Item 1. Financial Statements
Item 1. Financial Statements
First Business Financial Services, Inc.
Consolidated Balance Sheets
March 31,
2025
December 31,
2024
(Unaudited)
(In Thousands, Except Share Data)
Assets
Cash and due from banks
$
34,584
$
29,495
Short-term investments
136,033
128,207
Cash and cash equivalents
170,617
157,702
Securities available-for-sale, at fair value
359,394
341,392
Securities held-to-maturity, at amortized cost
6,590
6,741
Loans held for sale
10,523
13,498
Loans and leases receivable, net of allowance for credit losses of $ 35,236
and $ 35,785 , respectively
3,149,164
3,077,343
Premises and equipment, net
5,017
5,227
Repossessed assets
36
51
Right-of-use assets, net
5,439
5,702
Bank-owned life insurance
57,647
57,210
Federal Home Loan Bank stock, at cost
10,434
11,616
Goodwill and other intangible assets
12,058
11,912
Derivatives
48,405
65,762
Accrued interest receivable and other assets
109,555
99,059
Total assets
$
3,944,879
$
3,853,215
Liabilities and Stockholders’ Equity
Deposits
$
3,243,043
$
3,107,140
Federal Home Loan Bank advances and other borrowings
286,590
320,049
Lease liabilities
7,604
7,926
Derivatives
45,612
57,068
Accrued interest payable and other liabilities
25,967
32,443
Total liabilities
3,608,816
3,524,626
Stockholders’ equity:
Preferred stock, $ 0.01 par value, 2,500,000 shares authorized, 12,500 shares of 7 %
non-cumulative perpetual preferred stock, Series A, outstanding at
March 31, 2025 and December 31, 2024
11,992
11,992
Common stock, $ 0.01 par value, 25,000,000 shares authorized, 9,456,392 and 9,433,637
shares issued, 8,301,967 and 8,293,928 shares outstanding at March 31, 2025
and December 31, 2024, respectively
96
95
Additional paid-in capital
94,231
93,545
Retained earnings
274,288
265,778
Accumulated other comprehensive loss
( 12,371
)
( 11,425
)
Treasury stock, 1,154,425 and 1,139,709 shares at March 31, 2025
and December 31, 2024, respectively, at cost
( 32,173
)
( 31,396
)
Total stockholders’ equity
336,063
328,589
Total liabilities and stockholders’ equity
$
3,944,879
$
3,853,215
See accompanying Notes to Unaudited Consolidated Financial Statements.
1
Table of Contents
First Business Financial Services, Inc.
Consolidated Statements of Income (Unaudited)
For the Three Months Ended March 31,
2025
2024
(In Thousands, Except Per Share Data)
Interest income
Loans and leases
$
55,274
$
51,549
Securities
3,404
2,794
Short-term investments
852
1,440
Total interest income
59,530
55,783
Interest expense
Deposits
23,016
23,837
Federal Home Loan Bank advances and other borrowings
3,256
2,435
Total interest expense
26,272
26,272
Net interest income
33,258
29,511
Provision for credit losses
2,659
2,326
Net interest income after provision for credit losses
30,599
27,185
Non-interest income
Private wealth management service fees
3,492
3,111
Gain on sale of Small Business Administration loans
963
195
Service charges on deposits
1,048
940
Loan fees
388
847
Increase in cash surrender value of bank-owned life insurance
437
412
Net loss on sale of securities
—
( 8
)
Swap fees
113
198
Other non-interest income
1,138
1,062
Total non-interest income
7,579
6,757
Non-interest expense
Compensation
16,747
16,157
Occupancy
590
607
Professional fees
1,459
1,571
Data processing
1,082
1,018
Marketing
968
818
Equipment
376
345
Computer software
1,603
1,418
FDIC insurance
780
610
Other non-interest expense
1,114
798
Total non-interest expense
24,719
23,342
Income before income tax expense
13,459
10,600
Income tax expense
2,288
1,752
Net income
11,171
8,848
Preferred stock dividend
219
219
Net income available to common shareholders
$
10,952
$
8,629
Earnings per common share
Basic
$
1.32
$
1.04
Diluted
1.32
1.04
Dividends declared per share
0.29
0.25
See accompanying Notes to Unaudited Consolidated Financial Statements.
2
Table of Contents
First Business Financial Services, Inc.
Consolidated Statements of Comp rehensive Income (Unaudited)
For the Three Months Ended March 31,
2025
2024
(In Thousands)
Net income
$
11,171
$
8,848
Other comprehensive (loss) income
Securities available-for-sale:
Unrealized securities gains (losses) arising during the period
4,685
( 2,861
)
Reclassification adjustment for net loss realized in net income
—
8
Securities held-to-maturity:
Amortization of net unrealized losses transferred from available-for-sale
—
1
Interest rate swaps:
Unrealized (losses) gains on interest rate swaps arising during the period
( 5,901
)
4,922
Income tax benefit (expense)
270
( 529
)
Total other comprehensive (loss) income
( 946
)
1,541
Comprehensive income
$
10,225
$
10,389
See accompanying Notes to Unaudited Consolidated Financial Statements.
3
Table of Contents
First Business Financial Services, Inc.
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
Common
Shares
Outstanding
Preferred
Stock
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Total
(In Thousands, Except Share Data)
Balance at December 31, 2023
8,314,778
$
11,992
$
95
$
90,616
$
230,728
$
( 13,717
)
$
( 30,126
)
$
289,588
Net income
—
—
—
—
8,848
—
—
8,848
Other comprehensive income
—
—
—
—
—
1,541
—
1,541
Share-based compensation -
restricted shares and employee
stock purchase plan
6,940
—
—
665
—
—
—
665
Issuance of common stock
under the employee stock
purchase plan
913
—
—
31
—
—
—
31
Preferred stock dividends
—
—
—
—
( 219
)
—
—
( 219
)
Cash dividends ($ 0.25
per share)
—
—
—
—
( 2,087
)
—
—
( 2,087
)
Treasury stock purchased
( 16,058
)
—
—
—
—
—
( 579
)
( 579
)
Balance at March 31, 2024
8,306,573
$
11,992
$
95
$
91,312
$
237,270
$
( 12,176
)
$
( 30,705
)
$
297,788
Common
Shares
Outstanding
Preferred
Stock
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Total
(In Thousands, Except Share Data)
Balance at December 31, 2024
8,293,928
$
11,992
$
95
$
93,545
$
265,778
$
( 11,425
)
$
( 31,396
)
$
328,589
Net income
—
—
—
—
11,171
—
—
11,171
Other comprehensive income
—
—
—
—
—
( 946
)
—
( 946
)
Share-based compensation -
restricted shares and employee
stock purchase plan
21,914
—
1
650
—
—
—
651
Issuance of common stock
under the employee stock
purchase plan
841
—
—
36
—
—
—
36
Preferred stock dividends
—
—
—
—
( 219
)
—
—
( 219
)
Cash dividends ($ 0.29
per share)
—
—
—
—
( 2,442
)
—
—
( 2,442
)
Treasury stock purchased
( 14,716
)
—
—
—
—
—
( 777
)
( 777
)
Balance at March 31, 2025
8,301,967
$
11,992
$
96
$
94,231
$
274,288
$
( 12,371
)
$
( 32,173
)
$
336,063
See accompanying Notes to Unaudited Consolidated Financial Statements.
4
Table of Contents
First Business Financial Services, Inc.
Consolidated Statements of Cash Flows (Unaudited)
For the Three Months Ended March 31,
2025
2024
(In Thousands)
Operating activities
Net income
$
11,171
$
8,848
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes, net
153
2,268
Provision for credit losses
2,659
2,326
Depreciation, amortization and accretion, net
871
791
Share-based compensation
651
665
Net loss on disposal of fixed assets
—
10
Net loss on sale of securities
—
8
Net loss on sale of tax credit investments
110
—
Amortization of tax credit investments
1,592
1,296
Bank-owned life insurance policy income
( 437
)
( 412
)
Origination of loans for sale
( 51,542
)
( 37,213
)
Sale of loans originated for sale
55,479
37,142
Gain on sale of loans originated for sale
( 963
)
( 195
)
Net (gain) loss on repossessed assets
( 8
)
86
Return on investment in limited partnerships
—
644
Excess tax benefit from share-based compensation
379
90
Net payments on operating lease liabilities
( 398
)
( 385
)
Net (decrease) increase in accrued interest receivable and other assets
( 6,098
)
977
Net decrease in accrued interest payable and other liabilities
( 2,318
)
( 8,263
)
Net cash provided by operating activities
11,301
8,683
Investing activities
Proceeds from maturities, redemptions, and paydowns of available-for-sale securities
11,433
11,814
Proceeds from maturities, redemptions, and paydowns of held-to-maturity securities
148
369
Proceeds from sale of available-for-sale securities
—
7,533
Purchases of available-for-sale securities
( 24,789
)
( 39,332
)
Proceeds from sale of repossessed assets
23
—
Net increase in loans and leases
( 74,683
)
( 61,454
)
Investments in limited partnerships
( 1,212
)
( 600
)
Returns of investments in limited partnerships
14
—
Investment in tax credit investments
( 9,783
)
( 195
)
Distributions from tax credit investments
—
57
Proceeds from sale of tax credit investments
319
731
Investment in Federal Home Loan Bank stock
( 9,782
)
( 1,284
)
Proceeds from the sale of Federal Home Loan Bank stock
10,964
—
Purchases of leasehold improvements and equipment, net
( 80
)
( 397
)
Proceeds from sale of leasehold improvements and equipment
—
30
Net cash used in investing activities
( 97,428
)
( 82,728
)
Financing activities
Net increase (decrease) in deposits
135,903
( 41,373
)
Repayment of Federal Home Loan Bank advances
( 578,724
)
( 95,450
)
Proceeds from Federal Home Loan Bank advances
545,238
146,200
Repayment of subordinated notes and debentures
—
—
Proceeds from issuance of subordinated notes and debentures
—
—
Net increase in long-term borrowed funds
27
52
Cash dividends paid
( 2,442
)
( 2,087
)
Preferred stock dividends paid
( 219
)
( 219
)
Proceeds from issuance of common stock under ESPP
36
31
Purchase of treasury stock
( 777
)
( 579
)
Net cash provided by financing activities
99,042
6,575
Net increase (decrease) in cash and cash equivalents
12,915
( 67,470
)
Cash and cash equivalents at the beginning of the period
157,702
139,510
Cash and cash equivalents at the end of the period
$
170,617
$
72,040
Supplementary cash flow information
Cash paid during the period for:
Interest paid on deposits and borrowings
$
26,432
$
26,323
Net income taxes (received) paid
( 20
)
7
Non-cash investing and financing activities:
Transfer of repossessed assets to loans
—
157
See accompany Notes to Unaudited Consolidated Financial Statements
5
Table of Contents
Notes to Unaudited Consolidated Financial Statements
Note 1 — Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
The accounting and reporting practices of First Business Financial Services, Inc. (“FBFS” or the “Corporation”), through our wholly-owned subsidiary, First Business Bank (“FBB” or the “Bank”), have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). FBB operates as a commercial banking institution primarily in Wisconsin and the greater Kansas City metropolitan area. The Bank provides a full range of financial services to businesses, business owners, executives, professionals, and high net worth individuals. FBB also offers bank consulting services to community financial institutions. The Bank is subject to competition from other financial institutions and service providers and is also subject to state and federal regulations. As of March 31, 2025, FBB had the following wholly-owned subsidiaries: First Business Specialty Finance, LLC (“FBSF”), First Madison Investment Corp. (“FMIC”), ABKC Real Estate, LLC (“ABKC”), FBB Real Estate 2, LLC (“FBB RE 2”), Mitchell Street Apartments Investment, LLC (“Mitchell Street”), and FBB Tax Credit Investment, LLC (“FBB Tax Credit”).
