EAGLE BANCORP INC 10-Q

Item 1 – Financial Statements EAGLE BANCORP, INC. Consolidated Balance Sheets (Unaudited) (dollars in thousands, except share and per share data) June 30, 2022 December 31, 2021 Assets Cash and due from banks $ 13,132 $ 12,886 Federal funds sold 42,697 20,391 Interest-bearing deposits with banks and other short-term investments 369,337 1,680,945 Investment securities available-for-sale (amortized cost of $ 1,897,985 and $ 2,642,667 , respectively, and allowance for credit losses of $ 18 and $ 620 , respectively). 1,755,254 2,623,408 Investment securities held-to-maturity, net of allowance for credit losses of $ 826 and $ 0 (fair value of $ 1,084,706 and $ 0 , respectively) 1,143,632 — Federal Reserve and Federal Home Loan Bank stock 33,990 34,153 Loans held for sale 13,814 47,218 Loans 7,154,686 7,065,598 Less: allowance for credit losses ( 72,665 ) ( 74,965 ) Loans, net 7,082,021 6,990,633 Premises and equipment, net 13,643 14,557 Operating lease right-of-use assets 27,548 30,555 Deferred income taxes 92,167 43,174 Bank-owned life insurance 110,047 108,789 Goodwill and other intangible assets, net 104,257 105,793 Other real estate owned 1,487 1,635 Other assets 138,629 133,173 Total Assets $ 10,941,655 $ 11,847,310 Liabilities and Shareholders' Equity Liabilities Deposits: Noninterest-bearing demand $ 2,831,934 $ 3,277,956 Interest-bearing transaction 985,431 777,255 Savings and money market 4,741,180 5,197,247 Time 613,073 729,082 Total deposits 9,171,618 9,981,540 Customer repurchase agreements 26,539 23,918 Other short-term borrowings 280,000 300,000 Long-term borrowings 69,732 69,670 Operating lease liabilities 32,414 35,501 Reserve for unfunded commitments 4,921 4,379 Other liabilities 103,711 81,527 Total Liabilities 9,688,935 10,496,535 Shareholders' Equity Common stock, par value $ 0.01 per share; shares authorized 100,000,000 , shares issued and outstanding 32,081,241 and 31,950,092 , respectively 318 316 Additional paid-in capital 440,418 434,640 Retained earnings 964,353 930,061 Accumulated other comprehensive loss ( 152,369 ) ( 14,242 ) Total Shareholders' Equity 1,252,720 1,350,775 Total Liabilities and Shareholders' Equity $ 10,941,655 $ 11,847,310 See Notes to Consolidated Financial Statements. 3 EAGLE BANCORP, INC. Consolidated Statements of Income (Unaudited) (dollars in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Interest Income Interest and fees on loans $ 80,142 $ 88,704 $ 155,972 $ 177,942 Interest and dividends on investment securities 12,997 5,606 24,427 10,001 Interest on balances with other banks and short-term investments 2,451 603 3,508 1,156 Interest on federal funds sold 45 7 49 15 Total interest income 95,635 94,920 183,956 189,114 Interest Expense Interest on deposits 11,538 6,799 17,897 14,698 Interest on customer repurchase agreements 22 9 35 20 Interest on other short-term borrowings 120 501 580 996 Interest on long-term borrowings 1,037 2,979 2,074 6,117 Total interest expense 12,717 10,288 20,586 21,831 Net Interest Income 82,918 84,632 163,370 167,283 Provision for (Reversal of) Credit Losses 495 ( 3,856 ) ( 2,292 ) ( 6,206 ) Provision for (Reversal of) Credit Losses for Unfunded Commitments 553 ( 761 ) 542 ( 1,203 ) Net Interest Income After Provision for (Reversal of) Credit Losses 81,870 89,249 165,120 174,692 Noninterest Income Service charges on deposits 1,345 1,122 2,631 2,099 Gain on sale of loans 855 3,478 2,347 8,656 Net (loss) gain on sale of investment securities ( 151 ) 318 ( 176 ) 539 Increase in the cash surrender value of bank-owned life insurance 632 398 1,258 787 Other income 2,883 5,609 6,957 9,431 Total noninterest income 5,564 10,925 13,017 21,512 Noninterest Expense Salaries and employee benefits 21,805 19,876 38,824 41,645 Premises and equipment expenses 3,523 3,644 6,651 7,262 Marketing and advertising 1,186 980 2,250 1,866 Data processing 2,729 2,751 5,609 5,565 Legal, accounting and professional fees 2,137 3,503 3,698 6,502 FDIC insurance 906 1,609 1,964 4,037 Other expenses 26,676 3,131 30,978 6,604 Total noninterest expense 58,962 35,494 89,974 73,481 Income Before Income Tax Expense 28,472 64,680 88,163 122,723 Income Tax Expense 12,776 16,687 26,723 31,261 Net Income $ 15,696 $ 47,993 $ 61,440 $ 91,462 Earnings Per Common Share Basic $ 0.49 $ 1.50 $ 1.92 $ 2.87 Diluted $ 0.49 $ 1.50 $ 1.91 $ 2.86 See Notes to Consolidated Financial Statements. 4 EAGLE BANCORP, INC. Consolidated Statements of Comprehensive (Loss) Income (Unaudited) (dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net Income $ 15,696 $ 47,993 $ 61,440 $ 91,462 Other Comprehensive (Loss) Income, Net of Tax: Unrealized (loss) gain on securities available-for-sale ( 33,020 ) 6,655 ( 91,424 ) ( 10,962 ) Reclassification adjustment for loss (gain) included in net income 100 ( 236 ) 117 ( 402 ) Total unrealized (loss) gain on investment securities available-for-sale ( 32,920 ) 6,419 ( 91,307 ) ( 11,364 ) Unrealized loss on securities transferred to held-to-maturity (1) — — ( 49,095 ) — Amortization of unrealized loss on securities transferred to held-to-maturity 1,991 — 1,991 — Total unrealized gain (loss) on investment securities held-to-maturity 1,991 — ( 47,104 ) — Unrealized gain (loss) on derivatives 284 — 284 ( 1 ) Reclassification adjustment for gain included in net income — 99 — 385 Total unrealized gain on derivatives 284 99 284 384 Other comprehensive (loss) income ( 30,645 ) 6,518 ( 138,127 ) ( 10,980 ) Comprehensive (Loss) Income $ ( 14,949 ) $ 54,511 $ ( 76,687 ) $ 80,482 (1) Represents unamortized accumulated other comprehensive loss on securities transferred to held-to-maturity status. See Notes to Consolidated Financial Statements. 5 EAGLE BANCORP, INC. Consolidated Statements of Changes in Shareholders' Equity (Unaudited) (dollars in thousands except share and per share data) Accumulated Additional Other Common Paid-in Retained Comprehensive Shareholders' Shares Amount Capital Earnings Income (Loss) Equity Balance April 1, 2022 32,079,474 $ 318 $ 437,820 $ 963,140 $ ( 121,724 ) $ 1,279,554 Net Income — — — 15,696 — 15,696 Other comprehensive loss, net of tax — — — — ( 30,645 ) ( 30,645 ) Stock-based compensation expense — — 2,349 — — 2,349 Issuance of common stock related to options exercised, net of shares withheld for payroll taxes 1,500 — 77 — — 77 Vesting of time-based stock awards issued at date of grant, net of shares withheld for payroll taxes ( 3,810 ) — — — — — Time-based stock awards granted 1,055 — — — — — Issuance of common stock related to employee stock purchase plan 3,022 — 172 — — 172 Cash dividends declared ($ 0.45 per share) — — — ( 14,483 ) — ( 14,483 ) Balance June 30, 2022 32,081,241 $ 318 $ 440,418 $ 964,353 $ ( 152,369 ) $ 1,252,720 Balance April 1, 2021 31,960,379 $ 316 $ 428,917 $ 833,598 $ ( 1,998 ) $ 1,260,833 Net Income — — — 47,993 — 47,993 Other comprehensive income, net of tax — — — — 6,518 6,518 Stock-based compensation expense — — 1,998 — — 1,998 Vesting of time-based stock awards issued at date of grant, net of shares withheld for payroll taxes ( 4,336 ) — — — — — Time-based stock awards granted 921 — — — — — Issuance of common stock related to employee stock purchase plan 4,609 — 188 — — 188 Cash dividends declared ($ 0.35 per share) — — — ( 11,194 ) — ( 11,194 ) Balance June 30, 2021 31,961,573 $ 316 $ 431,103 $ 870,397 $ 4,520 $ 1,306,336 6 EAGLE BANCORP, INC. Consolidated Statements of Changes in Shareholders' Equity - Continued (Unaudited) (dollars in thousands except share and per share data) Accumulated Additional Other Common Paid-in Retained Comprehensive Shareholders' Shares Amount Capital Earnings Income (Loss) Equity Balance January 1, 2022 31,950,092 $ 316 $ 434,640 $ 930,061 $ ( 14,242 ) $ 1,350,775 Net Income — — — 61,440 — 61,440 Other comprehensive loss, net of tax — — — — ( 138,127 ) ( 138,127 ) Stock-based compensation expense — — 5,314 — — 5,314 Issuance of common stock related to options exercised, net of shares withheld for payroll taxes 3,289 — 97 — — 97 Vesting of time-based stock awards issued at date of grant, net of shares withheld for payroll taxes ( 66,038 ) 2 ( 2 ) — — — Vesting of performance-based stock awards, net of shares withheld for payroll taxes 21,026 — — — — — Time-based stock awards granted 166,471 — — — — — Issuance of common stock related to employee stock purchase plan 6,401 — 369 — — 369 Cash dividends declared ($ 0.85 per share) — — — ( 27,148 ) — ( 27,148 ) Balance June 30, 2022 32,081,241 $ 318 $ 440,418 $ 964,353 $ ( 152,369 ) $ 1,252,720 Balance January 1, 2021 31,779,663 $ 315 $ 427,016 $ 798,061 $ 15,500 $ 1,240,892 Net Income — — — 91,462 — 91,462 Other comprehensive loss, net of tax — — — — ( 10,980 ) ( 10,980 ) Stock-based compensation expense — — 3,823 — — 3,823 Vesting of time-based stock awards issued at date of grant, net of shares withheld for payroll taxes ( 20,999 ) 1 ( 1 ) — — — Vesting of performance-based stock awards, net of shares withheld for payroll taxes 15,686 — — — — — — Time-based stock awards granted 178,922 — — — — — Issuance of common stock related to employee stock purchase plan 9,767 — 327 — — 327 Cash dividends declared ($ 0.60 per share) — — — ( 19,126 ) — ( 19,126 ) Common stock repurchased ( 1,466 ) — ( 62 ) — — ( 62 ) Balance June 30, 2021 31,961,573 $ 316 $ 431,103 $ 870,397 $ 4,520 $ 1,306,336 See Notes to Consolidated Financial Statements. 7 EAGLE BANCORP, INC. Consolidated Statements of Cash Flows (Unaudited) (dollars in thousands) Six Months Ended June 30, 2022 2021 Cash Flows From Operating Activities: Net Income $ 61,440 $ 91,462 Adjustments to reconcile Net Income to net cash provided by operating activities: Reversal of credit losses ( 2,292 ) ( 6,206 ) Provision for (reversal of) credit losses for unfunded commitments 542 ( 1,203 ) Depreciation and amortization 1,657 2,263 Gain on sale of loans ( 2,347 ) ( 8,656 ) Gain on mortgage servicing rights ( 918 ) ( 139 ) Securities premium amortization, net 5,009 5,486 Origination of loans held for sale ( 206,495 ) ( 713,771 ) Proceeds from sale of loans held for sale 242,246 754,683 Deferred income tax expense — 144 Net gain on sale of other real estate owned ( 93 ) — Net loss (gain) on sale of investment securities 176 ( 539 ) Net increase in cash surrender value of BOLI ( 1,258 ) ( 787 ) Stock-based compensation expense 5,314 3,823 Net tax expense from stock-based compensation 1,615 — Increase in other assets ( 3,002 ) ( 13,561 ) Increase (decrease) in other liabilities 22,563 ( 1,111 ) Net Cash Provided by Operating Activities 124,157 111,888 Cash Flows From Investing Activities: Investment securities available-for-sale: Purchases ( 383,795 ) ( 768,909 ) Proceeds from maturities 128,889 166,731 Proceeds from sale/call 6,225 52,022 Investment securities held-to-maturity: Purchases ( 283,890 ) — Proceeds from maturities 64,105 — Purchases of Federal Reserve and Federal Home Loan Bank stock ( 149 ) ( 98 ) Sale of Federal Reserve and Federal Home Loan Bank stock 312 6,169 Proceeds from sale of SBA PPP loans — 169,778 Net (increase) decrease in loans ( 88,872 ) 320,029 Proceeds from sale of OREO 241 — Net change in premises and equipment ( 681 ) ( 4,350 ) Net Cash Used in Investing Activities ( 557,615 ) ( 58,628 ) Cash Flows From Financing Activities: Decrease in deposits ( 809,922 ) ( 170,156 ) Increase (decrease) in customer repurchase agreements 2,621 ( 7,076 ) Decrease in short-term borrowings ( 20,000 ) — Repayment of long-term borrowings — ( 50,000 ) Proceeds from issuance of common stock — 327 Proceeds from employee stock purchase plan 369 — Proceeds from exercise of equity compensation plans 97 — Common stock repurchased — ( 62 ) Tax equivalent shares withheld on exercise of stock-based compensation plans ( 1,615 ) — Cash dividends paid ( 27,148 ) ( 19,126 ) Net Cash Used in Financing Activities ( 855,598 ) ( 246,093 ) Net Decrease in Cash and Cash Equivalents ( 1,289,056 ) ( 192,833 ) Cash and Cash Equivalents at Beginning of Period 1,714,222 1,789,055 Cash and Cash Equivalents at End of Period $ 425,166 $ 1,596,222 8 EAGLE BANCORP, INC. Consolidated Statements of Cash Flows - Continued (Unaudited) (dollars in thousands) Six Months Ended June 30, 2022 2021 Supplemental Cash Flows Information: Interest paid $ 20,586 $ 22,535 Income taxes paid $ 5,650 $ 30,986 Non-Cash Operating Activities Initial recognition of operating lease right-of-use assets $ — $ 7,339 Non-Cash Investing Activities Transfers of investment securities from available-for-sale to held-to-maturity $ 922,795 $ — See Notes to Consolidated Financial Statements. 9 EAGLE BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The Consolidated Financial Statements include the accounts of Eagle Bancorp, Inc. (the "Parent") and its subsidiaries (together with the Parent, the "Company"), with all significant intercompany transactions eliminated. EagleBank (the "Bank"), a Maryland chartered commercial bank, is the Parent's principal subsidiary. The accounting and reporting policies of the Company conform to generally accepted accounting principles in the United States of America ("GAAP") and to general practices in the banking industry. The Consolidated Financial Statements and accompanying notes of the Company included herein are unaudited. The Consolidated Balance Sheet as of December 31, 2021 was derived from the audited Consolidated Balance Sheet as of that date. The Consolidated Financial Statements reflect all adjustments, consisting of normal recurring accruals that in the opinion of management are necessary to present fairly the results for the periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). In addition to the accounting policies described below, the Company applies the accounting policies contained in Note 1 to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. Certain reclassifications have been made to 2021 amounts previously reported to conform to the 2022 presentation. Reclassifications had no effect on net income or shareholders' equity. Nature of Operations The Company, through the Bank, conducts a full service community banking business, primarily in Northern Virginia, Suburban Maryland, and Washington, D.C. The primary financial services offered by the Bank include real estate, commercial and consumer lending, as well as traditional deposit and repurchase agreement products. The Bank is also active in the origination and sale of residential mortgage loans, the origination of small business loans, and the origination, securitization and sale of multifamily Federal Housing Administration ("FHA") loans. The guaranteed portion of small business loans, guaranteed by the Small Business Administration ("SBA"), is typically sold to third party investors in a transaction apart from the loan's origination. The Bank offers its products and services through seventeen banking offices, five lending centers and various digital capabilities, including remote deposit services and mobile banking services. Eagle Insurance Services, LLC, a subsidiary of the Bank, offers access to insurance products and services through a referral program with a third-party insurance broker. Landroval Municipal Finance, Inc., a subsidiary of the Bank, focuses on lending to municipalities by buying debt on the public market as well as direct purchase issuance. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates and such differences could be material to the consolidated financial statements. Investment Securities The Company recognizes acquired securities on the trade date. Investment securities comprise debt securities, which are classified depending on the Company's intent and ability to hold the securities to maturity. Debt securities are classified as available-for-sale when management may have the intent to sell them prior to maturity. Debt securities are classified as held-to-maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Premiums and discounts on investment securities held-to-maturity, like available-for-sale securities, are amortized or accreted to the earlier of call or maturity based on expected lives, which include prepayment adjustments and call optionality. 10 The Company separately evaluates its investment securities held-to-maturity for any credit losses. The Company pools like securities and calculates expected credit losses through an estimate based on a security's credit rating, which is recognized as part of the allowance for credit losses for held-to-maturity securities and included in the balance of investment securities held-to-maturity on the Consolidated Balance Sheets. If the Company determines that a security indicates evidence of deteriorated credit quality, the security is individually-evaluated and a discounted cash flow analysis is performed and compared to the amortized cost basis of the security to estimate any credit losses. The Company excludes accrued interest receivable from the balance of amortized cost on its investment securities held-to-maturity as it would be written off in the event that an allowance for credit losses would be required. Transfers of Investment Securities from Available-for-Sale to Held-to-Maturity Transfers of debt securities into the held-to-maturity category from the available-for-sale category are made at amortized cost, net of unrealized gain or loss reported in accumulated other comprehensive income (loss) at the date of transfer. The unrealized holding gain or loss at the date of transfer is retained in other comprehensive income and in the carrying value of the held-to-maturity securities. Such amounts are amortized over the remaining life of the security. Loans Loans held for investment are stated at the principal amount outstanding, net of unamortized deferred costs and fees. Interest income on loans is recognized at the contractual rate on the principal amounts outstanding. Loan origination fees, net of direct loan origination costs, and commitment fees are deferred and amortized on the interest method over the term of the loan. Past due loans are placed on nonaccrual status when there is a clear indication that the borrower's cash flow may not be sufficient to meet payments as they become due. Generally, this conclusion is reached when a loan is 90 days past due. When a loan is placed on nonaccrual status, all previously accrued and unpaid interest is reversed through interest income. Interest income is subsequently recognized on a cash basis as long as the remaining book balance of the asset is deemed to be collectible. If collectability is questionable, then cash payments are applied to principal. A loan is placed back on accrual status when both principal and interest are current and it is probable that we will be able to collect all amounts due (both principal and interest) according to the terms of the loan agreement. Allowance for Credit Losses - Loans The allowance for credit losses - loans ("ACL") is an estimate of the expected credit losses in the loans held for investment portfolio. Accounting Standards Codification ("ASC") 326, "Financial Instruments-Credit Losses" requires that an estimate of current expected credit losses ("CECL") be immediately recognized and reevaluated over the contractual life of the financial asset. The ACL is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the allowance when they are deemed uncollectible. Expected recoveries are recorded to the extent they do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Reserves on loans that do not share risk characteristics are evaluated on an individual basis (e.g., nonaccrual loans, TDRs). Nonaccrual loans are specifically reviewed for loss potential and when deemed appropriate are assigned a reserve based on an individual evaluation. The remainder of the portfolio, representing all loans not evaluated individually for impairment, is segregated by call report codes and a loan-level probability of default ("PD") / Loss Given Default ("LGD") cash flow method is applied using an exposure at default ("EAD") model. These historical loss rates are then modified to incorporate our reasonable and supportable forecast of future losses at the portfolio segment level, as well as any necessary qualitative adjustments. The Company uses regression analysis of historical internal and peer data provided by a third-party service provider (as Company loss data is insufficient) to determine suitable credit loss drivers to utilize when modeling lifetime PD and LGD. This analysis also determines how expected PD will be impacted by different forecasted levels of the loss drivers. A similar process is employed to calculate a reserve assigned to off-balance sheet commitments, specifically unfunded loan commitments and letters of credit, and any needed reserve is recorded in reserve for unfunded commitments (“RUC”) on the Consolidated Balance Sheets. For periods beyond which we are able to develop reasonable and supportable forecasts, we revert to the historical loss rate on a straight-line basis over a twelve-month period. 11 For each of these loan segments, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speeds, PD rates, and LGD rates. The modeling of expected prepayment speeds is based on historical internal data. EAD is based on each instrument's underlying amortization schedule in order to estimate the bank's expected credit loss exposure at the time of the borrower's potential default. For our cash flow model, management utilizes and forecasts regional unemployment by using a national forecast and estimating a regional adjustment based on historical differences between the two as the loss driver over our reasonable and supportable period of 18 months and reverts back to a historical loss rate over twelve months on a straight-line basis over the loan's remaining maturity. Management leverages economic projections from reputable and independent third parties to inform its loss driver forecasts over the forecast period. In addition to the quantitative model and individual evaluation conducted in connection with CECL, the Company applies qualitative and environmental factors into its methodology for the calculation of its ACL for its loan portfolio. The factors include: (i) changes in the nature and volume of the portfolio; (ii) changes in the volume and severity of past due financial assets and the volume and severity of adversely classified assets; (iii) changes in the value of underlying collateral for loans not individually evaluated; (iv) changes in lending policies and procedures; (v) changes in the quality of credit review function; (vi) changes in lending management and staff; (vii) concentrations of credit; (viii) other external factors (competition, legal, regulatory, etc.); and (ix) changes in national, regional, and local economic and business conditions. The Company's quantitative model may reflect assumptions by management that are not covered by the qualitative and environmental factors. The Company reevaluates the qualitative and environmental factors on a quarterly basis. While our methodology in establishing the ACL attributes portions of the ACL and RUC to the separate loan pools or segments, the entire ACL and RUC is available to absorb credit losses expected in the total loan portfolio and total amount of unfunded credit commitments, respectively. Portfolio segments are used to pool loans with similar risk characteristics and align with our methodology for measuring expected credit losses. A summary of our primary portfolio segments is as follows: Commercial. The commercial loan portfolio comprises lines of credit and term loans for working capital, equipment, and other business assets across a variety of industries. These loans are used for general corporate purposes including financing working capital, internal growth, and acquisitions; and are generally secured by accounts receivable, inventory, equipment and other assets of our clients' businesses. Income producing commercial real estate. Income producing commercial real estate loans comprise permanent and bridge financing provided to professional real estate owners/managers of commercial and residential real estate projects and properties who have a demonstrated record of past success with similar properties. Collateral properties include apartment buildings, office buildings, hotels, mixed-use buildings, retail, data centers, warehouse, and shopping centers. The primary source of repayment on these loans is generally expected to come from lease or operation of the real property collateral. Income producing commercial real estate loans are impacted by fluctuation in collateral values, as well as rental demand and rates. Owner occupied – commercial real estate. The owner occupied commercial real estate portfolio comprises permanent financing provided to operating companies and their related entities for the purchase or refinance of real property wherein their business operates. Collateral properties include industrial property, office buildings, religious facilities, mixed-use property, health care and educational facilities. Real estate mortgage – residential . Real estate mortgage residential loans comprise consumer mortgages for the purpose of purchasing or refinancing first lien real estate loans secured by primary-residence, second-home, and rental residential real property. Construction – commercial and residential. The construction commercial and residential loan portfolio comprises loans made to builders and developers of commercial and residential property, for both renovation, new construction, and development projects. Collateral properties include apartment buildings, mixed use property, residential condominiums, single and 1-4 residential property, and office buildings. The primary source of repayment on these loans is expected to come from the sale, permanent financing, or lease of the real property collateral. Construction loans are impacted by fluctuations in collateral values and the ability of the borrower or ultimate purchaser to obtain permanent financing. 12 Construction – commercial and industrial ("C&I") (owner occupied) . The construction C&I (owner occupied) portfolio comprises loans to operating companies and their related entities for new construction or renovation of the real or leased property in which they operate. Generally these loans contain provisions for conversion to an owner occupied commercial real estate loan or to a commercial loan after completion of construction. Collateral properties include industrial, healthcare, religious facilities, restaurants, and office buildings. Home equity . The home equity portfolio comprises consumer lines of credit and loans secured by subordinate liens on residential real property. Other consumer. The other consumer portfolio comprises consumer purpose loans not secured by real property, including personal lines of credit and loans, overdraft lines, and vehicle loans. This category also includes other loan items such as overdrawn deposit accounts as well as loans and loan payments in process. We have several pass credit grades that are assigned to loans based on varying levels of risk, ranging from credits that are secured by cash or marketable securities, to watch credits which have all the characteristics of an acceptable credit risk but warrant more than the normal level of monitoring. Special mention loans are those that are currently protected by the sound worth and paying capacity of the borrower, but that are potentially weak and constitute an additional credit risk. These loans have the potential to deteriorate to a substandard grade due to the existence of financial or administrative deficiencies. Substandard loans have a well-defined weakness or weaknesses that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Some substandard loans are inadequately protected by the sound worth and paying capacity of the borrower and of the collateral pledged and may be considered impaired. Substandard loans can be accruing or can be on nonaccrual depending on the circumstances of the individual loans. Loans classified as doubtful have all the weaknesses inherent in substandard loans with the added characteristics that the weaknesses make collection in full highly questionable and improbable. The possibility of loss is extremely high. All doubtful loans are on nonaccrual. Classified loans represent the sum of loans graded substandard and doubtful. The methodology used in the estimation of the allowance, which is performed at least quarterly, is designed to be dynamic and responsive to changes in portfolio credit quality and forecasted economic conditions. Changes are reflected in the allowance on collectively assessed and individually assessed loans as the collectability of classified loans is evaluated with new information. As our portfolio has matured, historical loss ratios have been closely monitored. The review of the appropriateness of the allowance is performed by executive management and presented to management committees, Credit Oversight Committee (which replaced Directors Loan Committee), the Audit Committee, and the Board of Directors. The committees' reports to the Board are part of the Board review on a quarterly basis of our consolidated financial statements. When management determines that foreclosure is probable, and for certain collateral-dependent loans where foreclosure is not considered probable, expected credit losses are based on the estimated fair value of the collateral adjusted for selling costs, when appropriate. A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless management has a reasonable expectation that a loan will be in a trouble debt restructuring. We do not measure an ACL on accrued interest receivable balances because these balances are written off in a timely manner as a reduction to interest income when loans are placed on nonaccrual status. 