What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-07-29 compared with 2022-04-29 · 307 added, 253 removed, 450 unchanged (55% of the section changed)

8 unchanged sentences

Such statements are subject to risks and uncertainties, including among other things:

• Adverse changes in the economy or business conditions, either nationally or in our markets, including, without limitation, inflation, supply chain issues, labor shortages, and the adverse effects of the COVID-19 pandemic on the global, national, and local economy, which may affect the Corporation’s credit quality, revenue, and business operations.

• Adverse changes in the economy or business conditions, either nationally or in our markets, including, without limitation, inflation, supply chain issues, labor shortages, wage pressures, and the adverse effects of the COVID-19 pandemic on the global, national, and local economy.

• Competitive pressures among depository and other financial institutions nationally and in our markets.

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• Fluctuations in interest rates and market prices.

• The consequences of continued bank acquisitions and mergers in our markets, resulting in fewer but much larger and financially stronger competitors.

• Changes in legislative or regulatory requirements applicable to us and our subsidiaries.

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The discussion should be read in conjunction with the unaudited Consolidated Financial Statements and the Notes thereto presented in this Form 10-Q.

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We are a registered bank holding company incorporated under the laws of the State of Wisconsin and are engaged in the commercial banking business through our wholly-owned banking subsidiary, FBB.

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Financial Performance Summary

Results as of and for the three months ended March 31, 2022 include:

• Net income totaled $8.7 million, or diluted earnings per share of $1.02, for the three months ended March 31, 2022, compared to $9.7 million, or diluted earnings per share of $1.12, for the same period in 2021.

• Annualized return on average assets (“ROA”) and annualized return on average equity (“ROE”) for the three months ended March 31, 2022 measured 1.30% and 14.47%, respectively, compared to 1.51% and 18.48% for the same period in 2021.

• Pre-tax, pre-provision adjusted earnings, which excludes certain one-time and discrete items, totaled $9.9 million for the three months ended March 31, 2022, down 6.4% from the same period in 2021.

Pre-tax, pre-provision adjusted return on average assets was 1.49% for the three months ended March 31, 2022, compared to 1.65% for the same period in 2021.

Excluding PPP interest and fee income, pre-tax, pre-provision adjusted earnings totaled $9.6 million for the three months ended March 31, 2022, up 23.5% from the same period in 2021.

Pre-tax, pre-provision adjusted return on average assets, excluding the impact of PPP, was 1.46% for the three months ended March 31, 2022, compared to 1.34% for the same period in 2021.

• The Corporation completed a private placement to institutional investors of $32.5 million in new capital consisting of a $20.0 million subordinated note and $12.5 million of Series A Preferred Stock.

A portion of the proceeds were used to redeem $10.3 million of higher cost trust preferred securities in the first quarter of 2022.

Management plans to redeem an additional $9.1 million of subordinated notes in the second quarter of 2022.

The remainder of the proceeds will be used for general corporate purposes, including to support the Bank’s growth strategy, and to fund the Corporation’s previously announced $5 million share repurchase plan.

The redemption of the trust preferred securities included the accelerated amortization of $236,000 in debt issuance costs.

• Fees in lieu of interest, defined as prepayment fees, asset-based loan fees, non-accrual interest, and loan fee amortization, totaled $1.3 million for the three months ended March 31, 2022 compared to $3.1 million for the three months ended March 31, 2021.

PPP fee income, included in loan fee amortization, was $249,000 for the three months ended March 31, 2022 compared to $2.2 million for the same period in 2021.

• Net interest margin was 3.39% for the three months ended March 31, 2022 compared to 3.44% for the same period in 2021.

Adjusted net interest margin, which excludes certain one-time and volatile items, was 3.24% for the three months ended March 31, 2022 up from 3.20% for the same period in 2021.

Excluding the one-time accelerated debt issuance amortization costs, adjusted net interest margin was 3.28%.