Basis of Presentation
The accompanying unaudited Consolidated Financial Statements were prepared in accordance with GAAP and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Corporation’s Consolidated Financial Statements and footnotes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024. The unaudited Consolidated Financial Statements include the accounts of the Corporation and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Management of the Corporation is required to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Material estimates that could significantly change in the near-term include the value of securities and interest rate swaps, level of the allowance for credit losses, lease residuals, property under operating leases, goodwill, and income taxes . The results of operations for the three months ended March 31, 2025, are not necessarily indicative of results that may be expected for any other interim period or the entire fiscal year ending December 31, 2025 . Certain amounts in prior periods may have been reclassified to conform to the current presentation. Subsequent events have been evaluated through the date of the issuance of the unaudited Consolidated Financial Statements. No significant subsequent events have occurred through this date requiring adjustment to the financial statements or disclosures.
The Corporation has not changed its significant accounting and reporting policies from those disclosed in the Corporation’s Form 10-K for the year ended December 31, 2024.
6
Table of Contents
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This update enhances the transparency and decision usefulness of income tax disclosures by providing better information regarding exposure to potential changes in jurisdictional tax legislation and related forecasting and cash flow opportunities. This update is effective for fiscal years beginning after December 15, 2024. The adoption of this standard is not expected to have a material effect on the Corporation's operating results or financial condition.
Note 2 — Earnings per Common Share
Earnings per common share are computed using the two-class method. Basic earnings per common share are computed by dividing net income allocated to common shares by the weighted-average number of shares outstanding during the applicable period, excluding outstanding participating securities. Participating securities include unvested restricted shares. Unvested restricted shares are considered participating securities because holders of these securities receive non-forfeitable dividends, or dividend equivalents, at the same rate as holders of the Corporation’s common stock. Diluted earnings per share are computed by dividing net income allocated to common shares adjusted for reallocation of undistributed earnings of unvested restricted shares by the weighted average number of shares determined for the basic earnings per common share computation plus the dilutive effect of common stock equivalents using the treasury stock method.
For the Three Months Ended March 31,
2025
2024
(Dollars in Thousands, Except
Share Data)
Basic earnings per common share
Net income
$
11,171
$
8,848
Less: preferred stock dividends
219
219
Less: earnings allocated to participating securities
237
214
Basic earnings allocated to common shareholders
$
10,715
$
8,415
Weighted-average common shares outstanding, excluding participating securities
8,130,743
8,125,319
Basic earnings per common share
$
1.32
$
1.04
Diluted earnings per common share
Earnings allocated to common shareholders, diluted
$
10,715
$
8,415
Weighted-average diluted common shares outstanding, excluding participating securities
8,130,743
8,125,319
Diluted earnings per common share
$
1.32
$
1.04
Note 3 — Share-Based Compensation
The Corporation initially adopted the 2019 Equity Incentive Plan (the “Plan”) during the quarter ended June 30, 2019. The Plan is administered by the Compensation Committee of the Board of Directors (the “Board”) of the Corporation and provides for the grant of equity ownership opportunities through incentive stock options and nonqualified stock options, restricted stock, restricted stock units, dividend equivalent units, and any other type of award permitted by the Plan. As of March 31, 2025, 197,769 shares were available for future grants under the Plan, as amended. Shares covered by awards that expire, terminate, or lapse will again be available for the grant of awards under the Plan.
Restricted Stock
Under the Plan, the Corporation may grant restricted stock awards (“RSA”), restricted stock units (“RSU”), and other stock-based awards to plan participants, subject to forfeiture upon the occurrence of certain events until the dates specified in the participant’s award agreement. While restricted stock is subject to forfeiture, RSA participants may exercise full voting rights and will receive all dividends and other distributions paid with respect to the restricted shares. RSUs do not have voting rights. RSUs granted prior to 2023 are provided dividend equivalents concurrent with dividends paid to shareholders while RSUs granted in 2023 and after will accrue dividend equivalents payable upon vesting. The restricted stock granted under the Plan is typically subject to a vesting period. Compensation expense for restricted stock is recognized over the requisite service period of generally three or four years for the entire award on a straight-line basis. Upon vesting of restricted stock, the benefit of tax deductions in excess of recognized compensation expense is reflected as an income tax benefit in the unaudited Consolidated Statements of Income.
7
Table of Contents
The Corporation may also issue performance-based restricted stock units (“PRSU”). Vesting of the PRSU will be measured on the relative Total Shareholder Return (“TSR”) and relative Return on Average Common Equity (“ROACE”), as defined in the respective agreements, and will cliff-vest after a three-year measurement period based on the Corporation’s TSR performance and ROACE performance compared to a broad peer group of over 100 banks. At the end of the performance period, the number of actual shares to be awarded varies between 0 % and 200 % of target amounts. The restricted stock awards and units issued to executive officers will vest ratably over a three-year period. Compensation expense is recognized for PRSU over the requisite service and performance period of generally three years for the entire expected award on a straight-line basis. The compensation expense for the awards expected to vest for the percentage of performance-based restricted stock units subject to the ROACE metric will be adjusted if there is a change in the expectation of ROAE or ROACE. The compensation expense for the awards expected to vest for the percentage of PRSU subject to the TSR metric are never adjusted and are amortized utilizing the accounting fair value provided using a Monte Carlo pricing model.
Restricted stock activity for the year ended December 31, 2024 and the three months ended March 31, 2025 was as follows:
RSA
Weighted Average
Grant Price
PRSU
Weighted Average
Grant Price
RSU
Weighted Average
Grant Price
Total
Weighted Average
Grant Price
Nonvested balance as of December 31, 2023
71,951
$ 28.53
56,155
$ 35.70
56,987
$ 33.97
185,093
$ 32.38
Granted (1)
—
—
27,614
34.76
65,717
30.43
93,331
31.71
Vested
( 35,131 )
26.86
( 34,139 )
25.43
( 33,716 )
21.25
( 102,986 )
24.57
Forfeited
( 7,924 )
29.75
—
—
( 8,827 )
36.25
( 16,751 )
33.18
Nonvested balance as of December 31, 2024
28,896
30.09
49,630
42.24
80,161
36.04
158,687
36.77
Granted (1)
—
—
11,950
63.61
36,375
52.11
48,325
54.96
Vested
( 18,993 )
28.43
—
—
( 22,114 )
36.04
( 41,107 )
32.52
Forfeited
—
—
—
—
—
—
—
—
Nonvested balance as of March 31, 2025
9,903
$ 33.57
61,580
$ 45.96
94,422
$ 42.38
165,905
$ 43.02
Unrecognized compensation cost (in thousands)
$ 256
$ 1,583
$ 3,511
$ 5,350
Weighted average remaining recognition period (in years)
0.85
2.17
2.49
2.42
(1) The number of restricted shares/units shown includes the shares that would be granted if the target level of performance is achieved related to the PRSU. The number of shares actually issued may vary.
Employee Stock Purchase Plan
The Corporation is authorized to issue up to 250,000 shares of common stock under the employee stock purchase plan ("ESPP"). The plan qualifies as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986. Under the ESPP, eligible employees may enroll in a three month offer period that begins January, April, July, and October of each year. Employees may elect to purchase a limited number of shares of the Corporation's common stock at 90 % of the fair market value on the last day of the offering period. The ESPP is treated as a compensatory item for purposes of share-based compensation expense.
During the three months ended March 31, 2025 and 2024, the Corporation issued 841 and 913 , respectively, shares of common stock under the ESPP. As of March 31, 2025, and 2024, 225,965 and 229,725 , respectively, shares remained available for issuance under the ESPP.
Share-based compensation expense related to restricted stock and ESPP included in the unaudited Consolidated Statements of Income was as follows:
For the Three Months Ended March 31,
2025
2024
(In Thousands)
Share-based compensation expense
$
651
$
665
8
Table of Contents
Note 4 — Securities
The amortized cost and fair value of securities available-for-sale and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows:
As of March 31, 2025
Amortized Cost
Gross
Unrealized Gains
Gross
Unrealized Losses
Fair Value
(In Thousands)
Available-for-sale:
U.S. treasuries
$
4,991
$
—
$
( 214
)
4,777
U.S. government agency securities - government-sponsored
enterprises
3,500
—
( 279
)
3,221
Municipal securities
39,893
—
( 5,173
)
34,720
Residential mortgage-backed securities - government issued
141,494
1,092
( 2,115
)
140,471
Residential mortgage-backed securities - government-sponsored
enterprises
143,652
520
( 9,324
)
134,848
Commercial mortgage-backed securities - government issued
2,582
—
( 384
)
2,198
Commercial mortgage-backed securities - government-sponsored
enterprises
42,848
43
( 3,732
)
39,159
$
378,960
$
1,655
$
( 21,221
)
$
359,394
As of December 31, 2024
Amortized Cost
Gross
Unrealized Gains
Gross
Unrealized Losses
Fair Value
(In Thousands)
Available-for-sale:
U.S. treasuries
$
4,989
$
—
$
( 271
)
$
4,718
U.S. government agency securities - government-sponsored
enterprises
3,500
—
( 347
)
3,153
Municipal securities
39,997
—
( 5,136
)
34,861
Residential mortgage-backed securities - government issued
125,571
470
( 2,818
)
123,223
Residential mortgage-backed securities - government-sponsored
enterprises
145,888
234
( 11,357
)
134,765
Commercial mortgage-backed securities - government issued
2,665
—
( 441
)
2,224
Commercial mortgage-backed securities - government-sponsored
enterprises
43,033
24
( 4,609
)
38,448
$
365,643
$
728
$
( 24,979
)
$
341,392
The amortized cost and fair value of securities held-to-maturity and the corresponding amounts of gross unrecognized gains and losses were as follows:
As of March 31, 2025
Amortized Cost
Gross
Unrecognized Gains
Gross
Unrecognized Losses
Fair Value
(In Thousands)
Held-to-maturity:
Municipal securities
$
3,134
$
—
$
( 26
)
$
3,108
Residential mortgage-backed securities - government issued
757
—
( 40
)
717
Residential mortgage-backed securities - government-sponsored
enterprises
697
—
( 33
)
664
Commercial mortgage-backed securities - government-sponsored
enterprises
2,002
—
( 52
)
1,950
$
6,590
$
—
$
( 151
)
$
6,439
9
Table of Contents
As of December 31, 2024
Amortized Cost
Gross
Unrecognized Gains
Gross
Unrecognized Losses
Fair Value
(In Thousands)
Held-to-maturity:
Municipal securities
$
3,137
$
—
$
( 38
)
$
3,099
Residential mortgage-backed securities - government issued
836
—
( 48
)
788
Residential mortgage-backed securities - government-sponsored
enterprises
766
—
( 42
)
724
Commercial mortgage-backed securities - government-sponsored
enterprises
2,002
—
( 78
)
1,924
$
6,741
$
—
$
( 206
)
$
6,535
U.S. Treasuries contain treasury bonds issued by the United States Treasury. U.S. government agency securities - government-sponsored enterprises represent securities issued by Federal National Mortgage Association (“FNMA”) and the Small Business Administration ("SBA"). Municipal securities include securities issued by various municipalities located primarily within Wisconsin and are primarily general obligation bonds that are tax-exempt in nature. Residential and commercial mortgage-backed securities - government issued represent securities guaranteed by the Government National Mortgage Association. Residential and commercial mortgage-backed securities - government-sponsored enterprises include securities guaranteed by the Federal Home Loan Mortgage Corporation, FNMA, and the FHLB. The Corporation sold no available-for-sale securities during the three months ended March 31, 2025 and five available-for-sale securities during the three months ended March 31, 2024.