13 Collateral Dependent Financial Assets Loans that do not share risk characteristics are evaluated on an individual basis. For collateral dependent financial assets where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the net present value ("NPV") from the operation of the collateral. When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell. The ACL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset. A loan that has been modified or renewed is considered a TDR when two conditions are met: 1) the borrower is experiencing financial difficulty and 2) concessions are made for the borrower's benefit that would not otherwise be considered for a borrower or transaction with similar credit risk characteristics. The Company's ACL reflects all effects of a TDR when an individual asset is specifically identified as a reasonably expected TDR. The Company has determined that a TDR is reasonably expected no later than the point when the lender concludes that modification is the best course of action and it is at least reasonably possible that the troubled borrower will accept some form of concession from the lender to avoid a default. Reasonably expected TDRs and executed non-performing TDRs are evaluated individually to determine the required ACL. Allowance for Credit Losses - Available-for-Sale Debt Securities The Company utilizes ASC 326 to evaluate its available-for-sale ("AFS") debt security portfolio for expected credit losses. For AFS debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either criterion is met, the security’s amortized cost basis is written down to fair value through income. For AFS debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income, as a non-credit-related impairment. The entire amount of an impairment loss is recognized in earnings only when: (1) the Company intends to sell the security; or (2) it is more likely than not that the Company will have to sell the security before recovery of its amortized cost basis; or (3) the Company does not expect to recover the entire amortized cost basis of the security. In all other situations, only the portion of the impairment loss representing the credit loss must be recognized in earnings, with the remaining portion being recognized in shareholders' equity as comprehensive income, net of deferred taxes. Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit losses. Losses are charged against the allowance when management believes the uncollectibility of an AFS security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Any impairment not recorded through an allowance for credit loss is recognized in other comprehensive income as a non-credit-related impairment. We have made a policy election to exclude accrued interest from the amortized cost basis of available-for-sale debt securities and report accrued interest separately in other assets in the Consolidated Balance Sheets. Available-for-sale debt securities are placed on nonaccrual status when we no longer expect to receive all contractual amounts due, which is generally at 90 days past due. Accrued interest receivable is reversed against interest income when a security is placed on nonaccrual status. Accordingly, we do not recognize an allowance for credit loss against accrued interest receivable. Loan Commitments and Allowance for Credit Losses on Off-Balance Sheet Credit Exposures Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded. 14 The Company records a reserve for unfunded commitments ("RUC") on off-balance sheet credit exposures through a charge to provision for credit loss expense in the Company's Consolidated Statement of Income. The RUC on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur, and is included in the RUC on the Company's Consolidated Balance Sheet. The following table presents a breakdown of the provision for credit losses included in our Consolidated Statements of Income for the applicable periods (in thousands): Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2022 2021 2022 2021 Provision for (reversal of) credit losses - loans $ 486 $ ( 3,911 ) $ ( 2,515 ) $ ( 6,172 ) Provision for credit losses - HTM debt securities 8 — 825 — Provision for (reversal of) credit losses - AFS debt securities 1 55 ( 602 ) ( 34 ) Total $ 495 $ ( 3,856 ) $ ( 2,292 ) $ ( 6,206 ) These statements should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. New Authoritative Accounting Guidance Accounting Standards Adopted in 2022 : ASU No. 2020-06, " Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity " ("ASU 2020-06") simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. ASU 2020-06 also simplifies the diluted earnings per share (EPS) calculation in certain areas. In addition, the amendment updates the disclosure requirements for convertible instruments to increase the information transparency. For public business entities, excluding smaller reporting companies, the amendments in ASU 2020-06 are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. ASU 2020-06 did not have a material impact on the Company's consolidated financial statements. Accounting Standards Pending Adoption: ASU No. 2020-4, " Reference Rate Reform (Topic 848)" ("ASU 2020-4") provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For transactions that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered "minor" so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-4 also provides numerous optional expedients for derivative accounting. ASU 2020-4 is effective March 12, 2020 through December 31, 2022. An entity may elect to apply ASU 2020-4 for contract modifications as of January 1, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic within the Codification, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. We anticipate this ASU will simplify any modifications we execute between the selected start date (yet to be determined) and December 31, 2022 that are directly related to LIBOR transition by allowing prospective recognition of the continuation of the contract, rather than extinguishment of the old contract resulting in writing off unamortized fees/costs. We do not anticipate that the LIBOR transition or the application of this ASU will have material effects on the Company's business operations and consolidated financial statements. 15 ASU No. 2022-02, " Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures " ("ASU 2022-02") eliminates the accounting guidance for troubled debt restructurings ("TDRs") while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty that assess whether a modification has created a new loan. Additionally, ASU 2022-02 requires that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases. For entities that have adopted ASC 326, the amendments in the ASU are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The impact of ASU 2022-02 should be applied prospectively, or, for the recognition and measurement of TDRs, with a modified retrospective transition method. We are currently in the process of evaluating this guidance. Note 2. Cash and Due from Banks The Company has deposits with other banks for derivative positions it holds, totaling $ 880 thousand at June 30, 2022 and $ 6.3 million at December 31, 2021. At June 30, 2022, the Company was entitled to receive collateral totaling $ 18.4 million. At December 31, 2021, the Company was required to post $ 2.4 million of cash collateral with its counterparties. See Note 6 for additional information. Additionally, the Bank maintains interest-bearing balances with the Federal Home Loan Bank of Atlanta ("FHLB") and noninterest-bearing balances with domestic correspondent banks to cover associated costs for services they provide to the Bank. 16 Note 3. Investment Securities The amortized cost and estimated fair value of the Company's available-for-sale and held-to-maturity securities are summarized as follows: Gross Gross Allowance Estimated Amortized Unrealized Unrealized for Credit Fair (dollars in thousands) Cost Gains Losses Losses Value June 30, 2022 Investment securities available-for-sale: U.S. treasury bonds $ 49,742 $ — $ ( 2,661 ) $ — $ 47,081 U.S. agency securities 750,903 4 ( 52,850 ) — 698,057 Residential mortgage-backed securities 968,589 41 ( 82,941 ) — 885,689 Commercial mortgage-backed securities 113,243 26 ( 3,720 ) — 109,549 Municipal bonds 13,508 63 ( 638 ) ( 1 ) 12,932 Corporate bonds 2,000 — ( 37 ) ( 17 ) 1,946 Total $ 1,897,985 $ 134 $ ( 142,847 ) $ ( 18 ) $ 1,755,254 Gross Gross Estimated Allowance Amortized Unrecognized Unrecognized Fair for Credit (dollars in thousands) Cost Gains Losses Value Losses June 30, 2022 Investment securities held-to-maturity: Residential mortgage-backed securities $ 785,857 $ 9 $ ( 40,413 ) $ 745,453 $ — Commercial mortgage-backed securities 94,841 — ( 6,569 ) 88,272 — Municipal bonds 128,509 — ( 8,233 ) 120,276 ( 16 ) Corporate bonds 135,251 — ( 4,546 ) 130,705 ( 810 ) Total $ 1,144,458 $ 9 $ ( 59,761 ) $ 1,084,706 $ ( 826 ) Gross Gross Allowance Estimated Amortized Unrealized Unrealized for Credit Fair (dollars in thousands) Cost Gains Losses Losses Value December 31, 2021 Investment securities available-for-sale: U.S. treasury bonds $ 49,693 $ 22 $ ( 257 ) $ — $ 49,458 U.S. agency securities 629,273 736 ( 7,622 ) — 622,387 Residential mortgage-backed securities 1,692,773 5,697 ( 20,797 ) — 1,677,673 Municipal bonds 141,916 3,865 ( 347 ) ( 3 ) 145,431 Corporate bonds 129,012 648 ( 584 ) ( 617 ) 128,459 Total $ 2,642,667 $ 10,968 $ ( 29,607 ) $ ( 620 ) $ 2,623,408 In addition, at June 30, 2022 and December 31, 2021 the Company held $ 34.0 million and $ 34.2 million, respectively, in equity securities in a combination of FRB and FHLB stocks, which were required to be held for regulatory purposes and which were not marketable, and therefore are carried at cost. 17 The Company reassessed classification of certain investments in the first quarter of 2022 and, effective March 31, 2022, it transferred a total of $ 1.1 billion of mortgage-backed securities, municipal bonds and corporate bonds from available-for-sale to held-to-maturity securities, including $ 237.0 million of securities acquired in the first quarter of 2022 for which its intention to hold to maturity was finalized. At the time of transfer, the Company reversed the allowance for credit losses associated with the available-for-sale securities through the provision for credit losses. The securities were transferred at their amortized cost basis, net of any remaining unrealized gain or loss reported in accumulated other comprehensive income. The related unrealized loss of $ 66.2 million was included in other comprehensive loss at the time of transfer and, as of June 30, 2022, $ 63.5 million remains in accumulated other comprehensive loss, to be amortized out through interest income as a yield adjustment over the remaining term of the securities. No gain or loss was recorded at the time of transfer. Subsequent to transfer, the allowance for credit losses on these securities was evaluated under the accounting policy for held-to-maturity securities. Accrued interest receivable on available-for-sale securities totaled $ 4.4 million and $ 6.0 million at June 30, 2022 and December 31, 2021, respectively, and accrued interest receivable on held-to-maturity securities totaled $ 3.7 million at June 30, 2022. The accrued interest on investment securities is excluded from the amortized cost of the securities and is reported in other assets in the Consolidated Balance Sheets. The following table summarizes available for sale securities in an unrealized loss position for which an allowance for credit losses has not been recorded, by length of time: Less Than 12 Months 12 Months or Greater Total Estimated Estimated Estimated Number of Fair Unrealized Fair Unrealized Fair Unrealized (dollars in thousands) Securities Value Losses Value Losses Value Losses June 30, 2022 U.S. treasury bonds 2 $ 47,081 $ 2,661 $ — $ — $ 47,081 $ 2,661 U. S. agency securities 83 501,147 32,941 191,362 19,909 692,509 52,850 Residential mortgage-backed securities 148 713,803 62,471 143,708 20,470 857,511 82,941 Commercial mortgage-backed securities 13 104,688 3,720 — — 104,688 3,720 Municipal bonds 1 8,404 638 — — 8,404 638 Corporate bonds 1 1,963 37 — — 1,963 37 248 $ 1,377,086 $ 102,468 $ 335,070 $ 40,379 $ 1,712,156 $ 142,847 December 31, 2021 U.S. treasury bond 1 $ 24,593 $ 257 $ — $ — $ 24,593 $ 257 U. S. agency securities 64 452,966 6,256 68,977 1,366 521,943 7,622 Residential mortgage-backed securities 153 1,327,519 16,841 108,061 3,956 1,435,580 20,797 Municipal bonds 8 20,181 347 — — 20,181 347 Corporate bonds 13 66,051 584 — — 66,051 584 239 $ 1,891,310 $ 24,285 $ 177,038 $ 5,322 $ 2,068,348 $ 29,607 18 Unrealized losses at June 30, 2022 were generally attributable to changes in market interest rates and interest spread relationships since the investment securities were originally purchased, and not due to the credit quality concerns on the investment securities. However, as of June 30, 2022, the Company determined that certain of the unrealized loss positions in available-for-sale and held-to-maturity corporate and municipal bonds were evidence of expected credit losses, and therefore, an allowance for credit losses of $ 18 thousand was recorded for AFS securities and $ 826 thousand for HTM securities. The weighted average duration of debt securities, which comprise 100 % of total investment securitie s, is 5.13 years. If quoted prices are not available, fair value is measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security's credit rating, prepayment assumptions and other factors such as credit loss assumptions. The Company does not intend to sell the investments and it is more likely than not that the Company will not have to sell the securities before recovery of its amortized cost basis, which may be at maturity. 