• Top line revenue, defined as net interest income plus non-interest income, totaled $28.8 million for the three months ended March 31, 2022, up $754,000, or 2.7% from the same period in 2021.

Excluding PPP interest income and fees and the one-time accelerated debt issuance costs, top line revenue increased $3.5 million, up 13.9% from the same period in 2021.

• Provision for loan and lease losses was a benefit of $855,000 for the three months ended March 31, 2022 compared to a benefit of $2.1 million for the same period in 2021.

• Total assets at March 31, 2022 increased $71.2 million, or 10.7% annualized, to $2.724 billion from $2.653 billion at December 31, 2021.

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• Period-end gross loans and leases receivable were $2.253 billion and $2.241 billion as of March 31, 2022 and December 31, 2021, respectively.

Average gross loans and leases of $2.245 billion increased $61.7 million, or 2.8%, for the three months ended March 31, 2022, compared to $2.183 billion for the same period in 2021.

• Period-end gross loans and leases receivable, excluding net PPP loans, at March 31, 2022 increased $20.9 million, or 3.8% annualized, to $2.233 billion from $2.212 billion as of December 31, 2021.

Average gross loans and leases, excluding net PPP loans, of $2.224 billion increased $283.0 million, or 14.6%, for the three months ended March 31, 2022, compared to $1.941 billion for the same period in 2021.

• Period-end gross PPP loans and PPP deferred processing fees were $18.5 million and $308,000, respectively, at March 31, 2022 compared to $27.9 million and $557,000 at December 31, 2021.

Average PPP loans, net of deferred processing fees, were $20.9 million for the three months ended March 31, 2022 compared to $242.2 million for the same period in 2021.

• Non-performing assets were $5.7 million and 0.21% of total assets as of March 31, 2022, compared to $6.5 million and 0.25% of total assets as of December 31, 2021.

Results as of and for the three and six months ended June 30, 2022 include:

• Net income available to common shareholders totaled $11.0 million, or diluted earnings per share of $1.29, for the three months ended June 30, 2022, compared to $8.2 million, or diluted earnings per share of $0.95, for the same period in 2021.

Net income available to common shareholders totaled $19.6 million, or diluted earnings per share of $2.31, for the six months ended June 30, 2022, compared to $18.0 million, or diluted earnings per share of $2.08, for the same period in 2021.

• Annualized return on average assets (“ROA”) and annualized return on average common equity (“ROCE”) for the three months ended June 30, 2022 measured 1.61% and 18.79%, respectively, compared to 1.26% and 15.09% for the same period in 2021.

Annualized ROA and annualized ROCE for the six months ended June 30, 2022 measured 1.46% and 16.74%, respectively, compared to 1.38% and 16.75% for the same period in 2021.

• Pre-tax, pre-provision adjusted earnings, which excludes certain one-time and discrete items, totaled $10.8 million for the three months ended June 30, 2022, increasing $835,000, or 8.3%, from the same period in 2021.

Pre-tax, pre-provision adjusted ROA was 1.60% for the three months ended June 30, 2022, compared to 1.53% for the same period in 2021.

Excluding PPP interest and fee income, pre-tax, pre-provision adjusted earnings totaled $10.6 million for the three months ended June 30, 2022, up $3.7 million, or 53.8%, from the same period in 2021.

Pre-tax, pre-provision adjusted ROA, excluding the impact of PPP, was 1.57% for the three months ended June 30, 2022, compared to 1.15% for the same period in 2021.

• Pre-tax, pre-provision adjusted earnings totaled $20.8 million for the six months ended June 30, 2022, up $153,000, or 0.7%, from the same period in 2021.

Pre-tax, pre-provision adjusted ROA was 1.54% for the six months ended June 30, 2022, compared to 1.59% for the same period in 2021.

Excluding PPP interest and fee income, pre-tax, pre-provision adjusted earnings totaled $20.2 million for the six months ended June 30, 2022, up $5.6 million, or 37.8%, from the same period in 2021.