At March 31, 2025 and December 31, 2024, securities with a fair value of $ 41.5 million and $ 36.9 million , respectively, were pledged to secure various obligations, including interest rate swap contracts and municipal deposits.
The amortized cost and fair value of securities by contractual maturity at March 31, 2025 are shown below. Actual maturities may differ from contractual maturities because issuers have the right to call or prepay certain obligations with or without call or prepayment penalties.
Available-for-Sale
Held-to-Maturity
Amortized Cost
Fair Value
Amortized Cost
Fair Value
(In Thousands)
Due in one year or less
$
1,500
$
1,485
$
1,270
$
1,265
Due in one year through five years
18,111
17,080
1,864
1,843
Due in five through ten years
8,410
7,578
—
—
Due in over ten years
20,363
16,575
—
—
48,384
42,718
3,134
3,108
Residential mortgage-backed securities
285,146
275,319
1,454
1,381
Commercial mortgage-backed securities
45,430
41,357
2,002
1,950
$
378,960
$
359,394
$
6,590
$
6,439
The tables below show the Corporation’s gross unrealized losses and fair value of available-for-sale investments aggregated by investment category and length of time that individual investments were in a continuous loss position at March 31, 2025 and December 31, 2024. At March 31, 2025, the Corporation held 173 available-for-sale securities that were in an unrealized loss position, 155 of which have been in a continuous unrealized loss position for twelve months or greater.
The Corporation has not specifically identified available-for-sale securities in a loss position that it intends to sell in the near term and does not believe that it will be required to sell any such securities. The Corporation reviews its securities on a quarterly basis to assess declines in fair value for credit losses. Consideration is given to such factors as the credit rating of the borrower, market conditions such as current interest rates, any adverse conditions specific to the security, and delinquency status on contractual payments. For the three months ended March 31, 2025 and 2024 , management concluded that in all instances securities with fair value less than carrying value was due to market factors; thus, no credit loss provision was required.
10
Table of Contents
A summary of unrealized loss information for securities available-for-sale, categorized by security type and length of time for which the security has been in a continuous unrealized loss position, follows:
As of March 31, 2025
Less than 12 Months
12 Months or Longer
Total
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
(In Thousands)
Available-for-sale:
U.S. treasuries
$
—
$
—
$
4,777
$
214
$
4,777
$
214
U.S. government agency securities - government-
sponsored enterprises
—
—
3,221
279
3,221
279
Municipal securities
—
—
34,721
5,173
34,721
5,173
Residential mortgage-backed securities -
government issued
15,995
51
18,779
2,064
34,774
2,115
Residential mortgage-backed securities -
government-sponsored enterprises
32,196
413
70,126
8,911
102,322
9,324
Commercial mortgage-backed securities -
government issued
—
—
2,198
384
2,198
384
Commercial mortgage-backed securities -
government-sponsored enterprises
10,952
186
27,206
3,546
38,158
3,732
$
59,143
$
650
$
161,028
$
20,571
$
220,171
$
21,221
As of December 31, 2024
Less than 12 Months
12 Months or Longer
Total
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
(In Thousands)
Available-for-sale:
U.S. treasuries
$
—
$
—
$
4,718
$
271
$
4,718
$
271
U.S. government agency securities - government-
sponsored enterprises
—
—
3,153
347
3,153
347
Municipal securities
—
—
34,861
5,136
34,861
5,136
Residential mortgage-backed securities -
government issued
40,320
374
18,999
2,444
59,319
2,818
Residential mortgage-backed securities -
government-sponsored enterprises
43,907
995
71,103
10,362
115,010
11,357
Commercial mortgage-backed securities -
government issued
—
—
2,224
441
2,224
441
Commercial mortgage-backed securities -
government-sponsored enterprises
10,717
425
26,751
4,184
37,468
4,609
$
94,944
$
1,794
$
161,809
$
23,185
$
256,753
$
24,979
The tables below show the Corporation’s gross unrealized losses and fair value of held-to-maturity investments, aggregated by investment category and length of time that individual investments were in a continuous loss position at March 31, 2025 and December 31, 2024. At March 31, 2025, the Corporation held 23 held-to-maturity securities that were in an unrealized loss position, 21 of which have been in a continuous loss position for twelve months or greater. Management assesses held-to-maturity securities for credit losses on a quarterly basis. The assessment includes review of credit ratings, identification of delinquency and evaluation of market factors. Based on this analysis, management concludes the decline in fair value is due to market factors, specifically changes in interest rates. Accordingly, no credit loss provision was recorded in the unaudited Consolidated Statements of Income for the three months ended March 31, 2025 and 2024.
11
Table of Contents
A summary of unrecognized loss information for securities held-to-maturity, categorized by security type and length of time for which the security has been in a continuous unrealized loss position, follows:
As of March 31, 2025
Less than 12 Months
12 Months or Longer
Total
Fair Value
Unrecognized
Losses
Fair Value
Unrecognized
Losses
Fair Value
Unrecognized
Losses
(In Thousands)
Held-to-maturity:
Municipal securities
$ 960
$ 5
$ 2,148
$ 21
$ 3,108
$ 26
Residential mortgage-backed securities -
government issued
—
—
717
40
717
40
Residential mortgage-backed securities -
government-sponsored enterprises
—
—
664
33
664
33
Commercial mortgage-backed securities -
government-sponsored enterprises
—
—
1,950
52
1,950
52
$ 960
$ 5
$ 5,479
$ 146
$ 6,439
$ 151
As of December 31, 2024
Less than 12 Months
12 Months or Longer
Total
Fair Value
Unrecognized
Losses
Fair Value
Unrecognized
Losses
Fair Value
Unrecognized
Losses
(In Thousands)
Held-to-maturity:
Municipal securities
$ 454
$ 5
$ 2,139
$ 33
$ 2,593
$ 38
Residential mortgage-backed securities -
government issued
—
—
788
48
788
48
Residential mortgage-backed securities -
government-sponsored enterprises
—
—
724
42
724
42
Commercial mortgage-backed securities -
government-sponsored enterprises
—
—
1,924
78
1,924
78
$ 454
$ 5
$ 5,575
$ 201
$ 6,029
$ 206
Note 5 — Loans, Lease Receivables, and Allowance for Credit Losses
Loan and lease receivables consist of the following:
March 31,
2025
December 31,
2024
(In Thousands)
Commercial real estate:
Commercial real estate — owner occupied
$
258,050
$
273,397
Commercial real estate — non-owner occupied
838,634
845,298
Construction
215,613
221,086
Multi-family
549,220
530,853
1-4 family
48,450
46,496
Total commercial real estate
1,909,967
1,917,130
Commercial and industrial
1,229,098
1,151,720
Consumer and other
46,190
45,000
Total gross loans and leases receivable
3,185,255
3,113,850
Less:
Allowance for credit losses
35,236
35,785
Deferred loan fees and costs, net
855
722
Loans and leases receivable, net
$
3,149,164
$
3,077,343
12
Table of Contents
Loans transferred to third parties consist of the guaranteed portions of SBA loans which the Corporation sold in the secondary market and participation interests in other, non-SBA originated loans. The total principal amount of the guaranteed portions of SBA loans sold during the three months ended March 31, 2025 and 2024, was $ 8.6 million and $ 2.1 million , respectively. Each of the transfers of these financial assets met the qualifications for sale accounting, and therefore all of the loans transferred during the three months ended March 31, 2025 and 2024, have been derecognized in the unaudited Consolidated Financial Statements. The guaranteed portions of SBA loans were transferred at their fair value and the related gain was recognized upon the transfer as non-interest income in the unaudited Consolidated Financial Statements. The total outstanding balance of sold SBA loans serviced by the Corporation at March 31, 2025, and December 31, 2024, was $ 86.5 million and $ 79.4 million , respectively.
The total principal amount of transferred participation interests in other, non-SBA originated loans during the three months ended March 31, 2025 and 2024, was $ 45.8 million and $ 34.8 million , respectively, all of which were treated as sales and derecognized under the applicable accounting guidance at the time of transfer. No gain or loss was recognized on participation interests in other, non-SBA originated loans as they were transferred at or near the date of loan origination and the payments received for servicing the portion of the loans participated represents adequate compensation. The total amount of loan participations purchased on the Corporation's unaudited Consolidated Balance Sheet as of March 31, 2025 and December 31, 2024 was $ 7.0 million and $ 5.3 million , respectively. The total outstanding balance of these transferred loans serviced by the Corporation at March 31, 2025 and December 31, 2024, was $ 386.0 million and $ 373.1 million , respectively. As of March 31, 2025 and December 31, 2024, the total amount of the Corporation’s retained ownership of these transferred loans was $ 443.2 million and $ 423.7 million , respectively. As of March 31, 2025 and December 31, 2024 , the non-SBA originated participation portfolio contained no non-accrual loans. The Corporation does not share in the participant’s portion of any potential charge-offs.