19 The amortized cost and estimated fair value of available-for-sale and held-to-maturity securities at June 30, 2022 and December 31, 2021 by contractual maturity are shown in the table below. Contractual maturities for mortgage-backed securities ("MBS") are excluded as they may differ significantly from expected maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. June 30, 2022 December 31, 2021 Amortized Estimated Amortized Estimated (dollars in thousands) Cost (1) Fair Value Cost Fair Value Investment securities available-for-sale U.S. treasury bonds (maturing after one year through five years) $ 49,742 $ 47,081 $ 49,693 $ 49,458 U. S. agency securities maturing: One year or less 530,539 492,427 425,597 421,347 After one year through five years 165,716 156,493 141,584 140,785 After five years through ten years 54,648 49,137 62,092 60,255 Residential mortgage-backed securities 968,589 885,689 1,692,773 1,677,673 Commercial mortgage-backed securities 113,243 109,549 — — Municipal bonds maturing: One year or less 3,050 3,053 4,806 4,861 After one year through five years 1,416 1,476 25,457 26,816 After five years through ten years 9,042 8,404 97,945 99,960 After ten years — — 13,708 13,797 Corporate bonds maturing: One year or less — — 18,924 18,991 After one year through five years 2,000 1,963 54,630 54,833 After five years through ten years — — 55,458 55,252 Allowance for credit losses — ( 18 ) — ( 620 ) 1,897,985 1,755,254 2,642,667 2,623,408 Investment securities held-to-maturity Residential mortgage-backed securities 785,857 745,453 — — Commercial mortgage-backed securities 94,841 88,272 — — Municipal bonds maturing: One year or less 666 663 — — After one year through five years 38,194 36,531 — — After five years through ten years 72,954 67,639 — — After ten years 16,695 15,443 — — Corporate bonds maturing: One year or less 25,042 24,936 — — After one year through five years 74,903 72,526 — — After five years through ten years 35,306 33,243 — — Allowance for credit losses ( 826 ) — — — 1,143,632 1,084,706 — — $ 3,041,617 $ 2,839,960 $ 2,642,667 $ 2,623,408 (1) Amortized cost for investment securities held-to-maturity is presented net of the allowance for credit losses on the Consolidated Balance Sheet. For the three and six months ended June 30, 2022, net realized losses on sales of investments securities were $ 151 thousand and $ 176 thousand, respectively, on sales of investment securities. For the three and six months ended June 30, 2021, net realized gains on sales of investments securities were $ 318 thousand and $ 539 thousand, respectively. The Company received proceeds of $ 6.2 million and $ 52.0 million for the six months ended June 30, 2022 and 2021, respectively, on sales and calls of securities. 20 The book value of securities pledged as collateral for certain government deposits, securities sold under agreements to repurchase, and certain lines of credit with correspondent banks at June 30, 2022 and December 31, 2021 was $ 244.7 million and $ 261.0 million, respectively, which were well in excess of required amounts in order to operationally provide significant reserve amounts for new business. As of June 30, 2022 and December 31, 2021, there were no holdings of securities of any one issuer, other than the U.S. Government and U.S. agency securities, which exceeded ten percent of shareholders' equity. Note 4. Loans and Allowance for Credit Losses The Bank makes loans to customers primarily in the Washington, D.C. metropolitan area and surrounding communities. A substantial portion of the Bank's loan portfolio consists of loans to businesses secured by real estate and other business assets. Loans, net of unamortized net deferred fees, at June 30, 2022 and December 31, 2021 are summarized by type as follows: June 30, 2022 December 31, 2021 (dollars in thousands, except amounts in the footnote) Amount % Amount % Commercial $ 1,394,835 20 % $ 1,354,317 19 % PPP loans 8,977 — % 51,105 1 % Income-producing - commercial real estate 3,606,506 50 % 3,385,298 48 % Owner-occupied - commercial real estate 1,080,249 15 % 1,087,776 15 % Real estate mortgage - residential 72,793 1 % 73,966 1 % Construction - commercial and residential 804,170 11 % 896,319 13 % Construction - C&I (owner-occupied) 129,717 2 % 159,579 2 % Home equity 53,193 1 % 55,811 1 % Other consumer 4,246 — 1,427 — Total loans 7,154,686 100 % 7,065,598 100 % Less: allowance for credit losses ( 72,665 ) ( 74,965 ) Net loans (1) $ 7,082,021 $ 6,990,633 (1) Excludes accrued interest receivable of $ 34.4 million and $ 38.6 million at June 30, 2022 and December 31, 2021, respectively, which were recorded in other assets on the Consolidated Balance Sheets. Unamortized net deferred fees amounted to $ 24.6 million and $ 26.9 million at June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022 and December 31, 2021, the Bank serviced $ 362.3 million and $ 351.1 million , respectively, of multifamily FHA loans, SBA loans and other loan participations that are not reflected as loan balances on the Consolidated Balance Sheets. Real estate loans are secured primarily by duly recorded first deeds of trust or mortgages. In some cases, the Bank may accept a recorded junior trust position. In general, borrowers will have a proven ability to build, lease, manage and/or sell a commercial or residential project and demonstrate satisfactory financial condition. Additionally, an equity contribution toward the project is customarily required. Construction loans require that the financial condition and experience of the general contractor and major subcontractors be satisfactory to the Bank. Guaranteed, fixed-price contracts are required whenever appropriate, along with payment and performance bonds or completion bonds for larger scale projects. Loans intended for residential land acquisition, lot development and construction are made on the premise that the land: 1) is or will be developed for building sites for residential structures, and 2) will ultimately be utilized for construction or improvement of residential zoned real properties, including the creation of housing. Residential development and construction loans will finance projects such as single family subdivisions, planned unit developments, townhouses, and condominiums. Residential land acquisition, development and construction loans generally are underwritten with a maximum term of 36 months, including extensions approved at origination. 21 Commercial land acquisition and construction loans are secured by real property where loan funds will be used to acquire land and to construct or improve appropriately zoned real property for the creation of income producing or owner user commercial properties. Borrowers are generally required to put equity into each project at levels determined by the appropriate approval authority. Commercial land acquisition and construction loans generally are underwritten with a maximum term of 24 months. Substantially all construction draw requests must be presented in writing on American Institute of Architects documents and certified either by the contractor, the borrower and/or the borrower's architect. Each draw request shall also include the borrower's soft cost breakdown certified by the borrower or their Chief Financial Officer. Prior to an advance, the Bank or its contractor inspects the project to determine that the work has been completed, to justify the draw requisition. Commercial permanent loans are generally secured by improved real property that is generating income in the normal course of operation. Debt service coverage, assuming stabilized occupancy, must be satisfactory to support a permanent loan. The debt service coverage ratio is ordinarily at least 1.15 to 1.0 . As part of the underwriting process, debt service coverage ratios are stress tested assuming a 200 basis point increase in interest rates from their current levels. Commercial permanent loans generally are underwritten with a term not greater than 10 years or the remaining useful life of the property, whichever is lower. The preferred term is between 5 to 7 years, with amortization to a maximum of 25 years. The Company's loan portfolio includes acquisition, development and construction ("ADC") real estate loans including both investment and owner occupied projects. ADC loans amounted to $ 1.5 billion at June 30, 2022. A portion of the ADC portfolio, both speculative and non-speculative, includes loan-funded interest reserves at origination. ADC loans that provide for the use of interest reserves represent approximately 51.2 % of the outstanding ADC loan portfolio at June 30, 2022. The decision to establish a loan-funded interest reserve is made upon origination of the ADC loan and is based upon a number of factors considered during underwriting of the credit, including: (1) the feasibility of the project; (2) the experience of the sponsor; (3) the creditworthiness of the borrower and guarantors; (4) the borrower equity contribution; and (5) the level of collateral protection. When appropriate, an interest reserve provides an effective means of addressing the cash flow characteristics of a properly underwritten ADC loan. The Company recognizes that one of the risks inherent in the use of interest reserves is the potential masking of underlying problems with the project and/or the borrower's ability to repay the loan. In order to mitigate these inherent risks, the Company employs a series of reporting and monitoring mechanisms on all ADC loans, whether or not an interest reserve is provided, including: (1) construction and development timelines that are monitored on an ongoing basis and track the progress of a given project to the timeline projected at origination; (2) a construction loan administration department independent of the lending function; (3) third party independent construction loan inspection reports; (4) monthly interest reserve monitoring reports detailing the balance of the interest reserves approved at origination and the days of interest carry represented by the reserve balances as compared to the then current anticipated time to completion and/or sale of speculative projects; and (5) quarterly commercial real estate construction meetings among senior Company management, which include monitoring of current and projected real estate market conditions. If a project has performed as expected, it is the customary practice of the Company to increase loan-funded interest reserves. 22 The following tables detail activity in the allowance for credit losses by portfolio segment for the three and six months ended June 30, 2022 and 2021. PPP loans are excluded from these tables since they do not carry an allowance for credit loss, as these loans are fully guaranteed as to principal and interest by the SBA, whose guarantee is backed by the full faith and credit of the U.S. Government. Allocation of a portion of the allowance to one category of loans does not restrict the use of the allowance to absorb losses in other categories. (dollars in thousands) Commercial Income-Producing Commercial Real Estate Owner-Occupied -Commercial Real Estate Real Estate Mortgage Residential Construction -Commercial and Residential Home Equity Other Consumer Total Three Months Ended June 30, 2022 Allowance for credit losses: Balance at beginning of period $ 12,946 $ 39,193 $ 10,515 $ 381 $ 7,973 $ 467 $ 30 $ 71,505 Loans charged-off ( 38 ) — ( 1,355 ) — — — ( 3 ) ( 1,396 ) Recoveries of loans previously charged-off 442 — — — 1,627 — 1 2,070 Net loans recovered (charged-off) 404 — ( 1,355 ) — 1,627 — ( 2 ) 674 Provision for (reversal of) credit losses 2,404 ( 5,073 ) 3,636 409 ( 1,106 ) 180 36 486 Ending balance $ 15,754 $ 34,120 $ 12,796 $ 790 $ 8,494 $ 647 $ 64 $ 72,665 Six Months Ended June 30, 2022 Allowance for credit losses: Balance at beginning of period $ 14,475 $ 38,287 $ 12,146 $ 449 $ 9,099 $ 474 $ 35 $ 74,965 Loans charged-off ( 552 ) — ( 1,355 ) — — — ( 3 ) ( 1,910 ) Recoveries of loans previously charged-off 496 — — — 1,627 — 2 2,125 Net loans (charged-off) recovered ( 56 ) — ( 1,355 ) — 1,627 — ( 1 ) 215 Provision for (reversal of) credit losses 1,335 ( 4,167 ) 2,005 341 ( 2,232 ) 173 30 ( 2,515 ) Ending balance $ 15,754 $ 34,120 $ 12,796 $ 790 $ 8,494 $ 647 $ 64 $ 72,665 Three Months Ended June 30, 2021 Allowance for credit losses: Balance at beginning of period $ 23,701 $ 51,510 $ 14,315 $ 919 $ 10,683 $ 907 $ 35 $ 102,070 Loans charged-off ( 1,541 ) ( 4,216 ) — — — — — ( 5,757 ) Recoveries of loans previously charged-off 150 — — — 6 — 2 158 Net loans (charged-off) recovered ( 1,391 ) ( 4,216 ) — — 6 — 2 ( 5,599 ) (Reversal of) provision for credit losses ( 962 ) ( 1,324 ) ( 1,320 ) ( 37 ) ( 262 ) ( 10 ) 4 ( 3,911 ) Ending balance $ 21,348 $ 45,970 $ 12,995 $ 882 $ 10,427 $ 897 $ 41 $ 92,560 Six Months Ended June 30, 2021 Allowance for credit losses: Balance at beginning of period $ 26,569 $ 55,385 $ 14,000 $ 1,020 $ 11,529 $ 1,039 $ 37 $ 109,579 Loans charged-off ( 5,691 ) ( 5,216 ) — — ( 206 ) — ( 1 ) ( 11,114 ) Recoveries of loans previously charged-off 246 — — — 6 — 15 267 Net loans (charged-off) recovered ( 5,445 ) ( 5,216 ) — — ( 200 ) — 14 ( 10,847 ) Provision for (reversal of) credit losses 224 ( 4,199 ) ( 1,005 ) ( 138 ) ( 902 ) ( 142 ) ( 10 ) ( 6,172 ) Ending balance $ 21,348 $ 45,970 $ 12,995 $ 882 $ 10,427 $ 897 $ 41 $ 92,560 23 The following table presents the amortized cost basis of collateral-dependent loans by class of loans as of June 30, 2022 and December 31, 2021: June 30, 2022 December 31, 2021 Business/Other Business/Other (dollars in thousands) Assets Real Estate Assets Real Estate Commercial $ 2,517 $ 6,764 $ 3,098 $ 6,821 PPP loans — — 1,365 — Income-producing - commercial real estate 3,120 8,154 3,193 19,378 Owner-occupied - commercial real estate — 27 — 42 Real estate mortgage - residential — 3,059 — 1,779 Construction - commercial and residential — — — 3,093 Home equity — 308 — 366 Total $ 5,637 $ 18,312 $ 7,656 $ 31,479 Credit Quality Indicators The Company uses several credit quality indicators to manage credit risk in an ongoing manner. The Company's primary