Pre-tax, pre-provision adjusted ROA, excluding the impact of PPP, was 1.51% for the six months ended June 30, 2022, compared to 1.24% for the same period in 2021.

• Fees in lieu of interest, defined as prepayment fees, asset-based loan fees, non-accrual interest, and loan fee amortization, totaled $1.9 million for the three months ended June 30, 2022 compared to $3.5 million for the three months ended June 30, 2021.

PPP fee income, included in loan fee amortization, was $196,000 for the three months ended June 30, 2022 compared to $2.5 million for the same period in 2021.

• Fees in lieu of interest totaled $3.2 million for the six months ended June 30, 2022, compared to $6.6 million for the six months ended June 30, 2021.

PPP fee income, included in loan fee amortization, was $445,000 for the six months ended June 30, 2022 compared to $4.8 million for the same period in 2021.

• Net interest margin was 3.71% for the three months ended June 30, 2022 compared to 3.49% for the same period in 2021.

Adjusted net interest margin, which excludes certain one-time and volatile items, was 3.45% for the three months ended June 30, 2022 up from 3.20% for the same period in 2021.

Net interest margin was 3.55% for the six months ended June 30, 2022 compared to 3.46% for the same period in 2021.

Adjusted net interest margin, which excludes certain one-time and volatile items, was 3.35% for the six months ended June 30, 2022 up from 3.20% for the same period in 2021.

• Top line revenue, defined as net interest income plus non-interest income, totaled $30.5 million for the three months ended June 30, 2022, up $2.6 million, or 9.1% from the same period in 2021.

Excluding PPP interest income and fees, top line revenue increased $5.4 million, up 21.9% from the same period in 2021.

Top line revenue totaled $59.3 million for the six months ended June 30, 2022, up $3.3 million, or 5.9% from the same period in 2021.

Excluding PPP interest income and fees, top line revenue increased $8.7 million, up 17.4% from the same period in 2021.

• Provision for loan and lease losses was a benefit of $3.7 million for the three months ended June 30, 2022 compared to a benefit of $958,000 for the same period in 2021.

Provision for loan and lease losses was a benefit of $4.6 million for the six months ended June 30, 2022 compared to a benefit of $3.0 million for the same period in 2021.

• Total assets at June 30, 2022 increased $124.1 million, or 9.4% annualized, to $2.777 billion from $2.653 billion at December 31, 2021.

• Period-end gross loans and leases receivable increased $50.1 million, or 4.5% annualized, to $2.291 billion as of June 30, 2022 compared to $2.241 billion as of December 31, 2021.

Average gross loans and leases of $2.259 billion increased $55.6 million, or 2.5%, for the six months ended June 30, 2022, compared to $2.203 billion for the same period in 2021.

• Period-end gross loans and leases receivable, excluding PPP loans, at June 30, 2022 increased $69.7 million, or 6.3% annualized, to $2.283 billion from $2.213 billion as of December 31, 2021.

Average gross loans and leases, excluding net PPP loans, of $2.243 billion increased $275.0 million, or 14.0%, for the six months ended June 30, 2022, compared to $1.968 billion for the same period in 2021.

• Period-end gross PPP loans and PPP deferred processing fees were $8.3 million and $113,000, respectively, at June 30, 2022 compared to $27.9 million and $557,000 at December 31, 2021.

Average PPP loans, net of deferred processing fees, were $16.3 million for the six months ended June 30, 2022 compared to $235.7 million for the same period in 2021.

• Non-performing assets were $5.7 million and 0.21% of total assets as of June 30, 2022, compared to $6.5 million and 0.25% of total assets as of December 31, 2021.

• The allowance for loan and lease losses decreased $232,000, or 1.0%, compared to December 31, 2021.

The allowance for loan and lease losses decreased to 1.05% of total loans, compared to 1.09% at December 31, 2021.

Excluding net PPP loans, the allowance for loan and lease losses decreased to 1.06% of total loans as of March 31, 2022, compared to 1.10% as of December 31, 2021.