13
Table of Contents
The following table illustrates ending balances of the Corporation’s loan and lease portfolio, including non-accrual loans by class of receivable, and considering certain credit quality indicators:
March 31, 2025
Term Loans Amortized Cost Basis by Origination Year
(In Thousands)
2025
2024
2023
2022
2021
Prior
Revolving
Loans
Amortized
Cost Basis
Total
Commercial real estate —
owner occupied
Category
I
$
8,824
$
23,019
$
40,435
$
33,575
$
33,300
$
114,550
$
300
$
254,003
II
—
1,479
—
—
—
—
—
1,479
III
—
750
—
—
—
1,251
—
2,001
IV
—
—
—
—
—
567
—
567
Total
$
8,824
$
25,248
$
40,435
$
33,575
$
33,300
$
116,368
$
300
$
258,050
Commercial real estate —
non-owner occupied
Category
I
$
—
$
78,010
$
89,081
$
97,362
$
69,335
$
420,744
$
39,931
$
794,463
II
—
—
—
—
—
29,261
—
29,261
III
—
—
629
—
—
14,281
—
14,910
IV
—
—
—
—
—
—
—
—
Total
$
—
$
78,010
$
89,710
$
97,362
$
69,335
$
464,286
$
39,931
$
838,634
Construction
Category
I
$
1,496
$
26,153
$
123,102
$
9,185
$
683
$
5,695
$
34,718
$
201,032
II
—
—
—
—
—
—
—
—
III
—
—
—
454
8,155
5,972
—
14,581
IV
—
—
—
—
—
—
—
—
Total
$
1,496
$
26,153
$
123,102
$
9,639
$
8,838
$
11,667
$
34,718
$
215,613
Multi-family
Category
I
$
1,555
$
49,905
$
95,933
$
90,381
$
59,358
$
229,536
$
2,289
$
528,957
II
—
—
—
7,383
2,579
1,839
—
11,801
III
—
—
—
—
8,462
—
—
8,462
IV
—
—
—
—
—
—
—
—
Total
$
1,555
$
49,905
$
95,933
$
97,764
$
70,399
$
231,375
$
2,289
$
549,220
1-4 family
Category
I
$
125
$
15,302
$
4,187
$
6,694
$
2,316
$
4,273
$
15,553
$
48,450
II
—
—
—
—
—
—
—
—
III
—
—
—
—
—
—
—
—
IV
—
—
—
—
—
—
—
—
Total
$
125
$
15,302
$
4,187
$
6,694
$
2,316
$
4,273
$
15,553
$
48,450
Commercial and industrial
Category
I
$
73,877
$
242,252
$
194,867
$
83,208
$
44,570
$
44,832
$
432,587
$
1,116,193
II
—
2,588
5,557
848
1,438
1,756
44,463
56,650
III
687
4,222
5,124
5,840
1,235
4,652
11,006
32,766
IV
—
1,049
3,846
4,730
461
2,666
10,737
23,489
Total
$
74,564
$
250,111
$
209,394
$
94,626
$
47,704
$
53,906
$
498,793
$
1,229,098
Consumer and other
Category
I
$
6,700
$
6,662
$
4,902
$
5,987
$
2,660
$
13,656
$
5,623
$
46,190
II
—
—
—
—
—
—
—
—
III
—
—
—
—
—
—
—
—
IV
—
—
—
—
—
—
—
—
Total
$
6,700
$
6,662
$
4,902
$
5,987
$
2,660
$
13,656
$
5,623
$
46,190
Total Loans
Category
I
$
92,577
$
441,303
$
552,507
$
326,392
$
212,222
$
833,286
$
531,001
$
2,989,288
II
—
4,067
5,557
8,231
4,017
32,856
44,463
99,191
III
687
4,972
5,753
6,294
17,852
26,156
11,006
72,720
IV
—
1,049
3,846
4,730
461
3,233
10,737
24,056
Total
$
93,264
$
451,391
$
567,663
$
345,647
$
234,552
$
895,531
$
597,207
$
3,185,255
14
Table of Contents
December 31, 2024
Term Loans Amortized Cost Basis by Origination Year
(In Thousands)
2024
2023
2022
2021
2020
Prior
Revolving
Loans
Amortized
Cost Basis
Total
Commercial real estate —
owner occupied
Category
I
$
26,508
$
45,066
$
42,849
$
34,486
$
37,078
$
85,405
$
447
$
271,839
II
—
—
—
—
—
—
—
—
III
750
—
—
—
—
217
—
967
IV
—
—
—
—
—
591
—
591
Total
$
27,258
$
45,066
$
42,849
$
34,486
$
37,078
$
86,213
$
447
$
273,397
Commercial real estate —
non-owner occupied
Category
I
$
80,371
$
85,651
$
89,181
$
69,129
$
85,238
$
340,802
$
37,129
$
787,501
II
—
—
—
—
2,150
31,720
—
33,870
III
—
638
—
—
—
23,289
—
23,927
IV
—
—
—
—
—
—
—
—
Total
$
80,371
$
86,289
$
89,181
$
69,129
$
87,388
$
395,811
$
37,129
$
845,298
Construction
Category
I
$
36,135
$
110,437
$
24,302
$
1,183
$
719
$
5,520
$
28,205
$
206,501
II
—
—
—
—
—
—
—
—
III
—
—
454
8,155
5,713
263
—
14,585
IV
—
—
—
—
—
—
—
—
Total
$
36,135
$
110,437
$
24,756
$
9,338
$
6,432
$
5,783
$
28,205
$
221,086
Multi-family
Category
I
$
40,079
$
102,886
$
74,753
$
66,775
$
97,303
$
134,331
$
2,288
$
518,415
II
—
—
7,407
2,584
—
1,043
—
11,034
III
—
—
—
1,404
—
—
—
1,404
IV
—
—
—
—
—
—
—
—
Total
$
40,079
$
102,886
$
82,160
$
70,763
$
97,303
$
135,374
$
2,288
$
530,853
1-4 family
Category
I
$
15,220
$
4,200
$
7,005
$
2,336
$
2,282
$
2,178
$
13,275
$
46,496
II
—
—
—
—
—
—
—
—
III
—
—
—
—
—
—
—
—
IV
—
—
—
—
—
—
—
—
Total
$
15,220
$
4,200
$
7,005
$
2,336
$
2,282
$
2,178
$
13,275
$
46,496
Commercial and industrial
Category
I
$
259,976
$
216,621
$
93,119
$
52,066
$
23,960
$
27,370
$
405,499
$
1,078,611
II
316
2,700
2,657
—
470
8
7,676
13,827
III
4,205
5,418
3,909
1,379
2,446
3,957
10,192
31,506
IV
536
4,060
6,245
1,038
274
2,519
13,104
27,776
Total
$
265,033
$
228,799
$
105,930
$
54,483
$
27,150
$
33,854
$
436,471
$
1,151,720
Consumer and other
Category
I
$
6,955
$
5,244
$
7,416
$
2,764
$
10,994
$
3,885
$
7,742
$
45,000
II
—
—
—
—
—
—
—
—
III
—
—
—
—
—
—
—
—
IV
—
—
—
—
—
—
—
—
Total
$
6,955
$
5,244
$
7,416
$
2,764
$
10,994
$
3,885
$
7,742
$
45,000
Total Loans
Category
I
$
465,244
$
570,105
$
338,625
$
228,739
$
257,574
$
599,491
$
494,585
$
2,954,363
II
316
2,700
10,064
2,584
2,620
32,771
7,676
58,731
III
4,955
6,056
4,363
10,938
8,159
27,726
10,192
72,389
IV
536
4,060
6,245
1,038
274
3,110
13,104
28,367
Total
$
471,051
$
582,921
$
359,297
$
243,299
$
268,627
$
663,098
$
525,557
$
3,113,850
15
Table of Contents
Each credit is evaluated for proper risk rating upon origination, at the time of each subsequent renewal, upon receipt and evaluation of updated financial information from the Corporation’s borrowers, or as other circumstances dictate. The Corporation primarily uses a nine grade risk rating system to monitor the ongoing credit quality of its loans and leases. The risk rating grades follow a consistent definition and are then applied to specific loan types based on the nature of the loan. Each risk rating is determined based on various quantitative and qualitative factors and is subject to various levels of review and concurrence on the stated risk rating. In addition to its nine grade risk rating system, the Corporation groups loans into four loan and related risk categories which determine the level and nature of review by management.
Category I — Loans and leases in this category are performing in accordance with the terms of the contract and generally exhibit no immediate concerns regarding the security and viability of the underlying collateral, financial stability of the borrower, integrity or strength of the borrowers’ management team, or the industry in which the borrower operates. The Corporation monitors Category I loans and leases through payment performance, continued maintenance of its personal relationships with such borrowers, and continued review of such borrowers’ compliance with the terms of their respective agreements.
Category II — Loans and leases in this category are beginning to show signs of deterioration in one or more of the Corporation’s core underwriting criteria such as financial stability, management strength, industry trends, or collateral values. Management will place credits in this category to allow for proactive monitoring and resolution with the borrower to possibly mitigate the area of concern and prevent further deterioration or risk of loss to the Corporation. Category II loans are considered performing but are monitored frequently by the assigned business development officer and by asset quality review committees.
Category III — Loans and leases in this category are identified by management as warranting special attention. However, the balance in this category is not intended to represent the amount of adversely classified assets held by the Bank. Category III loans and leases generally exhibit undesirable characteristics, such as evidence of adverse financial trends and conditions, managerial problems, deteriorating economic conditions within the related industry, or evidence of adverse public filings and may exhibit collateral shortfall positions. Management continues to believe that it will collect all contractual principal and interest in accordance with the original terms of the contracts relating to the loans and leases in this category, and therefore Category III loans are considered performing with no specific reserves established for this category. Category III loans are monitored by management and asset quality review committees on a monthly basis.
Category IV — Loans and leases in this category are non-accrual loans. Management has determined that it is unlikely that the Bank will receive the contractual principal and interest in accordance with the original terms of the agreement. Non-accrual loans are individually evaluated to assess the need for the establishment of specific reserves or charge-offs. When analyzing the adequacy of collateral, the Corporation obtains external appraisals at least annually. External appraisals are obtained from the Corporation’s approved appraiser listing and are independently reviewed to monitor the quality of such appraisals. To the extent a collateral shortfall position is present, a specific reserve or charge-off will be recorded. Loans and leases in this category are monitored by management and asset quality review committees on a monthly basis.