credit quality indicators inform an internal credit risk rating system that categorizes loans into pass, watch, special mention, or classified categories. Credit risk ratings are applied individually to those classes of loans that have significant or unique credit characteristics that benefit from a case-by-case evaluation. These are typically loans to businesses or individuals in the classes that comprise the commercial portfolio segment. Groups of loans that are underwritten and structured using standardized criteria and characteristics, such as statistical models (e.g., credit scoring or payment performance), are typically risk rated and monitored collectively. These are typically loans to individuals in the classes that comprise the consumer portfolio segment. The following are the definitions of the Company's credit quality indicators: Pass: Loans in all classes that comprise the commercial and consumer portfolio segments that are not adversely rated, are contractually current as to principal and interest, and are otherwise in compliance with the contractual terms of the loan agreement. Management believes that there is a low likelihood of loss related to those loans that are considered pass. Watch: Loan paying as agreed with generally acceptable asset quality; however the obligor's performance has not met expectations. Balance sheet and/or income statement has shown deterioration to the point that the obligor could not sustain any further setbacks. Credit is expected to be strengthened through improved obligor performance and/or additional collateral within a reasonable period of time. Special Mention: Loans in the classes that comprise the commercial portfolio segment that have potential weaknesses that deserve management's close attention. If not addressed, these potential weaknesses may result in deterioration of the repayment prospects for the loan. The special mention credit quality indicator is not used for classes of loans that comprise the consumer portfolio segment. Management believes that there is a moderate likelihood of some loss related to those loans that are considered special mention. Classified: Classified (a) Substandard – Loans inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the company will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual loans classified substandard. Classified (b) Doubtful – Loans that have all the weaknesses inherent in a loan classified substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work to the advantage and strengthening of the assets, its classification as an estimated loss is deferred until its more exact status may be determined. 24 The Company's credit quality indicators are generally updated annually, however , credits rated "Watch" or below are reviewed more frequently. Based on the most recent analysis performed, the amortized cost basis of loans by risk category, class and year of origination are as follows: June 30, 2022 (dollars in thousands) Prior 2018 2019 2020 2021 2022 Revolving Loans Amort. Cost Basis Revolving Loans Convert. to Term Total Commercial Pass 196,742 95,690 79,176 74,479 236,521 66,620 580,242 6,409 1,335,879 Watch 6,803 1,901 392 3,974 2,899 — 23,712 — 39,681 Special Mention 8,636 326 — — — — 277 — 9,239 Substandard 1,925 378 398 — — — 6,387 948 10,036 Total 214,106 98,295 79,966 78,453 239,420 66,620 610,618 7,357 1,394,835 PPP loans Pass — — — 2,768 6,209 — — — 8,977 Total — — — 2,768 6,209 — — — 8,977 Income producing - commercial real estate Pass 868,846 452,215 524,265 306,313 547,637 278,600 205,062 365 3,183,303 Watch 123,750 — 921 35,598 — — — — 160,269 Special Mention 100,960 46,561 4,238 — — — 47,695 — 199,454 Substandard 60,360 3,120 — — — — — — 63,480 Total 1,153,916 501,896 529,424 341,911 547,637 278,600 252,757 365 3,606,506 Owner occupied - commercial real estate Pass 459,530 210,701 77,657 42,152 193,919 19,566 15,375 — 1,018,900 Watch 23,183 11,639 6,750 — — — 61 — 41,633 Substandard 19,716 — — — — — — — 19,716 Total 502,429 222,340 84,407 42,152 193,919 19,566 15,436 — 1,080,249 Real estate mortgage - residential Pass 17,904 12,481 12,610 3,313 16,399 3,973 — — 66,680 Watch 3,054 — — — — — — — 3,054 Substandard 3,059 — — — — — — — 3,059 Total 24,017 12,481 12,610 3,313 16,399 3,973 — — 72,793 Construction - commercial and residential Pass 41,691 91,582 91,196 200,264 124,853 90,531 117,522 — 757,639 Watch 44,426 — — — — — — 2,105 46,531 Total 86,117 91,582 91,196 200,264 124,853 90,531 117,522 2,105 804,170 Construction - C&I (owner occupied) Pass 14,082 7,337 39,810 53,639 801 858 6,579 — 123,106 Watch 1,048 3,255 — 2,308 — — — — 6,611 Total 15,130 10,592 39,810 55,947 801 858 6,579 — 129,717 Home equity Pass 2,040 — — 100 534 — 48,597 1,257 52,528 Watch 308 — 43 — — — 61 — 412 Substandard 57 — — — — — 196 — 253 Total 2,405 — 43 100 534 — 48,854 1,257 53,193 Other consumer Pass 885 — — — — 2,492 812 — 4,189 Watch — — — — — — 52 — 52 Substandard — — — — — — 5 — 5 Total 885 — — — — 2,492 869 — 4,246 Total Recorded Investment $ 1,999,005 $ 937,186 $ 837,456 $ 724,908 $ 1,129,772 $ 462,640 $ 1,052,635 $ 11,084 7,154,686 25 December 31, 2021 (dollars in thousands) Prior 2017 2018 2019 2020 2021 Revolving Loans Amort. Cost Basis Revolving Loans Convert. to Term Total Commercial Pass $ 180,877 $ 58,693 $ 103,058 $ 90,874 $ 87,515 $ 211,563 $ 549,055 $ 6,023 $ 1,287,658 Watch 5,896 6,567 1,020 996 4,268 3,137 18,336 627 40,847 Special Mention — 9,515 363 — — — 901 — 10,779 Substandard 4,205 778 1,850 437 — — 7,763 — 15,033 Total 190,978 75,553 106,291 92,307 91,783 214,700 576,055 6,650 1,354,317 PPP loans Pass — — — — 16,840 32,900 — — 49,740 Substandard — — — — 1,365 — — — 1,365 Total — — — — 18,205 32,900 — — 51,105 Income producing - commercial real estate Pass 572,550 333,394 418,489 495,808 337,178 549,356 198,210 — 2,904,985 Watch 58,334 73,760 — 43,561 35,094 — — — 210,749 Special Mention 101,580 — 41,936 4,264 — — 47,692 — 195,472 Substandard 60,059 — 8,491 5,542 — — — — 74,092 Total 792,523 407,154 468,916 549,175 372,272 549,356 245,902 — 3,385,298 Owner occupied - commercial real estate Pass 353,471 127,687 210,348 81,604 41,135 184,529 16,838 1,922 1,017,534 Watch 22,710 4,581 11,783 7,026 — — 62 — 46,162 Special Mention — — — 2,122 — — — — 2,122 Substandard 21,958 — — — — — — — 21,958 Total 398,139 132,268 222,131 90,752 41,135 184,529 16,900 1,922 1,087,776 Real estate mortgage - residential Pass 14,645 5,854 12,956 15,546 3,436 16,495 — — 68,932 Watch 3,255 — — — — — — — 3,255 Substandard 1,698 — — 81 — — — — 1,779 Total 19,598 5,854 12,956 15,627 3,436 16,495 — — 73,966 Construction - commercial and residential Pass 32,815 139,756 171,152 142,599 160,952 71,799 127,956 1,773 848,802 Watch 506 43,918 — — — — — — 44,424 Substandard — — — 3,093 — — — — 3,093 Total 33,321 183,674 171,152 145,692 160,952 71,799 127,956 1,773 896,319 Construction - C&I (owner occupied) Pass 19,710 1,754 25,163 39,803 61,408 768 6,648 — 155,254 Watch 680 390 3,255 — — — — — 4,325 Total 20,390 2,144 28,418 39,803 61,408 768 6,648 — 159,579 Home equity Pass 1,474 — — — 70 702 52,077 883 55,206 Watch 193 — — — — — — — 193 Substandard 46 — — 45 — — 58 263 412 Total 1,713 — — 45 70 702 52,135 1,146 55,811 Other consumer Pass 370 — — — — — 1,002 — 1,372 Substandard — — — — — — 55 — 55 Total 370 — — — — — 1,057 — 1,427 Total Recorded Investment $ 1,457,032 $ 806,647 $ 1,009,864 $ 933,401 $ 749,261 $ 1,071,249 $ 1,026,653 $ 11,491 $ 7,065,598 26 Nonaccrual and Past Due Loans As part of the Company's comprehensive loan review process, management evaluates loans that are past-due 30 days or more. Management makes a thorough assessment of the conditions and circumstances surrounding each delinquent loan. The Bank's loan policy requires that loans be placed on nonaccrual if they are 90 days past-due, unless they are well secured and in the process of collection. Additionally, Credit Administration specifically analyzes the status of development and construction projects, sales activities and utilization of interest reserves in order to carefully and prudently assess potential increased levels of risk requiring additional reserves. The table presents, by class of loan, an aging analysis and the recorded investments in loans past due as of June 30, 2022 and December 31, 2021: (dollars in thousands) Loans 30-59 Days Past Due Loans 60-89 Days Past Due Loans 90 Days or More Past Due Total Past Due Loans Current Loans Nonaccrual Loans Total Recorded Investment in Loans June 30, 2022 Commercial $ 394 $ 339 $ — $ 733 $ 1,385,813 $ 8,289 $ 1,394,835 PPP loans — — — — 8,977 — 8,977 Income producing - commercial real estate — — — — 3,599,570 6,936 3,606,506 Owner occupied - commercial real estate 283 — — 283 1,079,939 27 1,080,249 Real estate mortgage - residential — — — — 69,511 3,282 72,793 Construction - commercial and residential 95 — — 95 804,075 — 804,170 Construction - C&I (owner occupied) — 2,308 — 2,308 127,409 — 129,717 Home equity 443 — — 443 52,442 308 53,193 Other consumer 68 — — 68 4,178 — 4,246 Total $ 1,283 $ 2,647 $ — $ 3,930 $ 7,131,914 $ 18,842 $ 7,154,686 December 31, 2021 Commercial $ 1,462 $ 672 $ — $ 2,134 $ 1,343,307 $ 8,876 $ 1,354,317 PPP loans 1,765 825 — 2,590 47,150 1,365 51,105 Income producing - commercial real estate — — — — 3,371,842 13,456 3,385,298 Owner occupied - commercial real estate 419 19,108 — 19,527 1,068,207 42 1,087,776 Real estate mortgage – residential 1,372 — — 1,372 70,584 2,010 73,966 Construction - commercial and residential — — — — 893,226 3,093 896,319 Construction - C&I (owner occupied) — — — — 159,579 — 159,579 Home equity 33 187 — 220 55,225 366 55,811 Other consumer — — — — 1,427 — 1,427 Total $ 5,051 $ 20,792 $ — $ 25,843 $ 7,010,547 $ 29,208 $ 7,065,598 27 The following presents the nonaccrual loans as of June 30, 2022 and December 31, 2021: Nonaccrual with Nonaccrual with Total No Allowance an Allowance Nonaccrual (dollars in thousands) for Credit Loss for Credit Loss Loans June 30, 2022 Commercial $ 5,797 $ 2,492 $ 8,289 Income producing - commercial real estate 3,816 3,120 6,936 Owner occupied - commercial real estate 27 — 27 Real estate mortgage - residential 1,361 1,921 3,282 Home equity 308 — 308 Total (1)(2) $ 11,309 $ 7,533 $ 18,842 December 31, 2021 Commercial $ 5,806 $ 3,070 $ 8,876 PPP loans (3) 1,365 — 1,365 Income producing - commercial real estate 3,920 9,536 13,456 Owner occupied - commercial real estate 42 — 42 Real estate mortgage - residential 1,779 231 2,010 Construction - commercial and residential 3,093 — 3,093 Home equity 366 — 366 Total (1)(2) $ 16,371 $ 12,837 $ 29,208 (1) Excludes TDRs that were performing under their restructured terms totaling $ 5.3 million and $ 10.2 million at June 30, 2022 and December 31, 2021, respectively. (2) Gross interest income of $ 532 thousand and approximately $ 1.5 million would have been recorded for the six months ended June 30, 2022 and 2021, respectively, if nonaccrual loans shown above had been current and in accordance with their original terms, while $ 6 thousand and $ 44 thousand interest income was actually recorded on such loans for the six months ended June 30, 2022 and 2021 respectively. See Note 1 to the Consolidated Financial Statements for a description of the Company's policy for placing loans on nonaccrual status. (3) The CARES Act created the PPP, a program designed to aid small- and medium-sized businesses through federally guaranteed loans distributed through banks. These loans are intended to guarantee payroll and other costs to help those businesses remain viable and allow their workers to pay their bills. Modifications A modification of a loan constitutes a TDR when the borrower is experiencing financial difficulty and the modification constitutes a concession. The Company may offer various types of concessions when modifying a loan. Commercial and industrial loans modified in a TDR often involve temporary interest-only payments, term extensions, and converting revolving credit lines to term loans. Additional collateral, a co-borrower, or a guarantor is often requested. Commercial mortgage and construction loans modified in a TDR often involve reducing the interest rate for the remaining term of the loan, extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, or substituting or adding a new borrower or guarantor. Construction loans modified in a TDR may also involve extending the interest-only payment period. Loans modified in a TDR for the Company may have the financial effect of increasing the specific allowance associated with the loan. An allowance for consumer and commercial loans that have been modified in a TDR is measured based on the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's observable market price, or the estimated fair value of the collateral, less any selling costs, if the loan is collateral dependent. Management exercises significant judgment in developing these estimates. 