• Period-end in-market deposits at March 31, 2022 increased $83.1 million, or 17.2% annualized, to $2.011 billion from $1.928 billion as of December 31, 2021.

Average in-market deposits of $1.933 billion increased $210.5 million, or 12.2%, for the three months ended March 31, 2022, compared to $1.722 billion for the same period in 2021.

• Private wealth and trust assets under management and administration decreased by $86.7 million, or 3.0%, to $2.834 billion at March 31, 2022, compared to $2.921 billion at December 31, 2021.

Private wealth management service fees increased $434,000, or 18.0% for the three months ended March 31, 2022, compared to the three months ended March 31, 2021.

Excluding net PPP loans, the allowance for loan and lease losses decreased to 1.06% of total loans as of June 30, 2022, compared to 1.10% as of December 31, 2021.

• Period-end in-market deposits at June 30, 2022 decreased $71.3 million, or 3.7%, to $1.857 billion from $1.928 billion as of December 31, 2021.

Average in-market deposits of $1.917 billion increased $187.8 million, or 10.9%, for the six months ended June 30, 2022, compared to $1.729 billion for the same period in 2021.

• Private wealth and trust assets under management and administration decreased by $280.3 million, or 9.9%, to $2.554 billion at June 30, 2022, compared to $2.921 billion at December 31, 2021.

Private wealth management service fees increased $108,000, or 3.9%, and $542,000, or 10.5%, for the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021.

Results of Operations

Top Line Revenue

Top line revenue, comprised of net interest income and non-interest income, increased $754,000, or 2.7% ,for the three months ended March 31, 2022 compared to the same period in 2021, due to a 2.7% increase in both net interest income and non-interest income.

The increase in net interest income was muted by a decrease in PPP interest and fees of $2.5 million and the accelerated amortization of $236,000 in debt issuance costs.

Excluding PPP interest and fees and the one-time accelerated debt issuance costs, top line revenue grew 13.9%.

The increase in net interest income was driven by an increase in average loans and leases outstanding, and related interest income, and a decrease in interest expense, partially offset by the aforementioned reduction in PPP interest and fees.

The increase in non-interest income was primarily due to a $521,000 increase in other fee income, $434,000 increase in private wealth fee income, and $107,000 increase in loan fee income, partially offset by a reduction in gains on the sale of SBA loans and commercial loan swap fee income.

Top line revenue, comprised of net interest income and non-interest income, increased $2.6 million, or 9.1%, for the three months ended June 30, 2022, compared to the same period in 2021, due to a 9% increase in net interest income and non-interest income.

The increase in net interest income, driven by an increase in average loans and leases outstanding, was partially offset by a decrease in PPP interest and fees of $2.9 million.

Excluding PPP interest and fees, top line revenue grew 21.9%.

The increase in non-interest income was due to an increase in commercial loan swap fee income, private wealth fee income, loan fee income, and services charges on deposits, partially offset by a reduction in gains on the sale of SBA loans.

Top line revenue increased $3.3 million, or 5.9%, for the six months ended June 30, 2022, compared to the same period in 2021, due to a 6% increase in net interest income and non-interest income, combined with a benefit from above-average returns from the Corporation’s investments in mezzanine funds.

Excluding PPP interest and fees, top line revenue grew 17.4%.

The components of top line revenue were as follows:

For the Three Months Ended March 31,

2022 2021 $ Change % Change

For the Three Months Ended June 30, For the Six Months Ended June 30,

2022 2021 $ Change % Change 2022 2021 $ Change % Change

(Dollars in Thousands)

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Top line revenue $ 30,532 $ 27,973 $ 2,559 9.1 $ 59,345 $ 56,031 $ 3,314 5.9

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Annualized Return on Average Assets and Annualized Return on Average Equity

ROA for the three months ended March 31, 2022 decreased to 1.30% compared to 1.51% for the three months ended March 31, 2021.