The delinquency aging of the loan and lease portfolio by class of receivable was as follows:
March 31, 2025
30-59
Days Past
Due
60-89
Days Past
Due
Greater
Than 90
Days Past
Due
Total Past
Due
Current
Total
Loans and
Leases
(Dollars in Thousands)
Total loans and leases
Commercial real estate:
Owner occupied
$
—
$
—
$
—
$
—
$
258,050
$
258,050
Non-owner occupied
—
—
—
—
838,634
838,634
Construction
—
—
—
—
215,613
215,613
Multi-family
—
—
—
—
549,220
549,220
1-4 family
—
—
—
—
48,450
48,450
Commercial and industrial
1,552
825
17,186
19,563
1,209,535
1,229,098
Consumer and other
—
—
—
—
46,190
46,190
Total
$
1,552
$
825
$
17,186
$
19,563
$
3,165,692
$
3,185,255
Percent of portfolio
0.05
%
0.03
%
0.53
%
0.61
%
99.39
%
100.00
%
16
Table of Contents
December 31, 2024
30-59
Days Past
Due
60-89
Days Past
Due
Greater
Than 90
Days Past
Due
Total Past
Due
Current
Total
Loans and
Leases
(Dollars in Thousands)
Total loans and leases
Commercial real estate:
Owner occupied
$
1,102
$
—
$
—
$
1,102
$
272,295
$
273,397
Non-owner occupied
—
—
—
—
845,298
845,298
Construction
14,321
263
—
14,584
206,502
221,086
Multi-family
—
—
—
—
530,853
530,853
1-4 family
—
—
—
—
46,496
46,496
Commercial and industrial
5,405
1,072
18,984
25,461
1,126,259
1,151,720
Consumer and other
—
10
—
10
44,990
45,000
Total
$
20,828
$
1,345
$
18,984
$
41,157
$
3,072,693
$
3,113,850
Percent of portfolio
0.67
%
0.04
%
0.61
%
1.32
%
98.68
%
100.00
%
The following tables provide additional detail on loans on non-accrual status and loans past due over 89 days still accruing as of:
March 31, 2025
Non-accrual
With No
Allowance for
Credit Loss
Non-accrual
With Allowance
for Credit Loss
Loans Past Due
Over 89 Days
Still Accruing
(In Thousands)
Commercial real estate:
Commercial real estate — owner occupied
$
567
$
—
$
—
Commercial real estate — non-owner occupied
—
—
—
Construction
—
—
—
Multi-family
—
—
—
1-4 family
—
—
—
Total commercial real estate
567
—
—
Commercial and industrial
10,003
13,486
—
Consumer and other
—
—
—
Total non-accrual loans and leases
$
10,570
$
13,486
$
—
December 31, 2024
Non-accrual
With No
Allowance for
Credit Loss
Non-accrual
With Allowance
for Credit Loss
Loans Past Due
Over 89 Days
Still Accruing
(In Thousands)
Commercial real estate:
Commercial real estate — owner occupied
$
—
$
591
$
—
Commercial real estate — non-owner occupied
—
—
—
Construction
—
—
—
Multi-family
—
—
—
1-4 family
—
—
—
Total commercial real estate
—
591
—
Commercial and industrial
13,125
14,651
—
Consumer and other
—
—
—
Total non-accrual loans and leases
$
13,125
$
15,242
$
—
March 31,
2025
December 31,
2024
Total non-accrual loans and leases to gross loans and leases
0.76
%
0.91
%
Allowance for credit losses to gross loans and leases
1.15
%
1.20
Allowance for credit losses to non-accrual loans and leases
151.79
131.38
17
Table of Contents
The following table presents the amortized cost basis of the non-accrual, collateral-dependent commercial and industrial loans as of:
March 31,
2025
December 31,
2024
(In Thousands)
Inventory
$
—
$
—
Equipment
14,525
18,185
Real Estate
880
926
Accounts Receivable
6,113
6,570
Other
484
821
Total
$
22,002
$
26,502
Occasionally, the Corporation modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, an other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses.
The following table presents the amortized cost basis of loans at March 31, 2025 that were both experiencing financial difficulty and modified during the three months ended March 31, 2025 and 2024, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized costs basis of each class of financing receivable is also presented below.
For the Three Months Ended March 31, 2025
Principal Forgiveness
Payment Delay
Term Extension
Interest Rate Reduction
Total
Total Class of Financing Receivable
(In Thousands)
Commercial real estate
$
—
$
—
$
—
$
—
$
—
0.00
%
Commercial and industrial
—
—
151
—
151
0.01
Total
$
—
$
—
$
151
$
—
$
151
0.00
%
For the Three Months Ended March 31, 2024
Principal Forgiveness
Payment Delay
Term Extension
Interest Rate Reduction
Total
Total Class of Financing Receivable
(In Thousands)
Commercial real estate
$
—
$
5,901
$
—
$
—
$
5,901
0.00
%
Commercial and industrial
—
1,107
—
—
1,107
0.10
Total
$
—
$
7,008
$
—
$
—
$
7,008
0.25
%
The Corporation closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified in the last 12 months:
For the Three Months Ended March 31, 2025
30-59
Days Past
Due
60-89
Days Past
Due
Greater
Than 90
Days Past
Due
Total Past
Due
(Dollars in Thousands)
Commercial real estate
$
—
$
—
$
—
$
—
Commercial and industrial
—
—
45
45
Total
$
—
$
—
$
45
$
45
18
Table of Contents
For the Three Months Ended March 31, 2024
30-59
Days Past
Due
60-89
Days Past
Due
Greater
Than 90
Days Past
Due
Total Past
Due
(Dollars in Thousands)
Commercial real estate
$
—
$
—
$
—
$
—
Commercial and industrial
—
72
382
454
Total
$
—
$
72
$
382
$
454
The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three months ended March 31, 2025 and 2024:
For the Three Months Ended March 31, 2025
(Dollars in Thousands)
Principal Forgiveness
Weighted Average Interest Rate Reduction
Weighted Average Term Extension (years)
Weighted Average Payment Delay (years)
Commercial real estate
$
—
$
—
0.00
0.00
Commercial and industrial
—
—
2.33
0.00
Total
$
—
$
—
2.33
0.00
For the Three Months Ended March 31, 2024
(Dollars in Thousands)
Principal Forgiveness
Weighted Average Interest Rate Reduction
Weighted Average Term Extension (years)
Weighted Average Payment Delay (years)
Commercial real estate
$
—
$
—
0.00
0.00
Commercial and industrial
—
—
0.00
0.50
Total
$
—
$
—
0.00
0.50
The following table presents the amortized cost basis of loans that had a payment default during the three months ended March 31, 2025 and 2024 and were modified in the 12 months prior to that default to borrowers experience financial difficulty:
For the Three Months Ended March 31, 2025
Principal Forgiveness
Payment Delay
Term Extension
Interest Rate Reduction
(In Thousands)
Commercial real estate
$
—
$
—
$
—
$
—
Commercial and industrial
—
—
—
—
Total
$
—
$
—
$
—
$
—
For the Three Months Ended March 31, 2024
Principal Forgiveness
Payment Delay
Term Extension
Interest Rate Reduction
(In Thousands)
Commercial real estate
$
—
$
—
$
—
$
—
Commercial and industrial
—
283
—
—
Total
$
—
$
283
$
—
$
—
Allowance for Credit Losses
The ACL is an estimate of the expected credit losses on financial assets measured at amortized cost, which is measured using relevant information about past events, including historical credit loss experience on financial assets with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the financial assets. A provision for credit losses is charged to operations based on management’s periodic evaluation of these and other pertinent factors as discussed within Note 1 – Nature of Operations and Summary of Significant Accounting Policies included in the Corporation’s Form 10-K for the year ended December 31, 2024.
19
Table of Contents
Quantitative Considerations
The ACL is primarily calculated utilizing a Discounted Cash Flow (“DCF”) model. Key inputs and assumptions used in this model are discussed below:
• Forecast model - For each portfolio segment, a Loss Driver Analysis (“LDA”) was performed in order to identify appropriate loss drivers and create a regression model for use in forecasting cash flows. The LDA analysis utilized peer FFIEC Call Report data for all DCF pools. The Corporation plans to update the LDA annually.
• Probability of Default ("PD") – PD is the probability that an asset will be in default within a given time frame. The Corporation has defined default as when a charge-off has occurred, a loan goes to non-accrual status, or a loan is greater than 90 days past due. The forecast model is utilized to estimate PDs.
• Loss Given Default ("LGD") – LGD is the percentage of the asset not expected to be collected due to default. The LGD is derived from using a method referred to as Frye Jacobs which uses industry data.
• Prepayments and curtailments – Prepayments and curtailments are calculated based on the Corporation’s own data. This analysis is updated semi-annually.
• Forecast and reversion – The Corporation has established a one-year reasonable and supportable forecast period with a one-year straight line reversion to the long-term historical average.
• Economic forecast – The Corporation utilizes a third party to provide economic forecasts under various scenarios, which are assessed against economic indicators and management’s observations in the market. As of December 31, 2024, the Corporation selected a forecast which estimates unemployment between 4.12% and 4.20% and GDP growth change between 1.85% and 2.65% over the next four quarters. As of March 31, 2025, the Corporation selected a forecast which estimates unemployment between 4.12% and 4.54% and GDP growth change between 1.22% and 2.01% over the next four quarters. Following the forecast period, the model reverts to long-term averages over four quarters. Management believes that the resulting quantitative reserve appropriately balances economic indicators with identified risks.
Qualitative Considerations
In addition to the quantitative model, management considers the need for qualitative adjustment for risks not considered in the DCF. Factors that are considered by management in determining loan collectability and the appropriate level of the ACL are listed below:
• The Corporation’s lending policies and procedures, including changes in lending strategies, underwriting standards and practices for collections, write-offs, and recoveries;
• Actual and expected changes in international, national, regional, and local economic and business conditions and developments in which the Corporation operates that affect the collectability of financial assets;
• The experience, ability, and depth of the Corporation’s lending, investment, collection, and other relevant management and staff;
• The volume of past due financial assets, the volume of non-accrual loans and leases, and the volume and severity of adversely classified or graded assets;
• The existence and effect of industry concentrations of credit;
• The nature and volume of the portfolio segment or class;
• The quality of the Corporation’s credit function; and
• The effect of other external factors such as the regulatory, legal and technological environments, competition, and events such as natural disasters or pandemics.
20
Table of Contents
ACL Activity
A summary of the activity in the allowance for credit losses by portfolio segment is as follows:
As of and for the Three Months Ended March 31, 2025
Owner
Occupied
Non-Owner
Occupied
Construction
Multi-
Family
1-4 Family
Commercial
and
Industrial
Consumer
and Other
Total
(In Thousands)
Beginning balance
$
1,629
$
5,892
$
2,826
$
4,613
$
523
$
21,470
$
315
$
37,268
Charge-offs
—
—
—
—
—
( 3,800
)
( 10
)
( 3,810
)
Recoveries
2
—
—
—
6
390
—
398
Net recoveries (charge-offs)
2
—
—
—
6
( 3,410
)
( 10
)
( 3,412
)
Provision for credit losses
51
125
( 335
)
860
( 35
)
1,886
107
2,659
Ending balance
$
1,682
$
6,017
$
2,491
$
5,473
$
494
$
19,946
$
412
$
36,515
Components:
Allowance for credit losses on loans
$
1,667
$
5,961
$
1,900
$
5,453
$
464
$
19,421
$
370
$
35,236
Allowance for credit losses on
unfunded credit commitments
15
56
591
20
30
525
42
1,279
Total ACL
$
1,682
$
6,017
$
2,491
$
5,473
$
494
$
19,946
$
412
$
36,515
As of and for the Three Months Ended March 31, 2024
Owner
Occupied
Non-Owner
Occupied
Construction
Multi-
Family
1-4 Family
Commercial
and
Industrial
Consumer
and Other
Total
(In Thousands)
Beginning balance
$
1,540
$
5,636
$
2,125
$
3,571
$
266
$
19,408
$
451
$
32,997
Charge-offs
—
—
—
—
—
( 899
)
( 22
)
( 921
)
Recoveries
1
—
—
—
110
116
—
227
Net recoveries (charge-offs)
1
—
—
—
110
( 783
)
( 22
)
( 694
)
Provision for credit losses
35
566
412
28
( 64
)
1,289
60
2,326
Ending balance
$
1,576
$
6,202
$
2,537
$
3,599
$
312
$
19,914
$
489
$
34,629
Components:
Allowance for credit losses on loans
$
1,562
$
6,164
$
1,515
$
3,588
$
282
$
19,250
$
438
$
32,799
Allowance for credit losses on
unfunded credit commitments
14
38
1,022
11
30
664
51
1,830
Total ACL
$
1,576
$
6,202
$
2,537
$
3,599
$
312
$
19,914
$
489
$
34,629
ACL Summary
Loans collectively evaluated for credit losses in the following tables include all performing loans at March 31, 2025 and December 31, 2024. Loans individually evaluated for credit losses include all non-accrual loans.