28 In response to the COVID-19 pandemic and its economic impact to our customers, we implemented a short-term modification program that complied with the CARES Act and ASC 310-40 to provide temporary payment relief to those borrowers directly impacted by COVID-19 who were not more than 30 days past due as of December 31, 2019. This program allowed for a deferral of payments for 90 days, which we extended for an additional 90 days for certain borrowers, for a maximum of 180 days on a cumulative and successive basis. The deferred payments along with interest accrued during the deferral period are due and payable on the maturity date. Additionally, none of the deferrals are reflected in the Company's asset quality measures (i.e. non-performing loans) due to the provision of the CARES Act that permits U.S. financial institutions to temporarily suspend the GAAP requirements to treat such short-term loan modifications as TDR. Similar provisions have also been confirmed by interagency guidance issued by the federal banking agencies and confirmed with staff members of the Financial Accounting Standards Board. As of June 30, 2022, substantially all of the borrowers granted deferrals under this program have returned to regular payment status. The Company had no loan modifications that resulted in TDRs for the six months ended June 30, 2022 and 2021. The Company had four TDRs at June 30, 2022 totaling approximately $ 5.3 million. All of these loans were performing under their modified terms as of June 30, 2022. The Company had seven TDRs at December 31, 2021, totaling $ 16.5 million. During the three and six months ended June 30, 2022, three loans that had been modified as TDRs with a balance of $ 11.1 million, including two that previously were on nonperforming status, were sold, resulting in a charge of $ 1.4 million recorded in connection with the sale. During the six months ended June 30, 2021, one previously nonperforming restructured loan with a balance of $ 2.4 million had its collateral sold, resulting in the full collection of the loan's principal and a partial collection of delinquent interest. For the first six months of 2022 there were no loans that were modified as a TDR that defaulted. For the first six months of 2021, one performing TDR loan, with a balance of $ 101 thousand, defaulted on its modified terms and was placed on nonaccrual status. Commercial and consumer loans modified in a TDR are closely monitored for delinquency as an early indicator of possible future default. If loans modified in a TDR subsequently default, the Company evaluates the loan for possible further loss. The allowance may be increased, adjustments may be made in the allocation of the allowance, or partial charge-offs may be taken to further write-down the carrying value of the loan. Note 5. Leases The Company accounts for leases in accordance with ASC Topic 842. A lease is defined as a contract that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Substantially all of the leases in which the Company is the lessee comprise real estate property for branch offices, ATM locations, and corporate office space. Substantially all of our leases are classified as operating leases. With the adoption of ASC Topic 842, operating lease agreements were required to be recognized on the Consolidated Balance Sheets as a right-of-use ("ROU") asset and a corresponding lease liability. As of June 30, 2022 and December 31, 2021, the Company had $ 27.5 million and $ 30.6 million of operating lease ROU assets, respectively, and $ 32.4 million and $ 35.5 million of operating lease liabilities, respectively, on the Company's Consolidated Balance Sheets. The Company elects not to recognize ROU assets and lease liabilities arising from short-term leases, leases with initial terms of twelve months or less, or equipment leases (deemed immaterial) on the Consolidated Balance Sheets. The leases contain terms and conditions of options to extend or terminate the lease which are recognized as part of the ROU assets and lease liabilities when an economic benefit to exercise the option exists and there is a 90 % probability that the Company will exercise the option. If these criteria are not met, the options are not included in ROU assets and lease liabilities. As of June 30, 2022, our leases do not contain material residual value guarantees or impose restrictions or covenants related to dividends or the Company's ability to incur additional financial obligations. 29 The following table presents lease costs and other lease information. Three Months Ended Six Months Ended (dollars in thousands) June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Lease cost Operating lease cost (cost resulting from lease payments) $ 1,820 $ 2,013 $ 3,661 $ 4,172 Variable lease cost (cost excluded from lease payments) 279 223 511 473 Sublease income ( 95 ) ( 87 ) ( 182 ) ( 174 ) Net lease cost $ 2,004 $ 2,149 $ 3,990 $ 4,471 Operating lease - operating cash flows (fixed payments) $ 1,923 $ 2,048 $ 3,743 $ 4,352 June 30, 2022 December 31, 2021 Operating lease right-of-use assets $ 27,548 $ 30,555 Operating lease liabilities $ 32,414 $ 35,501 Weighted average lease term - operating leases 5.96 yrs 6.26 yrs Weighted average discount rate - operating leases 2.98 % 3.05 % Future minimum payments for operating leases with initial or remaining terms of more than one year as of June 30, 2022 were as follows: (dollars in thousands) Twelve months ended: June 30, 2023 $ 3,590 June 30, 2024 7,036 June 30, 2025 6,292 June 30, 2026 5,329 June 30, 2027 4,184 Thereafter 8,475 Total future minimum lease payments 34,906 Amounts representing interest ( 2,492 ) Present value of net future minimum lease payments $ 32,414 Note 6. Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities through the use of derivative financial instruments. 30 Mortgage Banking Derivatives As part of its mortgage banking activities, the Bank enters into interest rate lock commitments, which are commitments to originate loans where the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. The Bank then locks in the loan and interest rate with an investor and commits to deliver the loan if settlement occurs ("best efforts") or commits to deliver the locked loan in a binding ("mandatory") delivery program with an investor. Certain loans under interest rate lock commitments are covered under forward sales contracts of MBS. Forward sales contracts of MBS are recorded at fair value with changes in fair value recorded in noninterest income. Interest rate lock commitments and commitments to deliver loans to investors are considered derivatives. The market value of interest rate lock commitments and best efforts contracts are not readily ascertainable with precision because they are not actively traded in stand-alone markets. The Bank determines the fair value of interest rate lock commitments and delivery contracts by measuring the fair value of the underlying asset, which is impacted by current interest rates, taking into consideration the probability that the interest rate lock commitments will close or will be funded. Certain additional risks arise from these forward delivery contracts in that the counterparties to the contracts may not be able to meet the terms of the contracts. The Bank does not expect any counterparty to any MBS to fail to meet its obligation. Additional risks inherent in mandatory delivery programs include the risk that, if the Bank does not close the loans subject to interest rate risk lock commitments, it will still be obligated to deliver MBS to the counterparty under the forward sales agreement. Should this be required, the Bank could incur significant costs in acquiring replacement loans or MBS and such costs could have an adverse effect on mortgage banking operations. The fair value of the mortgage banking derivatives is recorded as a freestanding asset or liability with the change in value being recognized in current earnings during the period of change. Cash Flow Hedges of Interest Rate Risk The Company uses interest rate swap agreements to assist in its interest rate risk management. The Company's objective in using interest rate derivatives designated as cash flow hedges under ASC 815 is to add stability to interest expense and to better manage its exposure to interest rate movements. To accomplish this objective, the Company utilizes interest rate swaps as part of its interest rate risk management strategy intended to mitigate the potential risk of rising interest rates on the Bank's cost of funds. The notional amounts of the interest rate swaps designated as cash flow hedges do not represent amounts exchanged by the counterparties, but rather, the notional amount is used to determine, along with other terms of the derivative, the amounts to be exchanged between the counterparties. The interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from one counterparty in exchange for the Company making fixed payments. The Company's intent is to hedge its exposure to the variability in potential future interest rate conditions on existing financial instruments. The Company's derivative position is classified within Level 2 of the fair value hierarchy and is valued using models generally accepted in the financial services industry and that use actively quoted or observable market input values from external market data providers and/or non-binding broker-dealer quotations. The fair value of the derivatives is determined using discounted cash flow models. These models' key assumptions include the contractual terms of the respective contract along with significant observable inputs, including interest rates, yield curves, nonperformance risk and volatility. See Note 10. Fair Value Measurements. For derivatives designated as cash flow hedges, changes in the fair value of the derivative are initially reported in other comprehensive income (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. The Company's sole designated cash flow hedge matured during April 2021. Thus, as of June 30, 2022 and December 31, 2021, the Company had no designated cash flow hedge interest rate swap transactions outstanding associated with the Company's variable rate deposits. Amounts reported in accumulated other comprehensive income related to designated cash flow hedge derivatives were reclassified to interest income/expense as interest payments were made/received on the Company's variable-rate assets/liabilities. 31 Non-designated Hedges Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate caps and swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings. The Company entered into credit risk participation agreements ("RPAs") with institutional counterparties, under which the Company assumes its pro-rata share of the credit exposure associated with a borrower's performance related to interest rate derivative contracts. The fair value of RPAs is calculated by determining the total expected asset or liability exposure of the derivatives to the borrowers and applying the borrowers' credit spread to that exposure. Total expected exposure incorporates both the current and potential future exposure of the derivatives, derived from using observable inputs, such as yield curves and volatilities. Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. The Company is exposed to credit risk in the event of nonperformance by the interest rate derivative counterparty. The Company minimizes this risk by entering into derivative contracts with only large, stable financial institutions, and the Company has not experienced, and does not expect, any losses from counterparty nonperformance on the interest rate derivatives. The Company monitors counterparty risk in accordance with the provisions of ASC Topic 815, "Derivatives and Hedging." In addition, the interest rate derivative agreements contain language outlining collateral-pledging requirements for each counterparty. The interest rate derivative agreements detail: 1) that collateral be posted when the market value exceeds certain threshold limits associated with the secured party's exposure; 2) if the Company defaults on any of its indebtedness (including default where repayment of the indebtedness has not been accelerated by the lender), then the Company could also be declared in default on its derivative obligations; 3) if the Company fails to maintain its status as a well-capitalized institution then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements. 32 The table below identifies the balance sheet category and fair value of the Company's designated cash flow hedge derivative instruments and non-designated hedges as of June 30, 2022 and December 31, 2021. The Company has a minimum collateral posting threshold with its derivative counterparty. If the Company had breached any provisions under the agreement at June 30, 2022, it could have been required to settle its obligations under the agreement at the termination value. June 30, 2022 December 31, 2021 (dollars in thousands) Notional Amount Fair Value Balance Sheet Category Notional Amount Fair Value Balance Sheet Category Derivatives not designated as hedging instruments in an asset position Interest rate product $ 255,691 $ 18,589 Other assets $ 272,825 $ 5,273 Other assets Mortgage banking derivatives 31,444 254 Other assets 56,331 636 Other assets $ 287,135 $ 18,843 $ 329,156 $ 5,909 Derivatives not designated as hedging instruments in a liability position Interest rate product $ 255,691 $ 17,662 Other liabilities $ 272,825 $ 5,223 Other liabilities Mortgage banking derivatives 12,000 20 Other liabilities — — Other liabilities Credit risk participation agreements 26,162 11 Other liabilities 26,417 47 Other liabilities $ 293,853 17,693 $ 299,242 5,270 Cash and other collateral posted ( 2,270 ) ( 2,930 ) Net derivatives in a liability position $ 15,423 $ 2,340 The table below presents the pre-tax net gains (losses) of the Company's designated cash flow hedges for the three and six months ended June 30, 2022 and 2021: The Effect of Fair Value and Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income Amount of Gain (Loss) Recognized Amount of Gain (Loss) Reclassified Derivatives in Subtopic in OCI on Derivatives Location of from AOCI into Net Income 815-20 Hedging Relationships Three Months Ended June 30, Gain (Loss) Recognized Three Months Ended June 30, (dollars in thousands) 2022 2021 from AOCI into Net Income 2022 2021 Derivatives in cash flow hedging relationships Interest rate products $ — $ — Interest Expense $ — $ ( 60 ) Amount of Gain (Loss) Recognized Amount of Gain (Loss) Reclassified Derivatives in Subtopic in OCI on Derivative Location of from AOCI into Net Income 815-20 Hedging Relationships Six Months Ended June 30, Gain (Loss) Recognized Six Months Ended June 30, (dollars in thousands) 2022 2021 from AOCI into Net Income 2022 2021 Derivatives in cash flow hedging relationships Interest rate products $ — $ ( 844 ) Interest Expense $ — $ ( 445 ) 33 The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of income for the three and six months ended June 30, 2022 and 2021: The Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Income Amount of Gain (Loss) Recognized in Interest Expense on Fair Value and Cash Flow Hedging Relationships Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2022 2021 2022 2021 Total amounts of income and expense line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded $ — $ ( 60 ) $ — $ ( 445 ) Gain or (loss) on cash flow hedging relationships in Subtopic 815-20 Interest contracts Amount of gain (loss) reclassified from AOCI into income $ — $ ( 60 ) $ — $ ( 445 ) Amount of gain (loss) reclassified from AOCI into income - included component $ — $ ( 60 ) $ — $ ( 445 ) Effect of Derivatives Not Designated as Hedging Instruments in the Consolidated Statements of Income Amount of Gain (Loss) Recognized in Income on Derivatives Location of Gain (Loss) Recognized Three Months Ended June 30, Six Months Ended June 30, in Income on Derivatives 2022 2021 2021 2020 Interest rate products Other income / (other expense) $ 334 $ ( 299 ) $ 585 $ ( 16 ) Mortgage banking derivatives Gain on sale of loans ( 299 ) 1,179 ( 529 ) 3,693 Other contracts Other income / (other expense) — 4 — 44 Total $ 35 $ 884 $ 56 $ 3,721 Note 7. Long-Term Borrowings The following table presents information related to the Company's long-term borrowings as of June 30, 2022 and December 31, 2021. (dollars in thousands) June 30, 2022 December 31, 2021 Subordinated Notes, 5.75 % $ 70,000 $ 70,000 Less: unamortized debt issuance costs ( 268 ) ( 330 ) Total $ 69,732 $ 69,670 On August 5, 2014, the Company completed the sale of $ 70.0 million of its 5.75 % subordinated notes, due September 1, 2024 (the "2024 Notes"). The 2024 Notes were offered to the public at par and qualify as Tier 2 capital for regulatory purposes to the fullest extent permitted under the Basel III Rule capital requirements. The net proceeds were approximately $ 68.8 million, which included $ 1.2 million in deferred financing costs, which are being amortized over the life of the 2024 Notes. 