and cash equivalents decreased by $153.4 million to $143.4 million at September 30, 2022 from $296.9 million at December 31, 2021, the result of significant loan growth during the first two quarters of 2022 as well as investing approximately $100.0 million in one-year treasury notes during the first quarter of 2022. Investment Securities. The carrying value of total investment securities increased by $125.5 million to $344.1 million at September 30, 2022, from $218.6 million at December 31, 2021. Loans. Net loans increased by $619.8 million, totaling $2.84 billion at September 30, 2022 compared to $2.22 billion at December 31, 2021. Bank-Owned Life Insurance. At September 30, 2022, our investment in bank-owned life insurance was $45.8 million, an increase of $13.9 million from $31.9 million at December 31, 2021. 40 Table of Contents ​ Deposits. Deposits increased $609.8 million, or 24.1%, to $3.14 billion at September 30, 2022 from $2.53 billion at December 31, 2021. Borrowings. At September 30, 2022, borrowings consisted of advances from the FHLB of Chicago, as well as subordinated debt to other banks and an individual. FHLB borrowings decreased to $2.6 million at September 30, 2022, from $8.0 million at December 31, 2021. Subordinated debt increased to $23.5 million at September 30, 2022 compared to $17.5 million at December 31, 2021. Stockholders’ Equity. Total stockholders’ equity increased $116.8 million, or 36.2%, to $439.4 million at September 30, 2022, from $322.7 million at December 31, 2021. The primary driver of this increase was the Denmark acquisition, which added $125.3 million to stockholders’ equity. Strong earnings through the first three quarters of 2022 were offset by valuation adjustments to the Bank’s available for sale investment portfolio, which is accounted for through the comprehensive income component of equity, due to significant movements in the interest rate environment. Further offsetting the strong earnings was $13.8 million in repurchases of its common stock by the Company. LOANS Our lending activities are conducted principally in Wisconsin. The Bank makes commercial and industrial loans, commercial real estate loans, construction and development loans, residential real estate loans, and a variety of consumer loans and other loans. Much of the loans made by the Bank are secured by real estate collateral. The Bank’s commercial business loans are primarily made based on the cash flow of the borrower and secondarily on the underlying collateral provided by the borrower, with liquidation of the underlying real estate collateral typically being viewed as the primary source of repayment in the event of borrower default. Although commercial business loans are also often collateralized by equipment, inventory, accounts receivable, or other business assets, the liquidation of collateral in the event of default is often an insufficient source of repayment. Repayment of the Bank’s residential loans are generally dependent on the health of the employment market in the borrowers’ geographic areas and that of the general economy with liquidation of the underlying real estate collateral being typically viewed as the primary source of repayment in the event of borrower default. Our loan portfolio is our most significant earning asset, comprising 78.5% and 76.1% of our total assets as of September 30, 2022 and December 31, 2021, respectively. Our strategy is to grow our loan portfolio by originating quality commercial and consumer loans that comply with our credit policies and that produce revenues consistent with our financial objectives. We believe our loan portfolio is well-balanced, which provides us with the opportunity to grow while monitoring our loan concentrations. Loans increased $622.6 million, or 27.8%, to $2.86 billion as of September 30, 2022 as compared to $2.24 billion as of December 31, 2021. This increase during the first nine months of 2022 was primarily driven by the acquisition of Denmark, which included approximately $457.1 million in loan balances, and has been comprised of an increase of $120.5 million or 32.9% in commercial and industrial loans, an increase of $149.0 million or 25.9% in owner occupied commercial real estate loans, an increase of $131.4 million or 24.5% in non-owner occupied commercial real estate, an increase of $76.8 million or 58.0% in construction and development loans, an increase of $135.1 million or 23.6% in residential 1-4 family loans and an increase of $9.7 million or 18.1% in consumer and other loans. The following table presents the balance and associated percentage of each major category in our loan portfolio at September 30, 2022, December 31, 2021, and September 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ September 30, ​ 2022 % of Total 2021 % of Total 2021 % of Total ​ (dollars in thousands) ​ Commercial & industrial $ 486,696 ​ 17 % $ 366,166 16 % $ 353,614 16 % Commercial real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ Owner occupied ​ 723,524 ​ 25 % 574,565 26 % 567,507 ​ 26 % Non-owner occupied ​ 668,337 ​ 23 % 536,892 24 % 542,258 ​ 25 % Construction & development ​ 209,270 ​ 7 % 132,454 6 % 116,759 ​ 5 % Residential 1-4 family ​ 706,956 ​ 25 % 571,845 26 % 572,875 ​ 26 % Consumer ​ 44,113 ​ 2 % 32,131 1 % 33,145 ​ 1 % Other loans ​ 19,171 ​ 1 % 21,461 1 % 22,757 ​ 1 % Total Loans ​ $ 2,858,067 ​ 100 % $ 2,235,514 100 % $ 2,208,915 ​ 100 % ​ 41 Table of Contents ​ Our directors and officers and their associates are customers of, and have other transactions with, the Bank in the normal course of business. All loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than normal risk of collection or present other unfavorable features. At September 30, 2022 and December 31, 2021, total loans outstanding to such directors and officers and their associates were $72.1 million and $73.5 million, respectively. During the nine months ended September 30, 2022, $36.3 million of additions and $37.7 million of repayments were made to these loans. At September 30, 2022 and December 31, 2021, all of the loans to directors and officers were performing according to their original terms, other than standard and customary payment deferrals allowed under the CARES act, which were provided under the same terms as all other customers of the Bank. Loan categories The principal categories of our loan portfolio are discussed below: Commercial and Industrial (C&I). Our C&I portfolio totaled $486.7 million and $366.2 million at September 30, 2022 and December 31, 2021, respectively, and represented 17% and 16% of our total loans at those dates. Our C&I loan customers represent various small and middle-market established businesses involved in professional services, accommodation and food services, health care, financial services, wholesale trade, manufacturing, distribution, retailing and non-profits. Most clients are privately owned with markets that range from local to national in scope. Many of the loans to this segment are secured by liens on corporate assets and the personal guarantees of the principals. The regional economic strength or weakness impacts the relative risks in this loan category. There is little concentration in any one business