The following tables provide information regarding the allowance for credit losses and balances by type of allowance methodology.
As of March 31, 2025
Owner
Occupied
Non-Owner
Occupied
Construction
Multi-
Family
1-4 Family
Commercial
and
Industrial
Consumer
and Other
Total
(In Thousands)
Allowance for credit losses:
Collectively evaluated for credit
losses
$
1,667
$
5,961
$
1,900
$
5,453
$
464
$
12,998
$
370
$
28,813
Individually evaluated for credit
loss
—
—
—
—
—
6,423
—
6,423
Total
$
1,667
$
5,961
$
1,900
$
5,453
$
464
$
19,421
$
370
$
35,236
Loans and lease receivables:
Collectively evaluated for credit
losses
$
257,483
$
838,634
$
215,613
$
549,220
$
48,450
$
1,205,609
$
46,190
$
3,161,199
Individually evaluated for credit
loss
567
—
—
—
—
23,489
—
24,056
Total
$
258,050
$
838,634
$
215,613
$
549,220
$
48,450
$
1,229,098
$
46,190
$
3,185,255
21
Table of Contents
As of December 31, 2024
Owner
Occupied
Non-Owner
Occupied
Construction
Multi-
Family
1-4 Family
Commercial
and
Industrial
Consumer
and Other
Total
(In Thousands)
Allowance for credit losses:
Collectively evaluated for credit
losses
$
1,615
$
5,843
$
2,022
$
4,597
$
492
$
12,016
$
282
$
26,867
Individually evaluated for credit
loss
—
—
—
—
—
8,918
—
8,918
Total
$
1,615
$
5,843
$
2,022
$
4,597
$
492
$
20,934
$
282
$
35,785
Loans and lease receivables:
Collectively evaluated for credit
losses
$
272,806
$
845,298
$
221,086
$
530,853
$
46,496
$
1,123,944
$
45,000
$
3,085,483
Individually evaluated for credit
loss
591
—
—
—
—
27,776
—
28,367
Total
$
273,397
$
845,298
$
221,086
$
530,853
$
46,496
$
1,151,720
$
45,000
$
3,113,850
Note 6 — Leases
The Corporation leases various office spaces and specialized lending production offices under non-cancellable operating leases which expire on various dates through 2033. The Corporation also leases office equipment. The Corporation recognizes a right-of-use asset and an operating lease liability for all leases, with the exception of short-term leases. Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Lease expense for operating leases and short-term leases is recognized on a straight-line basis over the lease term.
The components of total lease expense were as follows:
For the Three Months Ended March 31,
2025
2024
(In Thousands)
Operating lease cost
$
344
$
357
Short-term lease cost
54
37
Variable lease cost
141
141
Total lease cost, net
$
539
$
535
Quantitative information regarding the Corporation’s operating leases was as follows:
March 31, 2025
December 31, 2024
Weighted-average remaining lease term (in years)
6.76
6.93
Weighted-average discount rate
3.42
%
3.37
%
The following maturity analysis shows the undiscounted cash flows due on the Corporation’s operating lease liabilities:
(In Thousands)
2025
$
1,090
2026
1,448
2027
1,469
2028
1,113
2029
792
Thereafter
2,808
Total undiscounted cash flows
8,720
Discount on cash flows
( 1,116
)
Total lease liability
$
7,604
22
Table of Contents
Note 7 — Other Assets
A summary of accrued interest receivable and other assets was as follows:
March 31, 2025
December 31, 2024
(In Thousands)
Accrued interest receivable
$
13,074
$
12,879
Net deferred tax asset
12,651
12,599
Investment in historic development entities
3,704
4,133
Investment in low-income housing development entities
48,455
40,259
Investment in limited partnerships
16,166
14,680
Prepaid expenses
5,638
4,221
Other assets
9,867
10,288
Total accrued interest receivable and other assets
$
109,555
$
99,059
For the three months ended March 31, 2025 and 2024, the Corporation amortized tax credit investments of $ 1.6 million and $ 1.3 million respectively, and recognized tax credits and other benefits for the three months ended March 31, 2025 and 2024 of $ 2.1 million and $ 1.7 million , respectively, within the income tax expense line on the unaudited Consolidated Statements of Income.
Note 8 — Deposits
The composition of deposits is shown below. Average balances represent year-to-date averages.
March 31, 2025
December 31, 2024
Balance
Average
Balance
Balance
Average
Balance
(Dollars in Thousands)
Non-interest-bearing transaction accounts
$
433,201
$
414,499
$
436,111
$
441,313
Interest-bearing transaction accounts
1,015,846
927,250
965,637
884,321
Money market accounts
831,897
831,598
809,695
815,603
Certificates of deposit
181,751
189,547
184,986
237,228
Wholesale deposits
780,348
694,431
710,711
515,196
Total deposits
$
3,243,043
$
3,057,325
$
3,107,140
$
2,893,661
A summary of annual maturities of core and wholesale certificates of deposit at March 31, 2025 is as follows:
(In Thousands)
Maturities during the year ended December 31,
2025
$
524,744
2026
113,040
2027
97,412
2028
29,433
2029
18,462
Thereafter
8,790
$
791,881
Wholesale deposits include $ 610.1 million and $ 170.2 million of wholesale certificates of deposit and non-reciprocal interest-bearing transaction accounts, respectively, at March 31, 2025, compared to $ 515.6 million and $ 195.1 million of wholesale certificates of deposit and non-reciprocal interest-bearing transaction accounts, respectively, at December 31, 2024. The Corporation has entered into derivative contracts hedging a portion of the certificates of deposit included above. As of March 31, 2025, the notional amount of derivatives designated as cash flow hedges totaled $ 481.3 million with a weighted average remaining maturity of 3.53 years and a weighted average rate of 3.79 % .
Certificates of deposit and wholesale deposits denominated in amounts greater than $250,000 were $ 56.1 million at March 31, 2025 and $ 67.3 million at December 31, 2024 .
23
Table of Contents
Note 9 — FHLB Advances, Other Borrowings and Subordinated Notes and Debentures
The composition of borrowed funds is shown below. Average balances represent year-to-date averages.
March 31, 2025
December 31, 2024
Balance
Weighted
Average
Balance
Weighted
Average
Rate
Balance
Weighted
Average
Balance
Weighted
Average
Rate
(Dollars in Thousands)
Federal funds purchased
$
—
$
—
—
%
$
—
$
2
38.40
%
FHLB advances
231,864
305,549
3.11
265,350
282,437
2.73
Line of credit
—
—
—
—
1,229
8.03
Other borrowings
10
10
—
10
8
—
Subordinated notes and debentures
54,716
54,699
6.43
54,689
49,833
6.36
$
286,590
$
360,258
3.62
$
320,049
$
333,509
3.30
A summary of annual maturities of borrowings at March 31, 2025 is as follows:
(In Thousands)
Maturities during the year ended December 31,
2025
$
113,410
2026
65,450
2027
10,000
2028
10,000
2029
33,014
Thereafter
54,716
$
286,590
The Corporation has entered into derivative contracts hedging a portion of the borrowings included above. As of March 31, 2025, the notional amount of derivatives designated as cash flow hedges totaled $ 58.4 million with a weighted average remaining maturity of 2.42 years and a weighted average rate of 2.20 % .
As of March 31, 2025 and December 31, 2024 , the Corporation was in compliance with its debt covenants under its third-party secured senior line of credit. On February 12, 2025, the credit line was renewed for one additional year with pricing terms of 1-month term SOFR + 2.36% and a maturity date of February 18, 2026 .
Note 10 — Preferred Stock
On March 4, 2022, the Corporation issued 12,500 shares, or $ 12.5 million in aggregate liquidation preference, of 7.0 % Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $ 0.01 per share, with a liquidation preference of $ 1,000 per share (the “Series A Preferred Stock”) in a private placement to institutional investors. The net proceeds received from the issuance of the Series A Preferred Stock were $ 12.0 million.
The Corporation expects to pay dividends on the Series A Preferred Stock when and if declared by the Board, at a fixed rate of 7.0 % per annum, payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year up to, but excluding, March 15, 2027. For each dividend period from and including March 15, 2027, dividends will be paid at a floating rate of Three-Month Term SOFR plus a spread of 539 basis points per annum. During the three months ended March 31, 2025, the Board of Directors declared an aggregate preferred stock dividend of $ 219,000 . The Series A Preferred Stock is perpetual and has no stated maturity. The Corporation may redeem the Series A Preferred Stock at its option at a redemption price equal to $ 1,000 per share, plus any declared and unpaid dividends (without regard to any undeclared dividends), subject to regulatory approval, on or after March 15, 2027 or within 90 days following a regulatory capital treatment event, in accordance with the terms of the Series A Preferred Stock.
24
Table of Contents
Note 11 — Commitments and Contingencies
In the normal course of business, various legal proceedings involving the Corporation are pending. Management, based upon advice from legal counsel, does not anticipate any significant losses as a result of these actions. Management believes that any liability arising from any such proceedings currently existing or threatened will not have a material adverse effect on the Corporation’s financial position, results of operations, and cash flows.
The Corporation sells the guaranteed portions of SBA 7(a) and 504 loans, as well as participation interests in other, non-SBA originated, loans to third parties. The Corporation has a continuing involvement in each of the transferred lending arrangements by way of relationship management and servicing the loans, as well as being subject to normal and customary requirements of the SBA loan program and standard representations and warranties related to sold amounts. In the event of a loss resulting from default and a determination by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by the Corporation, the SBA may require the Corporation to repurchase the loan, deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of the principal loss related to the deficiency from the Corporation. The Corporation must comply with applicable SBA regulations in order to maintain the guaranty. In addition, the Corporation retains the option to repurchase the sold guaranteed portion of an SBA loan if the loan defaults.
Management has assessed estimated losses inherent in the outstanding guaranteed portions of SBA loans sold in accordance with ASC 450, Contingencies , and determined a recourse reserve based on the probability of future losses for these loans to be $ 566,000 and $ 645,000 a t March 31, 2025 and December 31, 2024 respectively, which is reported in accrued interest payable and other liabilities on the unaudited Consolidated Balance Sheets.
The summary of the activity in the SBA recourse reserve is as follows:
As of and for the Three Months
Ended March 31,
2025
2024
(In Thousands)
Balance at the beginning of the period
$
645
$
955
SBA recourse
—
126
Charge-offs, net
( 79
)
—
Balance at the end of the period
$
566
$
1,081
Note 12 — Fair Value Disclosures
The Corporation determines the fair values of its financial instruments based on the fair value hierarchy established in ASC Topic 820, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received in an orderly transaction that is not a forced liquidation or distressed sale at the measurement date and is based on exit prices. Fair value includes assumptions about risk, such as nonperformance risk in liability fair values, and is a market-based measurement, not an entity-specific measurement. The standard describes three levels of inputs that may be used to measure fair value.
Level 1 — Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Corporation has the ability to access at the measurement date.