34 Note 8. Net Income per Common Share The calculation of net income per common share for the three and six months ended June 30, 2022 and 2021 was as follows: Three Months Ended June 30, Six Months Ended June 30, (dollars and shares in thousands, except per share data) 2022 2021 2022 2021 Basic: Net income $ 15,696 $ 47,993 $ 61,440 $ 91,462 Average common shares outstanding 32,081 31,963 32,057 31,916 Basic net income per common share $ 0.49 $ 1.50 $ 1.92 $ 2.87 Diluted: Net income $ 15,696 $ 47,993 $ 61,440 $ 91,462 Average common shares outstanding 32,081 31,963 32,057 31,916 Adjustment for common share equivalents 62 62 69 58 Average common shares outstanding-diluted 32,143 32,025 32,126 31,974 Diluted net income per common share $ 0.49 $ 1.50 $ 1.91 $ 2.86 Anti-dilutive shares — 3 — 3 35 Note 9. Other Comprehensive Income (Loss) The following table presents the components of other comprehensive income (loss) for the three and six months ended June 30, 2022 and 2021. (dollars in thousands) Before Tax Tax Effect Net of Tax Three Months Ended June 30, 2022 Net unrealized loss on securities available-for-sale $ ( 44,717 ) $ 11,697 $ ( 33,020 ) Less: Reclassification adjustment for net loss included in net income 151 ( 51 ) 100 Total unrealized loss on investment securities available-for-sale ( 44,566 ) 11,646 ( 32,920 ) Amortization of unrealized loss on securities transferred to held-to-maturity 2,689 ( 698 ) 1,991 Total unrealized gain investment securities held-to-maturity 2,689 ( 698 ) 1,991 Net unrealized gain on derivatives 284 — 284 Total unrealized gain on derivatives 284 — 284 Other comprehensive loss $ ( 41,593 ) $ 10,948 $ ( 30,645 ) Three Months Ended June 30, 2021 Net unrealized gain on securities available-for-sale $ 8,957 $ ( 2,302 ) $ 6,655 Less: reclassification adjustment for net gain included in net income ( 318 ) 82 ( 236 ) Total unrealized gain on investment securities available-for-sale 8,639 ( 2,220 ) 6,419 Reclassification adjustment for loss included in net income 133 ( 34 ) 99 Total unrealized gain on derivatives 133 ( 34 ) 99 Other comprehensive income $ 8,772 $ ( 2,254 ) $ 6,518 Six Months Ended June 30, 2022 Net unrealized loss on securities available-for-sale $ ( 123,944 ) $ 32,520 $ ( 91,424 ) Less: Reclassification adjustment for net losses included in net income 176 ( 59 ) 117 Total unrealized loss on investment securities available-for-sale ( 123,768 ) 32,461 ( 91,307 ) Net unrealized (loss) on securities transferred to held-to-maturity ( 66,193 ) 17,098 ( 49,095 ) Amortization of unrealized loss on securities transferred to held-to-maturity 2,689 ( 698 ) 1,991 Total unrealized loss on investment securities held-to-maturity ( 63,504 ) 16,400 ( 47,104 ) Net unrealized gain on derivatives 284 — 284 Total unrealized gain on derivatives 284 — 284 Other comprehensive loss $ ( 186,988 ) $ 48,861 $ ( 138,127 ) Six Months Ended June 30, 2021 Net unrealized loss on securities available-for-sale $ ( 14,756 ) $ 3,794 $ ( 10,962 ) Less: Reclassification adjustment for net gains included in net income ( 539 ) 137 ( 402 ) Total unrealized loss on investment securities available-for-sale ( 15,295 ) 3,931 ( 11,364 ) Net unrealized loss on derivatives ( 1 ) — ( 1 ) Reclassification adjustment for loss included in net income 517 ( 132 ) 385 Total unrealized gain on derivatives 516 ( 132 ) 384 Other comprehensive loss $ ( 14,779 ) $ 3,799 $ ( 10,980 ) (1) Represents unamortized AOCI on securities transferred to held-to-maturity status. 36 The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax, for the three and six months ended June 30, 2022 and 2021. Securities Securities Accumulated Other Available Held to Comprehensive (dollars in thousands) For Sale Maturity Derivatives Income (Loss) Three Months Ended June 30, 2022 Balance at beginning of period $ ( 72,345 ) $ ( 49,095 ) $ ( 284 ) $ ( 121,724 ) Other comprehensive (loss) income before reclassifications ( 33,020 ) — 284 ( 32,736 ) Amounts reclassified from accumulated other comprehensive loss 100 — — 100 Amortization of unrealized loss on securities transferred to held-to-maturity — 1,991 — 1,991 Net other comprehensive loss during period ( 32,920 ) 1,991 284 ( 30,645 ) Balance at end of period $ ( 105,265 ) $ ( 47,104 ) $ — $ ( 152,369 ) Three Months Ended June 30, 2021 Balance at beginning of period $ ( 1,615 ) $ — $ ( 383 ) $ ( 1,998 ) Other comprehensive income before reclassifications 6,655 — — 6,655 Amounts reclassified from accumulated other comprehensive income (loss) ( 236 ) — 99 ( 137 ) Net other comprehensive income during period 6,419 — 99 6,518 Balance at end of period $ 4,804 $ — $ ( 284 ) $ 4,520 Six Months Ended June 30, 2022 Balance at beginning of period $ ( 13,958 ) $ — $ ( 284 ) $ ( 14,242 ) Other comprehensive (loss) income before reclassifications ( 91,424 ) — 284 ( 91,140 ) Amounts reclassified from accumulated other comprehensive loss 117 — — 117 Net unrealized loss on securities transferred to held-to-maturity — ( 49,095 ) — ( 49,095 ) Amortization of unrealized loss on securities transferred to held-to-maturity — 1,991 — 1,991 Net other comprehensive (loss) income during period ( 91,307 ) ( 47,104 ) 284 ( 138,127 ) Balance at end of period $ ( 105,265 ) $ ( 47,104 ) $ — $ ( 152,369 ) Six Months Ended June 30, 2021 Balance at beginning of period $ 16,168 $ — $ ( 668 ) $ 15,500 Other comprehensive (loss) income before reclassifications ( 10,962 ) — ( 1 ) ( 10,963 ) Amounts reclassified from accumulated other comprehensive loss ( 402 ) — 385 ( 17 ) Net other comprehensive (loss) income during period ( 11,364 ) — 384 ( 10,980 ) Balance at end of period $ 4,804 $ — $ ( 284 ) $ 4,520 37 The following tables present the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2022 and 2021. Amount Reclassified from Accumulated Other Details about Accumulated Other Comprehensive (Loss) Income Affected Line Item in Comprehensive Loss Components Three Months Ended June 30, Consolidated Statements of (dollars in thousands) 2022 2021 Income Realized (loss) gain on sale of investment securities $ ( 151 ) $ 318 Net (loss) gain on sale of investment securities Interest income derivative deposits — ( 133 ) Interest on balances with other banks and short-term investments Income tax benefit (expense) 51 ( 48 ) Income tax expense Total reclassifications for the periods $ ( 100 ) $ 137 Amount Reclassified from Accumulated Other Details about Accumulated Other Comprehensive (Loss) Income Affected Line Item in Comprehensive Loss Components Six Months Ended June 30, Consolidated Statements of (dollars in thousands) 2022 2021 Income Realized (loss) gain on sale of investment securities $ ( 176 ) $ 539 Net (loss) gain on sale of investment securities Interest income derivative deposits — ( 517 ) Interest on balances with other banks and short-term investments Income tax benefit (expense) 59 ( 5 ) Income tax expense Total reclassifications for the periods $ ( 117 ) $ 17 Note 10. Fair Value Measurements The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. ASC Topic 820, "Fair Value Measurements and Disclosures," establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Quoted prices in active exchange markets for identical assets or liabilities; also includes certain U.S. Treasury and other U.S. Government and agency securities actively traded in over-the-counter markets. Level 2 Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data; also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data. This category generally includes certain U.S. Government and agency securities, corporate debt securities, derivative instruments, and residential mortgage loans held for sale. Level 3 Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for single dealer nonbinding quotes not corroborated by observable market data. This category generally includes certain private equity investments, retained interests from securitizations, and certain collateralized debt obligations. 38 Assets and Liabilities Recorded at Fair Value on a Recurring Basis The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021. Significant Significant Other Other Observable Unobservable Quoted Prices Inputs Inputs Total (dollars in thousands) (Level 1) (Level 2) (Level 3) (Fair Value) June 30, 2022 Assets: Investment securities available-for-sale: U.S treasury bonds $ — $ 47,081 $ — $ 47,081 U. S. agency securities — 698,057 — 698,057 Residential mortgage-backed securities — 885,689 — 885,689 Commercial mortgage-backed securities — 109,549 — 109,549 Municipal bonds — 12,932 — 12,932 Corporate bonds — 1,946 — 1,946 Loans held for sale — 13,814 — 13,814 Interest rate caps — 18,589 — 18,589 Mortgage banking derivatives — — 254 254 Total assets measured at fair value on a recurring basis as of June 30, 2022 $ — $ 1,787,657 $ 254 $ 1,787,911 Liabilities: Credit risk participation agreements $ — $ 11 $ — $ 11 Interest rate caps — 17,662 — 17,662 Mortgage banking derivatives — — 20 20 Total liabilities measured at fair value on a recurring basis as of June 30, 2022 $ — $ 17,673 $ 20 $ 17,693 December 31, 2021 Assets: Investment securities available-for-sale: U.S. treasury bonds $ — $ 49,458 $ — $ 49,458 U. S. agency securities — 622,387 — 622,387 Mortgage-backed securities — 1,677,673 — 1,677,673 Municipal bonds — 145,431 — 145,431 Corporate bonds — 116,459 12,000 128,459 Loans held for sale — 47,218 — 47,218 Interest rate caps — 5,197 — 5,197 Mortgage banking derivatives — — 636 636 Total assets measured at fair value on a recurring basis as of December 31, 2021 $ — $ 2,663,823 $ 12,636 $ 2,676,459 Liabilities: Credit risk participation agreements $ — $ 47 $ — $ 47 Interest rate caps — 5,147 — 5,147 Total liabilities measured at fair value on a recurring basis as of December 31, 2021 $ — $ 5,194 $ — $ 5,194 39 Investment securities available-for-sale: Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair value is measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security's credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange such as the New York Stock Exchange. Level 2 securities include U.S. treasury bonds, U.S. agency debt securities, mortgage-backed securities issued by Government Sponsored Entities and municipal bonds. Securities classified as Level 3 include securities in less liquid markets, the carrying amounts approximate the fair value. Loans held for sale : The Company has elected to carry loans held for sale at fair value. This election reduces certain timing differences in the Consolidated Statement of Income and better aligns with the management of the portfolio from a business perspective. Fair value is derived from secondary market quotations for similar instruments. Gains and losses on sales of residential mortgage loans are recorded as a component of noninterest income in the Consolidated Statements of Income. Gains and losses on sales of multifamily FHA securities are recorded as a component of noninterest income in the Consolidated Statements of Income. As such, the Company classifies loans subjected to fair value adjustments as Level 2 valuation. The following tables summarize the difference between the aggregate fair value and the aggregate unpaid principal balance for loans held for sale measured at fair value as of June 30, 2022 and December 31, 2021. Aggregate Unpaid (dollars in thousands) Fair Value Principal Balance Difference June 30, 2022 Loans held for sale $ 13,814 $ 13,828 $ ( 14 ) December 31, 2021 Loans held for sale $ 47,218 $ 46,623 $ 595 There were no residential mortgage loans held for sale that were 90 or more days past due or on nonaccrual status as of June 30, 2022 or December 31, 2021. Credit risk participation agreements : The Company enters into credit risk participation agreements ("RPAs") with institutional counterparties, under which the Company assumes its pro-rata share of the credit exposure associated with a borrower's performance related to interest rate derivative contracts. The fair value of RPAs is calculated by determining the total expected asset or liability exposure of the derivatives to the borrowers and applying the borrowers' credit spread to that exposure. Total expected exposure incorporates both the current and potential future exposure of the derivatives, derived from using observable inputs, such as yield curves and volatilities. Accordingly, RPAs fall within Level 2. Interest rate caps: The Company entered into an interest rate cap agreement ("cap") with an institutional counterparty, under which the Company will receive cash if and when market rates exceed the cap's strike rate. The fair value of the cap is calculated by determining the total expected asset or liability exposure of the derivatives. Total expected exposure incorporates both the current and potential future exposure of the derivative, derived from using observable inputs, such as yield curves and voltilities. Accordingly, the cap falls within Level 2. Mortgage banking derivatives for loans settled on a mandatory basis: The Company relied on a third-party pricing service to value its mortgage banking derivative financial assets and liabilities, which the Company classifies as a Level 3 valuation. The external valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale includes grouping the interest rate lock commitments by interest