sector, and loan risks are generally diversified among many borrowers. Commercial Real Estate (CRE). Our CRE loan portfolio totaled $1.39 billion and $1.11 billion at September 30, 2022 and December 31, 2021, respectively, and represented 49% and 50% of our total loans at those dates. Our CRE loans are secured by a variety of property types including multifamily dwellings, retail facilities, office buildings, commercial mixed use, lodging and industrial and warehouse properties. We do not have any specific industry or customer concentrations in our CRE portfolio. Our commercial real estate loans are generally for terms up to ten years, with loan-to-values that generally do not exceed 80%. Amortization schedules are long term and thus a balloon payment is generally due at maturity. Under most circumstances, the Bank will offer to rewrite or otherwise extend the loan at prevailing interest rates. Construction and Development (C&D). Our C&D loan portfolio totaled $209.3 million and $132.5 million at September 30, 2022 and December 31, 2021, respectively, and represented 7% and 6% of our total loans at those dates. Our C&D loans are generally for the purpose of creating value out of real estate through construction and development work, and also include loans used to purchase recreational use land. Borrowers typically provide a copy of a construction or development contract which is subject to bank acceptance prior to loan approval. Disbursements are handled by a title company. Borrowers are required to inject their own equity into the project prior to any note proceeds being disbursed. These loans are, by their nature, intended to be short term and are refinanced into other loan types at the end of the construction and development period. Residential 1 – 4 Family. Residential 1 – 4 family loans held in portfolio amounted to $707.0 million and $571.8 million at September 30, 2022 and December 31, 2021, respectively, and represented 25% and 26% of our total loans at those dates. We offer fixed and adjustable-rate residential mortgage loans with maturities up to 30 years. One-to-four family residential mortgage loans are generally underwritten according to Fannie Mae guidelines, and we refer to loans that conform to such guidelines as “conforming loans.” We generally originate both fixed and adjustable-rate mortgage loans in amounts up to the maximum conforming loan limits as established by the Federal Housing Finance Agency, which is generally $424,100 for one-unit properties. In addition, we also offer loans above conforming lending limits typically referred to as “jumbo” loans. These loans are typically underwritten to the same guidelines as conforming loans; however, we may choose to hold a jumbo loan within its portfolio with underwriting criteria that does not exactly match conforming guidelines. We do not offer reverse mortgages nor do we offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on his loan, resulting in an increased principal balance during the life of the loan. We also do not offer “subprime loans” (loans that are made with low down payments to borrowers with weakened 42 Table of Contents ​ credit histories typically characterized by payment delinquencies, previous charge-offs, judgments, bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burden ratios) or Alt-A loans (defined as loans having less than full documentation). Residential real estate loans are originated both for sale to the secondary market as well as for retention in the Bank’s loan portfolio. The decision to sell a loan to the secondary market or retain within the portfolio is determined based on a variety of factors including but not limited to our asset/liability position, the current interest rate environment, and customer preference. Servicing rights are retained on all loans sold to the secondary market. We were servicing mortgage loans sold to others without recourse of approximately $873.4 million at September 30, 2022 and $705.5 million at December 31, 2021. Loans sold with the retention of servicing assets result in the capitalization of servicing rights. Loan servicing rights are included in other assets and are carried at fair value. The net balance of capitalized servicing rights amounted to $9.6 million and 5.0 million at September 30, 2022 and December 31, 2021, respectively. Consumer Loans. Our consumer loan portfolio totaled $44.1 million and $32.1 million at September 30, 2022 and December 31, 2021, respectively, and represented 2% and 1% of our total loans at those dates. Consumer loans include secured and unsecured loans, lines of credit and personal installment loans. Consumer loans generally have greater risk compared to longer-term loans secured by improved, owner-occupied real estate, particularly consumer loans that are secured by rapidly depreciable assets. In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance. As a result, consumer loan repayments are dependent on the borrower’s continuing financial stability and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Other Loans. Our other loans totaled $19.2 million at September 30, 2022 and December 31, 2021, respectively, and are immaterial to the overall loan portfolio. The other loans category consists primarily of over-drafted depository accounts, loans utilized to purchase or carry securities and loans to nonprofit organizations. Loan Portfolio Maturities. The following tables summarize the dollar amount of loans maturing in our portfolio based on their loan type, fixed or variable rate of interest, and contractual terms to maturity at September 30, 2022. The tables do not include any estimate of prepayments, which can significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown 43 Table of Contents ​ below. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One Year or ​ One to Five ​ Five to Fifteen ​ Over Fifteen ​ ​ ​ ​ ​ Less ​ Years ​ Years ​ Years ​ Total ​ ​ (dollars in thousands) Commercial & industrial $ 137,814 $ 213,370 $ 131,714 ​ $ 3,798 $ 486,696 Commercial real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Owner Occupied ​ ​ 81,392 ​ ​ 301,930 ​ ​ 298,043 ​ ​ 42,159 ​ ​ 723,524 Non-owner Occupied ​ ​ 39,301 ​ ​ 260,281 ​ ​ 350,451 ​ ​ 18,304 ​ ​ 668,337 Construction & Development ​ ​ 23,993 ​ ​ 70,896 ​ ​ 70,679 ​ ​ 43,702 ​ ​ 209,270 Residential 1-4 family ​ ​ 10,773 ​ ​ 85,107 ​ ​ 225,779 ​ ​ 385,297 ​ ​ 706,956 Consumer and other ​ ​ 6,442 ​ ​ 37,944 ​ ​ 15,456 ​ ​ 3,442 ​ ​ 63,284 Total ​ $ 299,715 ​ $ 969,528 ​ $ 1,092,122 ​ $ 496,702 ​ $ 2,858,067 Fixed Rate Loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial & industrial ​ $ 22,617 ​ $ 168,405 ​ $ 94,867 ​ $ 3,333 ​ $ 289,222 Commercial real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Owner Occupied ​ ​ 48,537 ​ ​ 281,070 ​ ​ 135,473 ​ ​ 10,533 ​ ​ 475,613 Non-owner Occupied ​ ​ 35,296 ​ ​ 250,294 ​ ​ 221,166 ​ ​ 6,650 ​ ​ 513,406 Construction & Development ​ ​ 14,453 ​ ​ 44,467 ​ ​ 57,597 ​ ​ 37,664 ​ ​ 154,181 Residential 1-4 family ​ ​ 3,308 ​ ​ 75,480 ​ ​ 195,009 ​ ​ 224,417 ​ ​ 498,214 Consumer and other ​ ​ 4,063 ​ ​ 37,162 ​ ​ 15,120 ​ ​ 3,442 ​ ​ 59,787 Total ​ $ 128,274 ​ $ 856,878 ​ $ 719,232 ​ $ 286,039 ​ $ 1,990,423 Floating Rate Loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial & industrial ​ $ 115,197 ​ $ 44,965 ​ $ 36,847 ​ $ 465 ​ $ 197,474 Commercial real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Owner Occupied ​ ​ 32,855 ​ ​ 20,860 ​ ​ 162,570 ​ ​ 31,626 ​ ​ 247,911 Non-owner Occupied ​ ​ 4,005 ​ ​ 9,987 ​ ​ 129,285 ​ ​ 11,654 ​ ​ 154,931 Construction & Development ​ ​ 9,540 ​ ​ 26,429 ​ ​ 13,082 ​ ​ 6,038 ​ ​ 55,089 Residential 1-4 family ​ ​ 7,465 ​ ​ 9,627 ​ ​ 30,770 ​ ​ 160,880 ​ ​ 208,742 Consumer and other ​ ​ 2,379 ​ ​ 782 ​ ​ 336 ​ ​ — ​ ​ 3,497 Total ​ $ 171,441 ​ $ 112,650 ​ $ 372,890 ​ $ 210,663 ​ $ 867,644 ​ NONPERFORMING ASSETS In order to operate with a sound risk profile, we focus on originating loans that we believe to be of high quality. We have established loan approval policies and procedures to assist us in maintaining the overall quality of our loan portfolio. When delinquencies in our loans exist, we rigorously monitor the levels of such delinquencies for any negative or adverse trends. From time to time, we may modify loans to extend the term or make other concessions to help a borrower with a deteriorating financial condition stay current on their loan and to avoid foreclosure. We generally do not forgive principal or interest on loans or modify the interest rates on loans to rates that are below market rates. Furthermore, we are committed to collecting on all of our loans and, as a result, at times have lower net charge-offs compared to many of our peer banks. We believe that our commitment to collecting on all of our loans results in higher loan recoveries. 44 Table of Contents ​ Our nonperforming assets consist of nonperforming loans and foreclosed real estate. Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 days past due on which interest continues to accrue. The composition of our nonperforming assets is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, As of December 31, As of September 30, ​ ​ 2022 ​ 2021 ​ 2021 ​ (dollars in thousands) ​ Nonperforming loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonaccrual loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial & industrial ​ $ 218 ​ $ 247 ​ $ 285 ​ Commercial real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Owner Occupied ​ ​ 3,609 ​ ​ 5,884 ​ ​ 3,373 ​ Non-owner Occupied ​ ​ — ​ ​ 650 ​ ​ 7,413 ​ Construction & Development ​ ​ 17 ​ ​ 19 ​ ​ 19 ​ Residential 1-4 family ​ ​ 516 ​ ​ 439 ​ ​ 456 ​ Consumer and other ​ ​ 10 ​ ​ 2 ​ ​ 3 ​ Total nonaccrual loans ​ ​ 4,370 ​ ​ 7,241 ​ ​ 11,549 ​ Loans past due > 90 days, but still accruing ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial & industrial ​ ​ 205 ​ ​ 738 ​ ​ — ​ Commercial real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Owner Occupied ​ ​ 33 ​ ​ — ​ ​ — ​ Non-owner Occupied ​ ​ — ​ ​ — ​ ​ — ​ Construction & Development ​ ​ — ​ ​ — ​ ​ — ​ Residential 1-4 family ​ ​ 162 ​ ​ 245 ​ ​ 310 ​ Consumer and other ​ ​ 3 ​ ​ 16 ​ ​ 2 ​ Total loans past due > 90 days, but still accruing ​ ​ 403 ​ ​ 999 ​ ​ 312 ​ Total nonperforming loans ​ $ 4,773 ​ $ 8,240 ​ $ 11,861 ​ OREO ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial real estate owned ​ $ — ​ $ — ​ $ — ​ Residential real estate owned ​ ​ — ​ ​ 10 ​ ​ 197 ​ Bank property real estate owned ​ ​ 1,405 ​ ​ 140 ​ ​ — ​ Total OREO ​ $ 1,405 ​ $ 150 ​ $ 197 ​ Total nonperforming assets ("NPAs") ​ $ 6,178 ​ $ 8,390 ​ $ 12,058 ​ Accruing troubled debt restructured loans ​ $ 450 ​ $ 484 ​ $ 1,232 ​ Ratios ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonaccrual loans to total loans ​ ​ 0.15 % ​ 0.32 % ​ 0.52 % NPAs to total loans plus OREO ​ ​ 0.21 % ​ 0.38 % ​ 0.54 % NPAs to total assets ​ ​ 0.17 % ​ 0.28 % ​ 0.42 % ALL to nonaccrual loans ​ ​ 527 % ​ 281 % ​ 175 % ALL to total loans ​ ​ 0.81 % ​ 0.91 % ​ 0.92 % ​ At September 30, 2022 and December 31, 2021, impaired loans had specific reserves of $0.9 million and $0.8 million, respectively. Nonaccrual Loans Loans are typically placed on nonaccrual status when any payment of principal and/or interest is 90 days or more past due, unless the collateral is sufficient to cover both principal and interest and the loan is in the process of collection. Loans are also placed on nonaccrual status when management believes, after considering economic and business conditions, that the principal or interest will not be collectible in the normal course of business. We monitor closely the performance of our loan portfolio. In addition to the monitoring and review of loan performance internally, we have also contracted with an independent organization to review our commercial and retail loan portfolios. The status of delinquent loans, as well as situations identified as potential problems, is reviewed on a regular basis by senior management. 45 Table of Contents ​ Troubled Debt Restructurings A troubled debt restructuring includes a loan modification where a borrower is experiencing financial difficulty and we grant a concession to that borrower that we would not otherwise consider except for the borrower’s financial difficulties. These concessions may include modifications of the terms of the debt such as deferral of payments, extension of maturity, reduction of principal balance, reduction of the stated interest rate other than normal market rate adjustments, or a combination of these concessions. Debt may be bifurcated with separate terms for each tranche of the restructured debt. Restructuring a loan in lieu of aggressively enforcing the collection of the loan may benefit the Company by increasing the ultimate probability of collection. A TDR may be either on accrual or nonaccrual status based upon the performance of the borrower and management’s assessment of collectability. If a TDR is placed on nonaccrual status, which would occur based on the same criteria as non-TDR loans, it remains there until a sufficient period of performance under the restructured terms has occurred at which it returned to accrual status, generally 6 months. As of September 30, 2022 and December 31, 2021 the Company had specific reserves of $7,000 for TDRs, and none of them have subsequently defaulted. ALLOWANCE FOR LOAN LOSSES ALL represents management’s estimate of probable and inherent credit losses in the loan portfolio. Estimating the amount of the ALL require the exercise of significant judgment and the use of estimates related to the amount and timing of expected future cash flows or impaired loans, estimated losses on pools of homogenous loans based on historical loss experience, and consideration of other qualitative factors such as current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset on the consolidated balance sheets. Loan losses are charged off against the ALL, while recoveries of amounts previously charged off are credited to the ALL. A provision for loan losses is charged to operations based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors. The ALL consists of specific reserves for certain individually evaluated impaired loans and general reserves for collectively evaluated non-impaired loans. Specific reserves reflect estimated losses on impaired loans from management’s analyses developed through specific credit allocations. The specific