Level 2 — Level 2 inputs are inputs, other than quoted prices included with Level 1, that are observable for the asset or liability either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 — Level 3 inputs are supported by little or no market activity and are significant to the fair value of the assets or liabilities.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Corporation’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
25
Table of Contents
Assets and liabilities measured at fair value on a recurring basis, segregated by fair value hierarchy level, are summarized below:
March 31, 2025
Fair Value Measurements Using
Level 1
Level 2
Level 3
Total
(In Thousands)
Assets:
Securities available-for-sale:
U.S. treasuries
$
—
$
4,777
$
—
$
4,777
U.S. government agency securities - government-sponsored
enterprises
—
3,221
—
3,221
Municipal securities
—
34,720
—
34,720
Residential mortgage-backed securities - government issued
—
140,471
—
140,471
Residential mortgage-backed securities - government-
sponsored enterprises
—
134,848
—
134,848
Commercial mortgage-backed securities - government issued
—
2,198
—
2,198
Commercial mortgage-backed securities - government-
sponsored enterprises
—
39,159
—
39,159
Interest rate swaps
—
48,405
—
48,405
Liabilities:
Interest rate swaps
—
45,612
—
45,612
December 31, 2024
Fair Value Measurements Using
Level 1
Level 2
Level 3
Total
(In Thousands)
Assets:
Securities available-for-sale:
U.S. treasuries
$
—
$
4,718
$
—
$
4,718
U.S. government agency securities - government-sponsored
enterprises
—
3,153
—
3,153
Municipal securities
—
34,861
—
34,861
Residential mortgage-backed securities - government issued
—
123,223
—
123,223
Residential mortgage-backed securities - government-
sponsored enterprises
—
134,765
—
134,765
Commercial mortgage-backed securities - government issued
—
2,224
—
2,224
Commercial mortgage-backed securities - government-
sponsored enterprises
—
38,448
—
38,448
Interest rate swaps
—
65,762
—
65,762
Liabilities:
Interest rate swaps
—
57,068
—
57,068
For assets and liabilities measured at fair value on a recurring basis, there were no transfers between the levels during the three months ended March 31, 2025 or the year ended December 31, 2024 related to the above measurements.
Assets and liabilities measured at fair value on a no n-recurring basis, segregated by fair value hierarchy are summarized below:
March 31, 2025
Fair Value Measurements Using
Level 1
Level 2
Level 3
Total
(In Thousands)
Collateral-dependent loans
$
—
$
—
$
8,246
$
8,246
Repossessed assets
—
—
36
36
Loan servicing rights
—
—
1,391
1,391
December 31, 2024
Fair Value Measurements Using
Level 1
Level 2
Level 3
Total
(In Thousands)
Collateral-dependent loans
$
—
$
—
$
7,506
$
7,506
Repossessed assets
—
—
51
51
Loan servicing rights
—
—
1,245
1,245
26
Table of Contents
Collateral-dependent loans were written down to the fair value of their underlying collateral less costs to sell of $ 8.2 million and $ 7.5 million at March 31, 2025 and December 31, 2024 , respectively, through the establishment of specific reserves or by recording charge-offs when the carrying value exceeded the fair value of the underlying collateral of individually evaluated loans. Valuation techniques consistent with the market approach, income approach, or cost approach were used to measure fair value. These techniques included observable inputs for the collateral dependent loans being evaluated, such as current appraisals, recent sales of similar assets, or other observable market data, and u no bservable inputs, typically when discounts are applied to appraisal values to adjust such values to current market conditions or to reflect net realizable values. The quantification of unobservable inputs for Level 3 individually evaluated loan values range from 13 % - 100 % as of the measurement date of March 31, 2025. The weighted average of those unobservable inputs was 35 % . The majority of the individually evaluated loans are considered collateral dependent loans or are supported by an SBA guaranty.
Repossessed assets are measured and reported at fair value through a charge-off to the allowance for credit losses, if deemed necessary. The fair value of a repossessed asset, upon initial recognition, is estimated using a market approach or based on observable market data, such as a current appraisal, recent sale price of similar assets, or based upon assumptions specific to the individual property or equipment, such as management applied discounts used to further reduce values to a net realizable value when observable inputs become stale.
Loan servicing rights represent the asset retained upon sale of the guaranteed portion of certain SBA loans. When SBA loans are sold, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. The servicing rights are subsequently measured using the amortization method, which requires amortization into interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.
The Corporation periodically reviews this portfolio for impairment and engages a third-party valuation firm to assess the fair value of the overall servicing rights portfolio. Loan servicing rights do not trade in an active, open market with readily observable prices. While sales of loan servicing rights do occur, the precise terms and conditions typically are not readily available to allow for a “quoted price for similar assets” comparison. Accordingly, the Corporation utilizes an independent valuation from a third party which uses a discounted cash flow model to estimate the fair value of its loan servicing rights. The valuation model incorporates prepayment assumptions to project loan servicing rights cash flows based on the current interest rate scenario, which is then discounted to estimate an expected fair value of the loan servicing rights. The valuation model considers portfolio characteristics of the underlying serviced portion of the SBA loans and uses the following significant unobservable inputs: (1) constant prepayment rate (“CPR”) assumptions based on the SBA sold pools historical CPR as quoted in Bloomberg and (2) a discount rate. Due to the nature of the valuation inputs, loan servicing rights are classified in Level 3 of the fair value hierarchy.
27
Table of Contents
Fair Value of Financial Instruments
The Corporation is required to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions, consistent with exit price concepts for fair value measurements, are set forth below:
March 31, 2025
Carrying
Amount
Fair Value
Total
Level 1
Level 2
Level 3
(In Thousands)
Financial assets:
Cash and cash equivalents
$
170,617
$
170,617
$
170,617
$
—
$
—
Securities available-for-sale
359,394
359,394
—
359,394
—
Securities held-to-maturity
6,590
6,439
—
6,439
—
Loans held for sale
10,523
11,365
—
11,365
—
Loans and lease receivables, net
3,149,164
3,127,945
—
—
3,127,945
Federal Home Loan Bank stock
10,434
N/A
N/A
N/A
N/A
Accrued interest receivable
13,074
13,074
13,074
—
—
Interest rate swaps
48,405
48,405
—
48,405
—
Financial liabilities:
Deposits
3,243,043
3,243,019
2,494,783
748,236
—
Federal Home Loan Bank advances and other borrowings
286,590
281,154
—
281,154
—
Accrued interest payable
10,016
10,016
10,016
—
—
Interest rate swaps
45,612
45,612
—
45,612
—
Off-balance sheet items:
Standby letters of credit
179
179
179
—
—
N/A = The fair value is not applicable due to restrictions placed on transferability
December 31, 2024
Carrying
Amount
Fair Value
Total
Level 1
Level 2
Level 3
(In Thousands)
Financial assets:
Cash and cash equivalents
$
157,702
$
157,702
$
157,702
$
—
$
—
Securities available-for-sale
341,392
341,392
—
341,392
—
Securities held-to-maturity
6,741
6,535
—
6,535
—
Loans held for sale
13,498
14,577
—
14,577
—
Loans and lease receivables, net
3,077,343
3,049,890
—
—
3,049,890
Federal Home Loan Bank stock
11,616
N/A
N/A
N/A
N/A
Accrued interest receivable
12,879
12,879
12,879
—
—
Interest rate swaps
65,762
65,762
—
65,762
—
Financial liabilities:
Deposits
3,107,140
3,107,068
2,406,532
700,536
—
Federal Home Loan Bank advances and other borrowings
320,049
314,175
—
314,175
—
Accrued interest payable
10,175
10,175
10,175
—
—
Interest rate swaps
57,068
57,068
—
57,068
—
Off-balance sheet items:
Standby letters of credit
209
209
—
—
209
N/A = The fair value is not applicable due to restrictions placed on transferability
Disclosure of fair value information about financial instruments, for which it is practicable to estimate that value, is required whether or not recognized in the unaudited Consolidated Balance Sheets. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Certain financial instruments and all non-financial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented do not necessarily represent the underlying value of the Corporation.
28
Table of Contents
Securities: The fair value measurements of investment securities are determined by a third-party pricing service which considers observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, trade execution data, market consensus prepayment speeds, credit information, and the securities’ terms and conditions, among other things. The fair value measurements are subject to independent verification by another pricing source on a quarterly basis to review for reasonableness. Any significant differences in pricing are reviewed with appropriate members of management who have the relevant technical expertise to assess the results. The Corporation has determined that these valuations are classified in Level 2 of the fair value hierarchy. When the independent pricing service does not provide a fair value measurement for a particular security, the Corporation will estimate the fair value based on specific information about each security. Fair values derived in this manner are classified in Level 3 of the fair value hierarchy.
Loans Held for Sale: Loans held for sale, which consist of the guaranteed portions of SBA 7(a) loans, are carried at the lower of cost or estimated fair value. The estimated fair value is based on what secondary markets are currently offering for portfolios with similar characteristics.
Derivatives: The carrying amount and fair value of existing derivative financial instruments are based upon independent valuation models, which use widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative contract. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Corporation incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Corporation considers the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Limitations: Fair value estimates are made at a discrete point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Corporation’s entire holding of a particular financial instrument. Because no market exists for a significant portion of the Corporation’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and are not considered in the estimates.
Note 13 — Derivative Financial Instruments
The Corporation offers interest rate swap products directly to qualified commercial borrowers. The Corporation economically hedges client derivative transactions by entering into offsetting interest rate swap contracts executed with a third party. Derivative transactions executed as part of this program are not considered hedging instruments and are marked-to-market through earnings each period. The derivative contracts have mirror-image terms, which results in the positions’ changes in fair value offsetting through earnings each period. The credit risk and risk of non-performance embedded in the fair value calculations is different between the dealer counterparties and the commercial borrowers which may result in a difference in the changes in the fair value of the mirror-image swaps. The Corporation incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the counterparty’s risk in the fair value measurements. When evaluating the fair value of its derivative contracts for the effects of non-performance and credit risk, the Corporation considered the impact of netting and any applicable credit enhancements such as collateral postings, thresholds, and guarantees. As of March 31, 2025 and December 31, 2024, the credit valuation allowance was $ 149,000 .
29
Table of Contents
The Corporation receives fixed rates and pays floating rates based upon designated benchmark interest rates used on the swaps with commercial borrowers. Commercial borrower swaps are completed independently with each borrower and are not subject to master netting arrangements. The Corporation pays fixed rates and receives floating rates based upon designated benchmark interest rates used on the swaps with dealer counterparties. Dealer counterparty swaps are subject to master netting agreements among the contracts within our Bank and are reported on the unaudited Consolidated Balance Sheet. The gross amount of dealer counterparty swaps, without regard to the enforceable master netting agreement, was a gross derivative asset of $ 44.8 million and gross derivative liability of $ 6.0 million as of March 31, 2025.
All changes in fair value of these instruments are recorded in other non-interest income. Given the mirror-image terms of the outstanding derivative portfolio, the change in fair value for the three months ended March 31, 2025 and 2024 had an insignificant impact on the unaudited Consolidated Statements of Income.