rate and terms, applying an estimated pull-through rate based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms, and rate lock expiration dates of the loan commitment groups. The Company also relies on an external valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e. an estimate of what the Company would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing. 40 Mortgage banking derivative for loans settled best efforts basis : The significant unobservable input (Level 3) used in the fair value measurement of the Company's interest rate lock commitments is the pull through ratio, which represents the percentage of loans currently in a lock position which management estimates will ultimately close. An increase in the pull through ratio (i.e. higher percentage of loans are estimated to close) will increase the gain or loss. The pull through ratio is largely dependent on the loan processing stage that a loan is currently in. The pull through rate is computed by the Company's secondary marketing consultant using historical data and the ratio is periodically reviewed by the Company for reasonableness. The following is a reconciliation of activity for assets measured at fair value based on Significant Other Unobservable Inputs (Level 3): Investment Securities Mortgage Banking (dollars in thousands) Available-for-Sale Derivatives Total Assets: Beginning balance at January 1, 2022 $ 12,000 $ 636 $ 12,636 Unrealized loss included in earnings — ( 382 ) ( 382 ) Reclassified to investment securities held-to-maturity ( 12,000 ) — ( 12,000 ) Ending balance at June 30, 2022 $ — $ 254 $ 254 Liabilities: Beginning balance at January 1, 2022 $ — $ — Unrealized loss included in earnings ( 20 ) ( 20 ) Ending balance at June 30, 2022 $ ( 20 ) $ ( 20 ) Investment Securities Mortgage Banking (dollars in thousands) Available-for-Sale Derivatives Total Assets: Beginning balance at January 1, 2021 $ 1,500 $ 5,213 $ 6,713 Realized loss included in earnings — ( 4,577 ) (4,577) Reclass Level 2 to Level 3 12,000 — 12,000 Principal redemption ( 1,500 ) — (1,500) Ending balance at December 31, 2021 $ 12,000 $ 636 $ 12,636 For Level 3 assets measured at fair value on a recurring or nonrecurring basis as of June 30, 2022 and December 31, 2021, the significant unobservable inputs used in the fair value measurements were as follows: June 30, 2022 December 31, 2021 (dollars in thousands) Valuation Technique Description Range Weighted Average (1) Fair Value Weighted Average (1) Fair Value Mortgage banking derivatives Pricing Model Pull Through Rate 69.6 % - 75.5 % 74.97 % $ 254 86.40 % $ 636 (1) Unobservable inputs for mortgage banking derivatives were weighted by loan amount. Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis The Company measures certain assets at fair value on a nonrecurring basis and the following is a general description of the methods used to value such assets. 41 At June 30, 2022, substantially all of the Company's individually evaluated loans were evaluated based upon the fair value of the collateral. In accordance with ASC Topic 820, individually evaluated loans where an allowance is established based on the fair value of collateral, i.e. those that are collateral dependent, require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the loan as nonrecurring Level 3. Other real estate owned : Other real estate owned is initially recorded at fair value less estimated selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management's estimation of the value of the collateral, which the Company classifies as a Level 3 valuation. Assets measured at fair value on a nonrecurring basis are included in the table below: Significant Significant Other Other Observable Unobservable Quoted Prices Inputs Inputs Total (dollars in thousands) (Level 1) (Level 2) (Level 3) (Fair Value) June 30, 2022 Collateral dependent loans Commercial $ — $ — $ 7,700 $ 7,700 Income producing - commercial real estate — — 7,844 7,844 Owner occupied - commercial real estate — — 27 27 Real estate mortgage - residential — — 2,941 2,941 Home equity — — 308 308 Other real estate owned — — 1,487 1,487 Total assets measured at fair value on a nonrecurring basis as of June 30, 2022 $ — $ — $ 20,307 $ 20,307 December 31, 2021 Collateral dependent loans Commercial $ — $ — $ 8,121 $ 8,121 PPP loans — — 1,365 1,365 Income producing - commercial real estate — — 17,415 17,415 Owner occupied - commercial real estate — — 42 42 Real estate mortgage - residential — — 1,779 1,779 Construction - commercial and residential — — 3,093 3,093 Home equity — — 366 366 Other real estate owned — — 1,635 1,635 Total assets measured at fair value on a nonrecurring basis as of December 31, 2021 $ — $ — $ 33,816 $ 33,816 Fair Value of Financial Instruments The Company discloses fair value information about financial instruments for which it is practicable to estimate the value, whether or not such financial instruments are recognized on the balance sheet. Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by quoted market price, if one exists. 42 Quoted market prices, if available, are shown as estimates of fair value. Because no quoted market prices exist for a portion of the Company's financial instruments, the fair value of such instruments has been derived based on management's assumptions with respect to future economic conditions, the amount and timing of future cash flows and estimated discount rates. Different assumptions could significantly affect these estimates. Accordingly, the net realizable value could be materially different from the estimates presented below. In addition, the estimates are only indicative of individual financial instrument values and should not be considered an indication of the fair value of the Company taken as a whole. The estimated fair value of the Company's financial instruments at June 30, 2022 and December 31, 2021 are as follows: 43 44 Fair Value Measurements Quoted Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying (dollars in thousands) Value Fair Value June 30, 2022 Assets Cash and due from banks $ 13,132 $ 13,132 $ 13,132 $ — $ — Federal funds sold $ 42,697 $ 42,697 $ — $ 42,697 $ — Interest bearing deposits with other banks $ 369,337 $ 369,337 $ — $ 369,337 $ — Investment securities available-for-sale $ 1,755,254 $ 1,755,254 $ — $ 1,755,254 $ — Investment securities held-to-maturity $ 1,143,632 $ 1,084,706 $ — $ 1,084,706 $ — Federal Reserve and Federal Home Loan Bank stock $ 33,990 $ 33,990 $ — $ 33,990 $ — Loans held for sale $ 13,814 $ 13,814 $ — $ 13,814 $ — Loans $ 7,082,021 $ 6,972,568 $ — $ — $ 6,972,568 Annuity investment $ 13,907 $ 13,907 $ — $ 13,907 $ — Mortgage banking derivatives $ 254 $ 254 $ — $ — $ 254 Interest rate caps $ 18,589 $ 18,589 $ — $ 18,589 $ — Liabilities Noninterest bearing deposits $ 2,831,934 $ 2,831,934 $ — $ 2,831,934 $ — Interest bearing deposits $ 5,726,611 $ 5,726,611 $ — $ 5,726,611 $ — Time deposits $ 613,073 $ 610,373 $ — $ 610,373 $ — Customer repurchase agreements $ 26,539 $ 26,539 $ — $ 26,539 $ — Borrowings $ 349,732 $ 350,557 $ — $ 350,557 $ — Mortgage banking derivatives $ 20 $ 20 $ — $ — $ 20 Credit risk participation agreement $ 11 $ 11 $ — $ 11 $ — Interest rate caps $ 17,662 $ 17,662 $ — $ 17,662 $ — December 31, 2021 Assets Cash and due from banks $ 12,886 $ 12,886 $ 12,886 $ — $ — Federal funds sold $ 20,391 $ 20,391 $ — $ 20,391 $ — Interest bearing deposits with other banks $ 1,680,945 $ 1,680,945 $ — $ 1,680,945 $ — Investment securities $ 2,623,408 $ 2,623,408 $ — $ 2,611,408 $ 12,000 Federal Reserve and Federal Home Loan Bank stock $ 34,153 $ 34,153 $ — $ 34,153 $ — Loans held for sale $ 47,218 $ 47,218 $ — $ 47,218 $ — Loans $ 7,065,598 $ 6,930,929 $ — $ — $ 6,930,929 Mortgage banking derivative $ 636 $ 636 $ — $ — $ 636 Interest rate caps $ 5,197 $ 5,197 $ — $ 5,197 $ — Liabilities Noninterest bearing deposits $ 3,277,956 $ 3,277,956 $ — $ 3,277,956 $ — Interest bearing deposits $ 5,974,502 $ 5,974,502 $ — $ 5,974,502 $ — Time deposits $ 729,082 $ 736,001 $ — $ 736,001 $ — Customer repurchase agreements $ 23,918 $ 23,918 $ — $ 23,918 $ — Borrowings $ 369,670 $ 374,326 $ — $ 374,326 $ — Credit risk participation agreements $ 47 $ 47 $ — $ 47 $ — Interest rate caps $ 5,147 $ 5,147 $ — $ 5,147 $ — 45 Note 11 - Legal Contingencies There have been no material changes in the status of the legal proceedings previously disclosed in Part II, Item 8, "Note 21 - Commitments and Contingent Liabilities" of the Company's Annual Report on Form 10-K for the year ended December 31, 2021, except as follows. From time to time, the Company and its subsidiaries are involved in various legal proceedings incidental to their business in the ordinary course, including matters in which damages in various amounts are claimed. Based on information currently available, the Company does not believe that the liabilities (if any) resulting from such legal proceedings will have a material effect on the financial position of the Company. However, in light of the inherent uncertainties involved in such matters, ongoing legal expenses or an adverse outcome in one or more of these matters could materially and adversely affect the Company's financial condition, results of operations or cash flows in any particular reporting period, as well as its reputation. As previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, on February 10, 2022, the United States District Court for the Southern District of New York (the "SDNY") approved the settlement agreement of a putative class action lawsuit filed against the Company, its current and former President and Chief Executive Officer and its current and former Chief Financial Officer. The settlement included a total payment covered by the Company's insurance of $ 7.5 million in exchange for the release of all of the defendants from all alleged claims in the class action suit, without any admission or concession of wrongdoing by the Company or the other defendants. On June 1, 2022, the Company reached an agreement in principle with the SEC staff to resolve the SEC's investigation with respect to the Company. As previously disclosed, the Company believes the investigation relates to the Company's identification, classification and disclosure of related party transactions; the retirement of certain former officers and directors; and the relationship of the Company and certain of its former officers and directors with a local public official, among other things. Under the terms of the settlement, the Company would consent, without admitting or denying the SEC's allegations, to the entry of an administrative cease-and-desist order for violations of Sections 17(a)(2) and (3) of the Securities Act of 1933, as amended, Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and 14(a) of the Securities Exchange Act of 1934, as amended, and Rules 13a-1, 14a-9 and 12b-20 thereunder; and would pay a civil money penalty of $ 10.0 million and $ 2.6 million in disgorgement, plus prejudgment interest. The agreement with the SEC staff is subject to finalization and then approval by the SEC, and there can be no assurance that the settlement will be agreed to or approved. In connection with the probable settlement of the SEC matter, the Company recorded a contingent liability of $ 13.4 million in other liabilities on the consolidated balance sheet and in other expenses on the consolidated statements of income. On August 2, 2022, the Bank reached an agreement in principle with the staff of the Board of Governors of the Federal Reserve System ("FRB") to resolve the FRB's investigation with respect to the Bank. As previously disclosed, the Company believes the investigation relates to the Company's identification, classification and disclosure of related party transactions; and the relationship of the Company and certain of its former officers and directors with a local public official, among other things. The agreement with the FRB staff is subject to finalization and then approval by the FRB, and there can be no assurance that the settlement will be agreed to or approved. In connection with the probable settlement of the FRB matter, the Company recorded a contingent liability of approximately $ 9.5 million as a subsequent event in other liabilities on the consolidated balance sheet and in other expenses on the consolidated statements of income as of and for the three and six months ended June 30, 2022. As previously disclosed, the Company maintains director and officer insurance policies ("D&O Insurance Policies") that provide coverage for the legal defense costs related to certain of the above-described investigations and litigations and those discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. When claims are covered by D&O Insurance Policies, the Company records a corresponding receivable against the incurred legal defense cost expense subject to coverage under the D&O Insurance Policies and then eliminates the receivable and expense when the claim is paid. Since the commencement of the above-described matters in 2018 through June 30, 2022, the Company's D&O Insurance carriers have advanced a number of defense cost claims to the Company and its current and former directors and officers. Subject to any new developments to the above-described investigations and litigations that may occur over the next few months, the Company currently believes there is a possibility that the applicable D&O Insurance Policies may be exhausted as early as the third quarter of 2022. Once the D&O Insurance Policies are exhausted, the Company will be responsible for paying the defense costs associated with the above-described investigations and litigations for itself and on behalf of any current and former Officers and Directors entitled to indemnification from the Company. The Company cannot predict with any certainty the amount of defense costs that the Company may incur in the future in connection with currently ongoing and any potential future investigations and legal proceedings, as they are dependent on various factors, many of which are outside of the Company's control. 46 Note 12 - Subsequent Events The Company has evaluated subsequent events through the filing of this report and determined that, except for the FRB investigation resolution discussed in Note 11, there have not been any events that have occurred that would require adjustments to or disclosures in the Consolidated Financial Statements. 47