reserves are based on regular analyses of impaired, non-homogenous loans greater than $250,000. These analyses involve a high degree of judgment in estimating the amount of loss associated with specific loans, including estimating the amount and timing of future cash flows and collateral values. The general reserve is based in part on the Bank’s historical loss experience which is updated quarterly. The general reserve portion of the ALL also includes consideration of certain qualitative factors such as (1) changes in lending policies and/or underwriting practices, (2) national and local economic conditions, (3) changes in portfolio volume and nature, (4) experience, ability and depth of lending management and other relevant staff, (5) levels of and trends in past-due and nonaccrual loans and quality, (6) changes in loan review and oversight, (7) impact and effects of concentrations and (8) other issues deemed relevant. There are many factors affecting ALL; some are quantitative while others require qualitative judgment. The process for determining the ALL (which management believes adequately considers potential factors which might possibly result in credit losses) includes subjective elements and, therefore, may be susceptible to significant change. To the extent actual outcomes differ from management estimates, additional provision for loan losses could be required that could adversely affect our earnings or financial position in future periods. Allocations of the ALL may be made for specific loans but the entire ALL is available for any loan that, in management’s judgment, should be charged off or for which an actual loss is realized. As an integral part of their examination process, various regulatory agencies review the ALL as well. Such agencies may require that changes in the ALL be recognized when such regulators’ credit evaluations differ from those of management based on information available to the regulators at the time of their examinations. 46 Table of Contents ​ The following table summarizes the changes in our ALL for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended ​ Year ended ​ Nine months ended ​ ​ ​ September 30, ​ December 31, ​ September 30, ​ ​ ​ 2022 ​ 2021 ​ 2021 ​ ​ (dollars in thousands) Balance of ALL at the beginning of period $ 20,315 $ 17,658 $ 17,658 Net loans charged-off (recovered): ​ ​ ​ ​ ​ ​ Commercial & industrial ​ (455) ​ 180 ​ 10 Commercial real estate - owner occupied ​ (74) ​ 275 ​ (54) Commercial real estate - non-owner occupied ​ (360) ​ (5) ​ (5) Construction & Development ​ (152) ​ (143) ​ (33) Residential 1-4 family ​ 33 ​ 110 ​ (12) Consumer ​ 15 ​ 6 ​ (1) Other Loans ​ (37) ​ 20 ​ 16 Total net loans charged-off ​ (1,030) ​ 443 ​ (79) Provision charged to operating expense ​ 1,700 ​ 3,100 ​ 2,500 Balance of ALL at end of period ​ $ 23,045 ​ $ 20,315 ​ $ 20,237 ​ Ratio of net charge-offs (recoveries) to average loans by loan composition ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial & industrial ​ (0.11) % 0.05 % 0.00 % Commercial real estate - owner occupied ​ (0.01) % 0.05 % (0.01) % Commercial real estate - non-owner occupied ​ (0.06) % 0.00 % (0.00) % Construction & Development ​ (0.09) % (0.11) % (0.03) % Residential 1-4 family ​ 0.01 % 0.02 % (0.00) % Consumer ​ 0.04 % 0.02 % (0.00) % Other Loans ​ (0.19) % 0.07 % 0.05 % Total net charge-offs to average loans ​ (0.04) % 0.02 % (0.00) % ​ The level of charge-offs depends on many factors, including the national and regional economy. Cyclical lagging factors may result in charge-offs being higher than historical levels. Although the allowance is allocated between categories, the entire allowance is available to absorb losses attributable to all loan categories. Management believes that the current ALL is adequate. The following table summarizes an allocation of the ALL and the related percentage of loans outstanding in each category for the periods below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ September 30, ​ ​ ​ 2022 ​ 2021 ​ 2021 ​ ​ ​ ​ ​ % of ​ ​ ​ ​ % of ​ ​ ​ ​ % of ​ (in thousands, except %) Amount Loans Amount Loans Amount Loans ​ Loan Type: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial & industrial ​ $ 4,288 17 % $ 3,699 16 % $ 3,010 16 % ​ Commercial real estate - owner occupied ​ 5,064 25 % 5,633 26 % 6,967 26 % ​ Commercial real estate - non-owner occupied ​ 5,876 23 % 5,151 24 % 4,586 25 % ​ Construction & development ​ 1,643 7 % 984 6 % 866 5 % ​ Residential 1-4 family ​ 5,724 25 % 4,445 26 % 4,380 26 % ​ Consumer ​ 299 2 % 224 1 % 232 1 % ​ Other loans ​ 151 1 % 179 1 % 196 1 % ​ Total allowance ​ $ 23,045 ​ 100 % $ 20,315 ​ 100 % $ 20,237 ​ 100 % ​ ​ SOURCES OF FUNDS General. Deposits traditionally have been our primary source of funds for our investment and lending activities. We also borrow from the FHLB of Chicago to supplement cash needs, to lengthen the maturities of liabilities for interest rate risk management purposes and to manage our cost of funds. Our additional sources of funds are scheduled payments and prepayments of principal and interest on loans and investment securities and fee income and proceeds from the sales of loans and securities. 47 Table of Contents ​ Deposits. Our current deposit products include non-interest bearing and interest-bearing checking accounts, savings accounts, money market accounts, and certificate of deposits. As of September 30, 2022, deposit liabilities accounted for approximately 86.2% of our total liabilities and equity. We accept deposits primarily from customers in the communities in which our branches and offices are located, as well as from small businesses and other customers throughout our lending area. We rely on our competitive pricing and products, quality customer service, and convenient locations and hours to attract and retain deposits. Deposit rates and terms are based primarily on current business strategies, market interest rates, liquidity requirements and our deposit growth goals. ​ Total deposits were $3.14 billion and $2.53 billion as of September 30, 2022 and December 31, 2021, respectively. Noninterest-bearing deposits at September 30, 2022 and December 31, 2021, were $971.8 million and $799.9 million, respectively, while interest-bearing deposits were $2.17 billion and $1.73 billion at September 30, 2022 and December 31, 2021, respectively. ​ At September 30, 2022, we had a total of $356.9 million in certificates of deposit, including $6.7 million of brokered deposits. Based on historical experience and our current pricing strategy, we believe we will retain a majority of these accounts upon maturity, although our long-term strategy is to minimize reliance on certificates of deposits by increasing relationship deposits in lower earning savings and demand deposit accounts. ​ The following tables set forth the average balances of our deposits for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended Year ended Nine months ended ​ ​ ​ September 30, 2022 December 31, 2021 September 30, 2021 ​ ​ Amount Percent Amount Percent Amount Percent ​ ​ (dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Noninterest-bearing demand deposits $ 843,238 31.5 % $ 785,364 32.0 % $ 776,252 32.0 % ​ Interest-bearing checking deposits ​ 244,615 9.1 % 209,970 8.6 % 212,197 8.7 % ​ Savings deposits ​ 643,841 24.1 % 497,958 20.3 % 480,285 19.8 % ​ Money market accounts ​ 679,091 25.4 % 664,591 27.1 % 656,922 27.0 % ​ Certificates of deposit ​ 255,197 9.6 % 278,602 11.4 % 288,805 11.9 % ​ Brokered deposits ​ 9,217 0.3 % 14,718 0.6 % 15,607 0.6 % ​ Total ​ $ 2,675,199 100 % $ 2,451,203 ​ 100 % $ 2,430,068 100 % ​ ​ The following table provides information on maturities of certificates of deposits which exceed FDIC insurance limits of $250,000 as of September 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time Deposits over FDIC ​ Portion of Time Deposits in ​ ​ Insurance Limits Excess of FDIC Insurance Limits ​ (dollars in thousands) 3 months or less remaining ​ $ 3,467 ​ $ 717 Over 3 to 6 months remaining ​ 10,271 ​ 3,271 Over 6 to 12 months remaining ​ 19,763 ​ 11,263 Over 12 months or more remaining ​ 25,505 ​ 8,755 Total ​ $ 59,006 ​ $ 24,006 ​ Borrowings Securities sold under repurchase agreements The Company has securities sold under repurchase agreements which have contractual maturities up to one year from the transaction date with variable and fixed rate terms. The agreements to repurchase require that the Company (seller) repurchase identical securities as those that are sold. The securities underlying the agreements are under the Company’s control. 48 Table of Contents ​ The following table summarizes securities sold under repurchase agreements, and the weighted average interest rates paid: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended ​ Year ended ​ Nine months ended (dollars in thousands) September 30, 2022 December 31, 2021 September 30, 2021 Average daily amount of securities sold under repurchase agreements during the period ​ $ 19,109 ​ $ 34,637 ​ $ 35,638 ​ Weighted average interest rate on average daily securities sold under repurchase agreements ​ 0.73 % 0.03 % 0.03 % Maximum outstanding securities sold under repurchase agreements at any month-end ​ $ 38,803 ​ $ 57,915 ​ $ 57,532 ​ Securities sold under repurchase agreements at period end ​ $ 21,963 ​ $ 41,122 ​ $ 17,402 ​ Weighted average interest rate on securities sold under repurchase agreements at period end ​ 3.10 % 0.02 % 0.06 % ​ Borrowings The Company’s borrowings have historically consisted primarily of FHLB of Chicago advances collateralized by a blanket pledge agreement on the Company’s FHLB capital stock and retail and commercial loans held in the Company’s portfolio. There were $2.6 million of advances outstanding from the FHLB at September 30, 2022, and $8.0 million as of December 31, 2021. ​ The total loans pledged as collateral were $588.8 million at September 30, 2022 and $915.5 million at December 31, 2021. There were no outstanding letters of credit from the FHLB at September 30, 2022 and December 31, 2021. ​ The following table summarizes borrowings, which consist of borrowings from the FHLB, and the weighted average interest rates paid: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended ​ Year ended ​ Nine months ended ​ ​ (dollars in thousands) September 30, 2022 December 31, 2021 September 30, 2021 ​ ​ Average daily amount of borrowings outstanding during the period ​ $ 185,740 ​ $ 11,343 ​ $ 12,208 ​ ​ Weighted average interest rate on average daily borrowing ​ 0.43 % 0.33 % 0.36 % ​ Maximum outstanding borrowings at any month-end ​ $ 308,756 ​ $ 15,338 ​ $ 15,338 ​ ​ Borrowing outstanding at period end ​ $ 2,550 ​ $ 7,958 ​ $ 9,108 ​ ​ Weighted average interest rate on borrowing at period end ​ 2.02 % 0.91 % 1.07 % ​ ​ Lines of credit and other borrowings. We maintain a $7.5 million line of credit with another commercial bank, which was entered into on May 15, 2022. There were no outstanding balances on this note at September 30, 2022. Any future borrowings will required monthly payments of interest at a variable rate, and will be due in full on May 15, 2024. 49 Table of Contents ​ During September 2017, the Company entered into subordinated note agreements with three separate commercial banks. As of September 30, 2021 and December 31, 2020, outstanding balances under these agreements totaled $11.5 million. These notes were all issued with 10-year maturities, carry interest at a variable rate payable quarterly, are callable on or after the sixth anniversary of their issuance dates, and qualify for Tier 2 capital for regulatory purposes. During July 2020, the Company entered into subordinated note agreements with two separate commercial banks. As of September 30, 2022 and December 31, 2021, outstanding balances under these agreements totaled $6.0 million. These notes were issued with 10-year maturities, will carry interest at a fixed rate of 5.0% through June 30, 2025, and at a variable rate thereafter, payable quarterly. These notes are callable on or after January 1, 2026 and qualify for Tier 2 capital for regulatory purposes. During August 2022, the Company entered into subordinated note agreements with an individual. As of September 30, 2022, outstanding balances under these agreements totaled $6.0 million. These notes were issued with 10-year maturities, will carry interest at a fixed rate of 5.25% through August 6, 2027, and at a variable rate thereafter, payable quarterly. These notes are callable on or after August 6, 2027 and qualify for Tier 2 capital for regulatory purposes. ​ INVESTMENT SECURITIES Our securities portfolio consists of securities available for sale and securities held to maturity. Securities are classified as held to maturity or available for sale at the time of purchase. Obligations of states and political subdivisions and mortgage-backed securities, all of which are issued by U.S. government agencies or U.S. government-sponsored enterprises, make up the largest components of the securities portfolio. We manage our investment portfolio to provide an adequate level of liquidity as well as to maintain neutral interest rate-sensitive positions, while earning an adequate level of investment income without taking undue or excessive risk. Securities available for sale consist of U.S. treasury securities, obligations of states and political subdivision, mortgage-backed securities, and corporate notes. Securities classified as available for sale, which management has the intent and ability to hold for an indefinite period of time, but not necessarily to maturity, are carried at fair value, with unrealized gains and losses, net of related deferred income taxes, included in stockholders’ equity as a separate component of other comprehensive income. The fair value of securities available for sale totaled $303.3 million and included gross unrealized gains of $0.4 million and gross unrealized losses of $26.1 at September 30, 2022. At December 31, 2021, the fair value of securities available for sale totaled $212.7 million and included gross unrealized gains of $5.6 million and gross unrealized losses of $0.7 million. ​ Securities classified as held to maturity consist of U.S. treasury securities and obligations of states and political subdivisions. These securities, which management has the intent and ability to hold to maturity, are reported at amortized cost. Securities held to maturity totaled $40.8 million at September 30, 2022 and $5.9 million at December 31, 2021. ​ The Company had recognized gains or losses on sales of securities of $0 and $3,000 during the nine months ended September 30, 2022 and 2021, respectively. ​ The following tables set forth the composition and maturities of investment securities as of September 30, 2022 and December 31, 2021. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. ​ ​ 50 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ After One, But ​ After Five, But ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Within One Year ​ Within Five Years ​ Within Ten Years ​ After Ten Years ​ Total ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ Amortized ​ Average ​ Amortized ​ Average ​ Amortized ​ Average ​ Amortized ​ Average ​ Amortized ​ Average At September 30, 2022 Cost Yield (1) Cost Yield (1) Cost Yield (1) Cost Yield (1) Cost Yield (1) ​ ​ (dollars in thousands) ​ Available for sale securities ​ ​ ​ ​ ​ ​ U.S. Treasury securities $ 99,991 1.2 % $ 9,849 1.2 % $ 39,761 1.5 % $ — — % $ 149,601 1.3 % Obligations of U.S. Government sponsored agencies ​ ​ — — % ​ — — % ​ 13,110 1.5 % ​ 12,171 1.9 % ​ 25,281 1.7 % Obligations of states and political subdivisions ​ 2,910 2.8 % 6,822 3.6 % 24,060 3.5 % 57,425 3.0 % 91,217 3.2 % Mortgage-backed securities ​ 3,461 2.4 % 7,464 2.7 % 15,410 3.2 % 13,504 3.4 % 39,839 3.1 % Corporate notes ​ — — % 4,981 3.3 % 14,208 3.6 % 2,320 5.1 % 21,509 3.7 % Certificates of deposit ​ ​ 747 ​ 1.0 % ​ 756 ​ 1.2 % ​ — ​ — % ​ — ​ — % ​ 1,503 ​ 1.1 % Total available for sale securities ​ $ 107,109 1.3 % $ 29,872 2.5 % $ 106,549 2.5 % $ 85,420 2.9 % $ 328,950 2.2 % Held to maturity securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ — — % $ 34,747 2.7 % $ 883 3.1 % $ — — ​ $ 35,630 2.6 % Obligations of states and political subdivisions ​ $ 1,044 2.6 % $ 3,281 2.7 % $ 871 3.1 % $ — — % $ 5,196 ​ 2.8 % Total held to maturity securities ​ $ 1,044 ​ 2.6 % $ 38,028 ​ 2.7 % $ 1,754 3.1 % $ — — % $ 40,826 ​ 2.6 % Total ​ $ 108,153 1.3 % $ 33,153 2.6 % $ 107,420 2.5 % $ 85,420 2.9 % $ 369,776 2.3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ After One, But ​ After Five, But ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Within One Year ​ Within Five Years ​ Within Ten Years ​ After Ten Years ​ Total ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ Amortized ​ Average ​ Amortized ​ Average ​ Amortized ​ Average ​ Amortized ​ Average ​ Amortized ​ Average At December 31, 2021 Cost Yield (1) Cost Yield (1) Cost Yield (1) Cost Yield (1) Cost Yield (1) ​ (dollars in thousands) ​ Available for sale securities ​ ​ ​ ​ ​ ​ U.S. Treasury securities $ — 0.0 % $ — 0.0 % $ 49,574 1.4 % $ — 0.0 % ​ 49,574 1.4 % Obligations of U.S. Government sponsored agencies ​ ​ 304 0.2 % ​ — 0.0 % ​ 12,967 1.4 % ​ 13,451 1.8 % ​ 26,722 1.6 % Obligations of states and political subdivisions ​ — 0.0 % 4,367 3.7 % 14,587 3.4 % 64,065 3.1 % 83,019 3.2 % Mortgage-backed securities ​ 60 2.6 % 10,559 2.5 % 10,508 3.0 % 5,016 2.5 % 26,143 2.7 % Corporate notes ​ — 0.0 % 4,972 3.3 % 14,311 3.6 % 1,477 5.1 % 20,760 3.6 % Certificates of deposit ​ ​ 503 ​ 0.9 % ​ 1,026 ​ 1.2 % ​ — ​ 0.0 % ​ — ​ 0.0 % ​ 1,529 ​ 1.1 % Total available for sale securities ​ $ 867 0.7 % $ 20,924 2.9 % $ 101,947 2.1 % $ 84,009 2.9 % $ 207,747 2.5 % Held to maturity securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Obligations of states and political subdivisions ​ $ 715 2.3 % $ 3,492 2.6 % $ 1,704 3.0 % $ — 0.0 % $ 5,911 ​ 2.7 % Total ​ $ 1,582 1.5 % $ 24,416 2.8 % $ 103,651 2.1 % $ 84,009 2.9 % $ 213,658 2.5 % (1) Weighted Average Yield is shown on a fully taxable equivalent basis using a federal tax rate of 21% at September 30, 2022 and December 31, 2021, respectively. The Company evaluates securities for other-than-temporary impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to (1) credit quality of individual securities and their issuers are assessed; (2) the length of time and the extent to which the fair value has been less than cost; (3) the financial condition and near-term prospects of the issuer; and (4) that the Company does not have the intent to sell the security and it is more likely than not that it will not have to sell the security before recovery of its cost basis. As of September 30, 2022, 270 debt securities had gross unrealized losses, with an aggregate depreciation of 7.8% from our amortized cost basis. The largest unrealized loss percentage of any single security was 22.5% (or $0.6 million) of its amortized cost. The largest unrealized dollar loss of any security was $1.6 million (or 17.1%). 51 Table of Contents ​ As of December 31, 2021, 26 debt securities had gross unrealized losses, with an aggregate depreciation of 0.98% from our amortized cost basis. The largest unrealized loss percentage of any single security was 5.31% (or $0.3 million) of its amortized cost. This was also the largest unrealized dollar loss of any single security. The unrealized losses on these debt securities arose primarily due to changing interest rates and are considered to be temporary. LIQUIDITY AND CAPITAL RESOURCES Impact of Inflation and Changing Prices. Our consolidated financial statements and related notes have been prepared in accordance with GAAP. GAAP generally requires the measurement of financial position and operating results in terms of historical dollars without consideration of changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on our performance than they would on industrial companies. Liquidity. Liquidity is defined as the Company’s ability to generate adequate cash to meet its needs for day-to-day operations and material long and short-term commitments. Liquidity is the risk of potential loss if we were unable to meet our funding requirements at a reasonable cost. We are expected to maintain adequate liquidity at the Bank to meet the cash flow requirements of customers who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Our asset and liability management policy is intended to cause the Bank to maintain adequate liquidity and, therefore, enhance our ability to raise funds to support asset growth, meet deposit withdrawals and lending needs, maintain reserve requirements and otherwise sustain our operations. We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all of our short-term and long-term cash requirements. We manage our liquidity based on demand and specific events and uncertainties to meet current and future financial obligations of a short-term nature. We also monitor our liquidity requirements in light of interest rate trends, changes in the economy and the scheduled maturity and interest rate sensitivity of the investment and loan portfolios and deposits. Our objective in managing liquidity is to respond to the needs of depositors and borrowers as well as to increase earnings enhancement opportunities in a changing marketplace. Our liquidity is maintained through investment portfolio, deposits, borrowings from the FHLB, and lines available from correspondent banks. Our highest priority is placed on growing noninterest bearing deposits through strong community involvement in the markets that we serve. Borrowings and brokered deposits are considered short-term supplements to our overall liquidity but are not intended to be relied upon for long-term needs. We believe that our present position is adequate to meet our current and future liquidity needs, and management knows of no trend or event that will have a material impact on the Company’s ability to maintain liquidity at satisfactory levels. Capital Adequacy. Total stockholders’ equity was $439.4 million at September 30, 2022 compared to $322.7 million at December 31, 2021. Our capital management consists of providing adequate equity to support our current and future operations. The Bank is subject to various regulatory capital requirements administered by state and federal banking agencies, including the Federal Reserve and the OCC. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measure of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and the classifications are also subject to qualitative judgment by the regulator in regard to components, risk weighting and other factors. 52 Table of Contents ​ The Bank is subject to the following risk-based capital ratios: a common equity Tier 1 (“CET1”) risk-based capital ratio, a Tier 1 risk-based capital ratio, which includes CET1 and additional Tier 1 capital, and a total capital ratio, which includes Tier 1 and Tier 2 capital. CET1 is primarily comprised of the sum of common stock instruments and related surplus net of treasury stock, retained earnings, and certain qualifying minority interests, less certain adjustments and deductions, including with respect to goodwill, intangible assets, mortgage servicing assets and deferred tax assets subject to temporary timing differences. Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock, tier 1 minority interests and grandfathered trust preferred securities. Tier 2 capital consists of instruments disqualified from Tier 1 capital, including qualifying subordinated debt, other preferred stock and certain hybrid capital instruments, and a limited amount of loan loss reserves up to a maximum of 1.25% of risk-weighted assets, subject to certain eligibility criteria. The capital rules also define the risk-weights assigned to assets and off-balance sheet items to determine the risk-weighted asset components of the risk-based capital rules, including, for example, certain “high volatility” commercial real estate, past due assets, structured securities and equity holdings. The leverage capital ratio, which serves as a minimum capital standard, is the ratio of Tier 1 capital to quarterly average assets net of goodwill, certain other intangible assets, and certain required deduction items. The required minimum leverage ratio for all banks is 4%. Failure to be well-capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our operations or financial condition. For example, only a well-capitalized depository institution may accept brokered deposits without prior regulatory approval. Failure to be well-capitalized or to meet minimum capital requirements could also result in restrictions on the Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications or other restrictions on its growth. The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), among other things, requires the federal bank regulatory agencies to take “prompt corrective action” regarding depository institutions that do not meet minimum capital requirements. FDICIA establishes five regulatory capital tiers: “well capitalized”, “adequately capitalized”, “undercapitalized”, “significantly undercapitalized”, and “critically undercapitalized”. A depository institution’s capital tier will depend upon how its capital levels compare to various relevant capital measures and certain other factors, as established by regulation. FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. The FDICIA imposes progressively more restrictive restraints on operations, management and capital distributions, depending on the category in which an institution is classified. Undercapitalized depository institutions are subject to restrictions on borrowing from the Federal Reserve System. In addition, undercapitalized depository institutions may not accept brokered deposits absent a waiver from the FDIC, are subject to growth limitations and are required to submit capital restoration plans for regulatory approval. A depository institution’s holding company must guarantee any required capital restoration plan, up to an amount equal to the lesser of 5 percent of the depository institution’s assets at the time it becomes undercapitalized or the amount of the capital deficiency when the institution fails to comply with the plan. Federal banking agencies may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized. All of the federal bank regulatory agencies have adopted regulations establishing relevant capital measures and relevant capital levels for federally insured depository institutions. The Bank was well capitalized at September 30, 2022, and brokered deposits are not restricted. To be well-capitalized, the Bank must maintain at least the following capital ratios: ● 6.5% CET1 to risk-weighted assets; ● 8.0% Tier 1 capital to risk-weighted assets; ● 10.0% Total capital to risk-weighted assets; and ● 5.0% leverage ratio. The Bank’s regulatory capital ratios were above the applicable well-capitalized standards and met the then-applicable capital conservation buffer. Based on current estimates, we believe that the Bank will continue to exceed all applicable well-capitalized regulatory capital requirements and the capital conservation buffer in 2022. 53 Table of Contents ​ The Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Economic Growth Act”) signed into law in May 2018 scaled back certain requirements of the Dodd-Frank Act and provided other regulatory relief. Among the provisions of the Economic Growth Act was a requirement that the Federal Reserve raise the asset threshold for those bank holding companies subject to the Federal Reserve’s Small Bank Holding Company Policy Statement (“Policy Statement”) to $3 billion. As a result, as of the effective date of that change in 2018, the Company was no longer required to comply with the risk-based capital rules applicable to the Bank as described above. The Federal Reserve may however, require smaller bank holding companies subject to the Policy Statement to maintain certain minimum capital levels, depending upon general economic conditions and a bank holding company’s particular condition, risk profile and growth plans. Due to the acquisition of Denmark the Company is subject to compliance with risk-based capital rules beginning with the third quarter of 2022, and will remain so as long as it remains above the $3 billion threshold. As a result of the Economic Growth Act, the federal banking agencies were also required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s Tier 1 capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under prompt corrective action statutes. The federal banking agencies may consider a financial institutions risk profile when evaluation whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies set the minimum capital for the new Community Bank Leverage Ratio at 