The decrease in ROA was due to a decrease in PPP interest and fee income, decrease in loan loss provision benefit, and an increase in operating expenses, partially offset by an increase in top line revenue.

Please refer to the Components of the Provision for Loan and Lease Losses included in the Provision for Loan and Lease Losses section below for further discussion on the reasons driving the decline in profitability.

Annualized Return on Average Assets and Annualized Return on Average Common Equity

ROA for the three and six months ended June 30, 2022 increased to 1.61% and 1.46%, respectively, compared to 1.26% and 1.38% for the three and six months ended June 30, 2021, respectively.

The increase in ROA was due to an increase in top line revenue and increase in loan loss provision benefit, partially offset by an increase in operating expenses.

Please refer to the operating results analysis below for further discussion on the reasons driving the increase in profitability.

We consider ROA a critical metric to measure the profitability of our organization and how efficiently our assets are deployed.

ROA also allows us to better benchmark our profitability to our peers without the need to consider different degrees of leverage which can ultimately influence return on equity measures.

ROE for the three months ended March 31, 2022 was 14.47% compared to 18.48% for the three months ended March 31, 2021.

The primary reason for the decrease in ROE is consistent with the net income variance explanation as discussed under Return on Average Assets above.

We view ROE as an important measurement for monitoring profitability and continue to focus on improving our return to our shareholders by enhancing the overall profitability of our client relationships, controlling our expenses, and minimizing our costs of credit.

ROCE for the three and six months ended June 30, 2022 was 18.79% and 16.74%, respectively, compared to 15.09% and 16.75% for the three and six months ended June 30, 2021, respectively.

The primary reason for the change in ROCE is consistent with the net income variance explanation as discussed under Return on Average Assets above.

We view ROCE as an important measurement for monitoring profitability and continue to focus on improving our return to our shareholders by enhancing the overall profitability of our client relationships, controlling our expenses, and minimizing our costs of credit.

Efficiency Ratio and Pre-Tax, Pre-Provision Adjusted Earnings

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In the judgment of the Corporation’s management, the adjustments made to non-interest expense and non-interest income allow investors and analysts to better assess the Corporation’s operating expenses in relation to its core operating revenue by removing the volatility associated with certain one-time items and other discrete items.

We believe the Corporation will generate positive operating leverage on an annual basis and progress towards enhancing the long-term efficiency ratio at a measured pace as we focus on strategic initiatives directed toward revenue growth, process improvement, and automation.

These initiatives include efforts to grow our existing specialized lending revenues, increase our commercial banking market share, and scale our private wealth management business in our less mature commercial banking markets.

We believe the efficiency ratio and pre-tax, pre-provision adjusted earnings allow investors and analysts to better assess the Corporation’s operating expenses in relation to its top line revenue by removing the volatility that is associated with certain non-recurring and other discrete items.

The efficiency ratio and pre-tax, pre-provision adjusted earnings also allow management to benchmark performance of our model to our peers without the influence of the loan loss provision and tax considerations, which will ultimately influence other traditional financial measurements, including ROA and ROE.

The pre-tax, pre-provision adjusted earnings allows management to benchmark performance of our model to our peers without the influence of the loan loss provision and tax considerations, which will ultimately influence other traditional financial measurements, including ROA and ROCE.

The information provided below reconciles the efficiency ratio to its most comparable GAAP measure.

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Please refer to the Non-Interest Income and Non-Interest Expense sections below for discussion on additional drivers of the year-over-year change in the efficiency ratio and pre-tax, pre-provision adjusted earnings.