The Corporation also enters into interest rate swaps to manage interest rate risk and reduce the cost of match-funding certain long-term fixed rate loans. These derivative contracts involve the receipt of floating rate interest from a counterparty in exchange for the Corporation making fixed-rate payments over the life of the agreement, without the exchange of the underlying notional value. The instruments are designated as cash flow hedges as the receipt of floating rate interest from the counterparty is used to manage interest rate risk related to cash outflows attributable to future wholesale deposit or short-term FHLB advance borrowings. The change in the fair value of these hedging instruments is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged transactions affect earnings. A pre-tax unrealized loss of $ 5.7 million was recognized in other comprehensive income for the three months ended March 31, 2025 , respectively, and there were no ineffective portions of the hedges. A pre-tax unrealized gain of $ 4.8 million was recognized in other comprehensive income for the three months ended March 31, 2024 , respectively, and there were no ineffective portions of the hedges.
The Corporation also enters into interest rate swaps to mitigate market value volatility on certain long-term fixed securities. The objective of the hedge is to protect the Corporation against changes in fair value due to changes in benchmark interest rates. The instruments are designated as fair value hedges as the changes in the fair value of the interest rate swap are expected to offset changes in the fair value of the hedged item attributable to changes in the SOFR swap rate, the designated benchmark interest rate. These derivative contracts involve the receipt of floating rate interest from a counterparty in exchange for the Corporation making fixed-rate payments over the life of the agreement, without the exchange of the underlying notional value. The change in the fair value of these hedging instruments is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged transactions affect earnings. A pre-tax unrealized loss of $ 165,000 was recognized in other comprehensive income for the three months ended March 31, 2025 , respectively, and there was no ineffective portion of these hedges. A pre-tax unrealized gain of $ 140,000 was recognized in other comprehensive income for the three months ended March 31, 2024 , respectively, and there was no ineffective portion of these hedges.
As of March 31, 2025
Number of
Instruments
Notional
Amount
Weighted
Average
Maturity
(In Years)
Fair
Value
(Dollars in Thousands)
Included in Derivative assets
Derivatives not designated as hedging instruments
Interest rate swap agreements on loans with commercial
loan clients
30
$
351,649
4.28
$
5,970
Interest rate swap agreements on loans with third-party
counterparties
107
1,058,993
4.90
38,865
Derivatives designated as hedging instruments
Interest rate swap related to AFS securities
11
$
12,500
7.03
$
850
Interest rate swap related to wholesale funding
42
439,655
3.89
2,720
Included in Derivative liabilities
Derivatives not designated as hedging instruments
Interest rate swap agreements on loans with commercial
loan clients
77
$
707,344
5.21
$
44,835
Derivatives designated as hedging instruments
Interest rate swap related to wholesale funding
10
$
100,000
1.30
$
777
30
Table of Contents
As of December 31, 2024
Number of
Instruments
Notional
Amount
Weighted
Average
Maturity
(In Years)
Fair
Value
(Dollars in Thousands)
Included in Derivative assets
Derivatives not designated as hedging instruments
Interest rate swap agreements on loans with commercial
loan clients
20
$
232,488
4.55
$
2,015
Interest rate swap agreements on loans with third-party
counter parties
106
1,022,365
5.24
54,544
Derivatives designated as hedging instruments
Interest rate swap related to AFS securities
11
$
12,500
7.28
$
1,014
Interest rate swap related to wholesale funding
36
384,655
3.95
8,189
Included in Derivative liabilities
Derivatives not designated as hedging instruments
Interest rate swap agreements on loans with commercial
loan clients
86
$
789,877
5.44
$
56,559
Derivatives designated as hedging instruments
Interest rate swap related to wholesale funding
10
$
100,000
1.55
$
509
Note 14 — Regulatory Capital
The Corporation and the Bank are subject to various regulatory capital requirements administered by Federal and Wisconsin banking agencies. Failure to meet minimum capital requirements can result in certain mandatory, and possibly additional discretionary actions on the part of regulators, that if undertaken, could have a direct material effect on the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory practices. The Corporation’s and the Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. The Corporation regularly reviews and updates, when appropriate, its capital and liquidity action plans, which is designed to help ensure appropriate capital adequacy, to plan for future capital needs, and to ensure that the Corporation serves as a source of financial strength to the Bank. The Corporation’s and the Bank’s Board and management teams adhere to the appropriate regulatory guidelines on decisions which affect their respective capital positions, including but not limited to, decisions relating to the payment of dividends and increasing indebtedness.
As a bank holding company, the Corporation’s ability to pay dividends is affected by the policies and enforcement powers of the Board of Governors of the Federal Reserve system (the “Federal Reserve”). Federal Reserve guidance urges financial institutions to strongly consider eliminating, deferring, or significantly reducing dividends if: (i) net income available to common shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividend; (ii) the prospective rate of earnings retention is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition; or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital ratios. Management intends, when appropriate under regulatory guidelines, to consult with the Federal Reserve Bank (“FRB”) of Chicago and provide it with information on the Corporation’s then-current and prospective earnings and capital position in advance of declaring any cash dividends. As a Wisconsin corporation, the Corporation is subject to the limitations of the Wisconsin Business Corporation Law, which prohibit the Corporation from paying dividends if such payment would: (i) render the Corporation unable to pay its debts as they become due in the usual course of business, or (ii) result in the Corporation’s assets being less than the sum of its total liabilities plus the amount needed to satisfy the preferential rights upon dissolution of any shareholders with preferential rights superior to those shareholders receiving the dividend.
The Bank is also subject to certain legal, regulatory, and other restrictions on their ability to pay dividends to the Corporation. As a bank holding company, the payment of dividends by the Bank to the Corporation is one of the sources of funds the Corporation could use to pay dividends, if any, in the future and to make other payments. Future dividend decisions by the Bank and the Corporation will continue to be subject to compliance with various legal, regulatory, and other restrictions as defined from time to time.
31
Table of Contents
Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios of Total Common Equity Tier 1 and Tier 1 capital to risk-weighted assets and of Tier 1 capital to adjusted total assets. These risk-based capital requirements presently address credit risk related to both recorded and off-balance sheet commitments and obligations.
As of March 31, 2025 , the Corporation’s capital levels exceeded the regulatory minimums and the Bank’s capital levels remained characterized as well capitalized under the regulatory framework. The following tables summarize both the Corporation’s and the Bank’s capital ratios and the ratios required by their federal regulators:
As of March 31, 2025
Actual (1)
Minimum Required
for Capital
Adequacy Purposes
For Capital
Adequacy Purposes
Plus Capital
Conservation Buffer
Minimum Required
to Be Well
Capitalized Under
Prompt Corrective
Action Requirements
Amount
Ratio
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in Thousands)
Total capital
(to risk-weighted assets)
Consolidated
$ 429,351
12.20 %
$ 281,582
8.00 %
$ 369,576
10.50 %
N/A
N/A
First Business Bank
427,481
12.15
281,580
8.00
369,574
10.50
$ 351,975
10.00 %
Tier 1 capital
(to risk-weighted assets)
Consolidated
$ 337,859
9.60 %
$ 211,186
6.00 %
$ 299,180
8.50 %
N/A
N/A
First Business Bank
390,705
11.10
211,185
6.00
299,179
8.50
$ 281,580
8.00 %
Common equity tier 1 capital
(to risk-weighted assets)
Consolidated
$ 325,867
9.26 %
$ 158,390
4.50 %
$ 246,384
7.00 %
N/A
N/A
First Business Bank
390,705
11.10
158,389
4.50
246,383
7.00
$ 228,784
6.50 %
Tier 1 leverage capital
(to adjusted assets)
Consolidated
$ 337,859
8.77 %
$ 154,158
4.00 %
$ 154,158
4.00 %
N/A
N/A
First Business Bank
390,705
10.15
154,047
4.00
154,047
4.00
$ 192,559
5.00 %
32
Table of Contents
As of December 31, 2024
Actual (1)
Minimum Required
for Capital
Adequacy Purposes
For Capital
Adequacy Purposes
Plus Capital
Conservation Buffer
Minimum Required
to Be Well
Capitalized Under
Prompt Corrective
Action Requirements
Amount
Ratio
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in Thousands)
Total capital
(to risk-weighted assets)
Consolidated
$ 421,639
12.08 %
$ 279,330
8.00 %
$ 366,621
10.50 %
N/A
N/A
First Business Bank
417,965
11.97
279,342
8.00
366,636
10.50
$ 349,177
10.00 %
Tier 1 capital
(to risk-weighted assets)
Consolidated
$ 329,796
9.45 %
$ 209,498
6.00 %
$ 296,788
8.50 %
N/A
N/A
First Business Bank
380,811
10.91
209,506
6.00
296,801
8.50
$ 279,342
8.00 %
Common equity tier 1 capital
(to risk-weighted assets)
Consolidated
$ 317,804
9.10 %
$ 157,123
4.50 %
$ 244,414
7.00 %
N/A
N/A
First Business Bank
380,811
10.91
157,130
4.50
244,424
7.00
$ 226,965
6.50 %
Tier 1 leverage capital
(to adjusted assets)
Consolidated
$ 329,796
8.78 %
$ 150,256
4.00 %
$ 150,256
4.00 %
N/A
N/A
First Business Bank
380,811
10.17
150,207
4.00
150,207
4.00
$ 187,759
5.00 %
(1) 2025 and 2024 capital amounts include $ 338,000 and $ 677,000 , respectively, of additional stockholders’ equity as elected by the Corporation and permitted by federal banking regulatory agencies related to the adoption of ASC 326. Risk-weighted assets were also adjusted accordingly.
Note 15 — Segment Information
The Corporation’s reportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker, based upon information provided by the Corporation’s products and services offered, primarily banking operations. The segment is also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review the performance of various components of the business. These components are then aggregated if operating performance, products and services and customers are similar. The chief operating decision maker will evaluate the financial performance of the Corporation’s business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Corporation’s segment and in the determination of allocating resources. The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and return on assets. The chief operating decision maker uses consolidated net income to benchmark the Corporation against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results is used in assessment performance and in establishing compensation. Loans, investments, and deposits provide the revenues in the banking operation. Interest expense, provision for credit losses and payroll provide the significant expenses in the banking operation. All operations are domestic.
33
Table of Contents
As of and for the Three Months
Ended March 31,
2025
2024
(In Thousands)
Interest income
$
59,530
$
55,783
Reconciliation of revenue
Other revenues
7,579
6,757
Total consolidated revenues
67,109
62,540
Less: interest expense
26,272
26,272
Segment net interest and non-interest income
40,837
36,268
Less:
Provision for credit losses
2,659
2,326
Compensation expense
16,747
16,157
Other segment items
7,972
7,185
Income tax expense
2,288
1,752
Segment and consolidated net income
$
11,171
$
8,848
Other segment disclosures:
Interest income
$
59,530
$
55,783
Interest expense
26,272
26,272
Depreciation, amortization, and accretion
871
791
Other significant noncash item:
Provision for credit losses
2,659
2,326
Segment assets
3,944,879
3,853,215
Expenses for segment assets
24,719
23,342
Reconciliation of assets:
Total assets for reportable segments
$
3,944,879
$
3,853,215
Other assets
—
—
Total consolidated assets
$
3,944,879
$
3,853,215
34
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.