9%. The Bank does not intend to opt into the Community Bank Leverage Ratio Framework. On December 21, 2018, federal banking agencies issued a joint final rule to revise their regulatory capital rules to (i) address the upcoming implementation of the “current expected credit losses” (“CECL”) accounting standard under GAAP; (ii) provide an optional three-year phase-in period for the day-one adverse regulatory capital effects that banking organizations are expected to experience upon adopting CECL; and (iii) require the use of CECL in stress tests beginning with the 2020 capital planning and stress testing cycle for certain banking organizations. for more information regarding Accounting Standards Update No. 2016-13, which introduced CECL as the methodology to replace the current “incurred loss” methodology for financial assets measured at amortized cost, and changed the approaches for recognizing and recording credit losses on available-for-sale debt securities and purchased credit impaired financial assets, including the required implementation date for the Company, see the Company’s Annual Report. Federal banking regulators have issued risk-based capital guidelines, which assign risk factors to asset categories and off-balance-sheet items. The following table reflects capital ratios computed utilizing the implemented Basel III regulatory capital framework discussed above: ​ 54 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum Capital Required ​ ​ Minimum To Be Well- ​ ​ ​ ​ ​ ​ ​ ​ Minimum Capital ​ for Capital Adequacy Plus ​ ​ Capitalized Under prompt ​ ​ ​ ​ ​ ​ ​ ​ Required for Capital ​ Capital Conservation Buffer ​ ​ corrective Action ​ ​ Actual ​ ​ Adequacy ​ Basel III Phase-In Schedule ​ ​ Provisions ​ ​ Amount ​ Ratio ​ ​ Amount ​ Ratio ​ Amount ​ Ratio ​ ​ Amount ​ Ratio ​ ​ (dollars in thousands) At September 30, 2022 ​ ​ ​ ​ Bank First Corporation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital (to risk-weighted assets) ​ $ 375,338 12.0 % ​ 252,010 8.0 % 330,763 10.5 % ​ 315,012 10.0 % Tier I capital (to risk-weighted assets) ​ ​ 328,793 10.5 % ​ 189,007 6.0 % 267,761 8.5 % ​ 252,010 8.0 % Common equity tier I capital (to risk-weighted assets) ​ ​ 328,793 10.5 % ​ 141,756 4.5 % 220,509 7.0 % ​ 204,758 6.5 % Tier I capital (to average assets) ​ ​ 328,793 10.2 % ​ 128,705 4.0 % 128,705 4.0 % ​ 160,881 5.0 % Bank First, N.A: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital (to risk-weighted assets) ​ $ 301,206 11.6 % ​ 250,904 8.0 % 329,312 10.5 % ​ 313,630 10.0 % Tier I capital (to risk-weighted assets) ​ ​ 278,508 10.8 % ​ 188,178 6.0 % 266,586 8.5 % ​ 250,904 8.0 % Common equity tier I capital (to risk-weighted assets) ​ ​ 278,508 10.8 % ​ 141,134 4.5 % 219,541 ​ 7.0 % ​ 203,860 ​ 6.5 % Tier I capital (to average assets) ​ ​ 278,508 10.6 % ​ 127,821 4.0 % 127,821 4.0 % ​ 159,776 5.0 % At December 31, 2021 ​ ​ ​ ​ ​ Bank First Corporation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital (to risk-weighted assets) ​ $ 297,467 12.4 % ​ N/A N/A N/A N/A ​ N/A N/A ​ Tier I capital (to risk-weighted assets) ​ ​ 259,652 10.9 % ​ N/A N/A N/A N/A ​ N/A N/A ​ Common equity tier I capital (to risk-weighted assets) ​ ​ 259,652 10.9 % ​ N/A N/A N/A N/A ​ N/A N/A ​ Tier I capital (to average assets) ​ ​ 259,652 9.3 % ​ N/A N/A N/A N/A ​ N/A N/A ​ Bank First, N.A: ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital (to risk-weighted assets) ​ $ 291,994 12.2 % ​ 191,339 8.0 % 251,133 10.50 % ​ 239,174 10.0 % Tier I capital (to risk-weighted assets) ​ ​ 271,679 11.4 % ​ 143,505 6.0 % 203,298 8.50 % ​ 191,339 8.0 % Common equity tier I capital (to risk-weighted assets) ​ ​ 271,679 11.4 % ​ 107,628 4.5 % 167,422 ​ 7.00 % ​ 155,463 ​ 6.5 % Tier I capital (to average assets) ​ ​ 271,679 9.7 % ​ 111,825 4.0 % 111,825 4.00 % ​ 139,781 5.0 % ​ As previously mentioned, the Company carried $23.5 million and $17.5 million of subordinated debt as of September 30, 2022 and December 31, 2021, respectively, which is included in total capital for the Company in the tables above. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK We are party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments primarily include commitments to originate and sell loans, standby and direct pay letters of credit, unused lines of credit and unadvanced portions of construction and development loans. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in these particular classes of financial instruments. Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments, standby and direct pay letters of credit and unadvanced portions of construction and development loans is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Off-Balance Sheet Arrangements. Our significant off-balance-sheet arrangements consist of the following: ● Unused lines of credit ● Standby and direct pay letters of credit ● Credit card arrangements Off-balance sheet arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the registrant is a party, under which the registrant has (1) any obligation under a guarantee contract, (2) retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement, (3) any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, or (4) any obligation, including a contingent obligation, arising out of a variable interest. 55 Table of Contents ​ Loan commitments are made to accommodate the financial needs of our customers. Standby and direct pay letters of credit commit us to make payments on behalf of customers when certain specified future events occur. Both arrangements have credit risk essentially the same as that involved in extending loans to clients and are subject to our normal credit policies. Collateral (e.g., securities, receivables, inventory, equipment, etc.) is obtained based on management’s credit assessment of the customer. Loan commitments and standby and direct pay letters of credit do not necessarily represent our future cash requirements because while the borrower has the ability to draw upon these commitments at any time, these commitments often expire without being drawn upon. Our off-balance sheet arrangements at the dates indicated were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts of Commitments Expiring - By Period as of September 30, 2022 ​ ​ ​ ​ Less Than One One to Three Three to Five ​ Other Commitments ​ Total Year Years Years After Five Years ​ (dollars in thousands) Unused lines of credit ​ $ 646,444 ​ $ 304,179 ​ $ 88,021 ​ $ 59,671 ​ $ 194,573 Standby and direct pay letters of credit ​ 11,889 ​ 9,550 ​ 1,568 ​ 589 ​ 182 Credit card arrangements ​ 16,787 ​ — ​ — ​ — ​ 16,787 Total commitments ​ $ 675,120 ​ $ 313,729 ​ $ 89,589 ​ $ 60,260 ​ $ 211,542 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts of Commitments Expiring - By Period as of December 31, 2021 ​ ​ ​ ​ ​ Less Than ​ One to ​ Three to ​ After Five Other Commitments Total One Year Three Years Five Years Years ​ ​ (dollars in thousands) Unused lines of credit ​ $ 502,131 ​ $ 235,004 ​ $ 72,240 ​ $ 54,594 ​ $ 140,293 Standby and direct pay letters of credit ​ 9,062 ​ 7,172 ​ 1,414 ​ 473 ​ 3 Credit card arrangements ​ 10,916 ​ — ​ — ​ — ​ 10,916 Total commitments ​ $ 522,109 ​ $ 242,176 ​ $ 73,654 ​ $ 55,067 ​ $ 151,212 ​ ​ ​