For the Three Months Ended March 31,

2022 2021 $ Change % Change

For the Three Months Ended June 30, For the Six Months Ended June 30,

2022 2021 $ Change % Change 2022 2021 $ Change % Change

(Dollars in Thousands)

Total non-interest expense $ 19,456 $ 18,184 $ 1,272 7.0% $ 38,280 $ 35,514 $ 2,766 7.8%

Net loss on foreclosed properties 12 3 9 NM

Net loss (gain) on foreclosed properties 8 (1) 9 NM 20 1 19 NM

Amortization of other intangible assets

— 8 (8) (100.0)

SBA recourse benefit (76) (130) 54 (41.5)

— 8 (8) NM — 15 (15) NM

SBA recourse provision 114 245 (131) (53.5) 38 115 (77) (67.0)

Tax credit investment impairment recovery (351) — (351) NM (351) — (351) NM

Total operating expense $ 19,685 $ 17,932 $ 1,753 9.8 $ 38,573 $ 35,383 $ 3,190 9.0

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Total non-interest income 6,872 6,321 551 8.7 14,258 13,516 742 5.5

Net gain (loss) on sale of securities — — — NM

Net gain on sale of securities — 29 (29) NM — 29 (29) NM

Adjusted non-interest income 6,872 6,292 580 9.2 $ 14,258 $ 13,487 $ 771 5.7

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NM = Not Meaningful

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PPP loans, related fees, and interest income had a material impact on the prior period comparisons in the table above.

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The improvement in efficiency and pre-tax, pre-provision profitability, excluding the impact of PPP loans, was primarily due to the aforementioned increase in net interest income driven by an increase in average loans and leases receivable.

For the Three Months Ended March 31,

2022 2021 $ Change % Change

For the Three Months Ended June 30, For the Six Months Ended June 30,

2022 2021 $ Change % Change 2022 2021 $ Change % Change

(Dollars in Thousands)

Total non-interest expense $ 19,456 $ 18,184 $ 1,272 7.0% $ 38,280 $ 35,514 $ 2,766 7.8%

Net loss on foreclosed properties 12 3 9 NM

Net loss on foreclosed properties 8 (1) 9 NM 20 1 19 NM

Amortization of other intangible assets

— 8 (8) (100.0)

SBA recourse benefit (76) (130) 54 (41.5)

— 8 (8) NM — 15 (15) NM

SBA recourse provision 114 245 (131) (53.5) 38 115 (77) (67.0)

Tax credit investment impairment recovery (351) — (351) NM (351) — (351) NM

Total operating expense $ 19,685 $ 17,932 $ 1,753 9.8 $ 38,573 $ 35,383 $ 3,190 9.0

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Total non-interest income 6,872 6,321 551 8.7 14,258 13,516 742 5.5

Net gain (loss) on sale of securities — — — NM

Net gain on sale of securities — 29 (29) NM — 29 (29) NM

Adjusted non-interest income 6,872 6,292 580 9.2 14,258 13,487 771 5.7

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Pre-tax, pre-provision adjusted return on average assets 1.57 % 1.15 % 1.51 % 1.24 %

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NM = Not Meaningful

Excluding the impact of PPP in periods of comparison, we believe the Corporation will generate positive operating leverage on an annual basis and progress towards enhancing the long-term efficiency ratio at a measured pace as we focus on strategic initiatives directed toward revenue growth, process improvement, and automation.

These initiatives include efforts to grow our existing specialized lending revenues, increase our commercial banking market share, and scale our private wealth management business.

Net Interest Income

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Net interest income is sensitive to changes in market rates of interest and the asset/liability management processes to prepare for and respond to such changes.

The following table provides information with respect to (1) the change in net interest income attributable to changes in rate (changes in rate multiplied by prior volume) and (2) the change in net interest income attributable to changes in volume (changes in volume multiplied by prior rate) for the three months ended March 31, 2022 compared to the same period in 2021.

The following table provides information with respect to (1) the change in net interest income attributable to changes in rate (changes in rate multiplied by prior volume) and (2) the change in net interest income attributable to changes in volume (changes in volume multiplied by prior rate) for the three and six months ended June 30, 2022 compared to the same period in 2021.

The change in net interest income attributable to changes in rate and volume (changes in rate multiplied by changes in volume) has been allocated to the rate and volume changes in proportion to the relationship of the absolute dollar amounts of the change in each.

Increase (Decrease) for the Three Months Ended March 31,

2022 Compared to 2021

Rate Volume Net

Increase (Decrease) for the Three Months Ended June 30, Increase (Decrease) for the Six Months Ended June 30,

2022 Compared to 2021 2022 Compared to 2021

Rate Volume Net Rate Volume Net

(In Thousands)

5 unchanged sentences

Direct financing leases (1)

3 (49) (46) 14 (115) (101)

Consumer and other loans (1)

(3) 54 51 (2) 91 89

Total loans and leases receivable 1,744 352 2,096 1,586 787 2,373

14 unchanged sentences

Junior subordinated notes (2)

— (277) (277) 327 (375) (48)

Total net change in expense on interest-bearing liabilities

2 unchanged sentences

(1) The average balances of loans and leases include non-accrual loans and leases and loans held for sale.

(2) Rate column includes $236,000 in accelerated amortization of debt issuance costs.

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The tables below shows our average balances, interest, average yields/rates, net interest margin, and the spread between the combined average yields earned on interest-earning assets and average rates on interest-bearing liabilities for the three months ended March 31, 2022 and 2021.

(2) The rate column for the three and six months ended June 30, 2022 includes $12,000 and $248,000 in accelerated amortization of debt issuance costs, respectively.

The tables below show our average balances, interest, average yields/rates, net interest margin, and the spread between the combined average yields earned on interest-earning assets and average rates on interest-bearing liabilities for the three and six months ended June 30, 2022 and 2021.

The average balances are derived from average daily balances.

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Balance Interest Average

48 unchanged sentences

Return on average assets (4)

Return on average equity (4)

Return on average common equity (4)

Average equity to average assets 9.03 8.33

6 unchanged sentences

(4) Represents annualized yields/rates.

(5) The calculation for the three months ended March 31, 2022 includes $236,000 in accelerated amortization of debt issuance costs.

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Comparison of Net Interest Income for the Three Months Ended March 31, 2022 and 2021

Net interest income increased $563,000, or 2.7%, during the three months ended March 31, 2022 compared to the three months ended March 31, 2021.

Excluding the one-time accelerated debt issuance costs, net interest income grew by 3.8% compared to the prior year period.

The increase in net interest income reflected an increase in average gross loans and leases and a decrease in interest expense, partially offset by a decrease in the yield on average interest-earning assets and reduction in fees in lieu of interest.

Fees in lieu of interest, which can vary from quarter to quarter, totaled $1.3 million for the three months ended March 31, 2022, compared to $3.1 million for the same period in 2021.

Excluding fees in lieu of interest and interest income from PPP loans in both periods of comparison, and the aforementioned accelerated debt issuance costs, net interest income increased $3.1 million, or 18.3%.

Average gross loans and leases for the three months ended March 31, 2022 increased $61.7 million, or 2.8%, compared to the three months ended March 31, 2021.

Excluding net PPP loans, average gross loans and leases for the three months ended March 31, 2022 increased $283.0 million, or 14.6%, compared to the three months ended March 31, 2021.

The yield on average loans and leases for the three months ended March 31, 2022 was 4.11%, compared to 4.18% for the three months ended March 31, 2021.

Excluding the impact of loan fees in lieu of interest and PPP loan interest income, the yield on average loans and leases excluding net PPP loans for the three months ended March 31, 2022 was 3.91%, compared to 3.94% for the three months ended March 31, 2021.

Similarly, the yield on average interest-earning assets for the three months ended March 31, 2022 measured 3.84%, compared to 3.93% three months ended March 31, 2021.

Excluding loan fees in lieu of interest and PPP loan interest income, the yield on average interest-earning assets excluding net PPP loans for the three months ended March 31, 2022 was 3.66%, compared to 3.69% for the three months ended March 31, 2021.

The decline in yields for both periods of comparison was primarily due to the renewal of fixed-rate loans and reinvestment of cash flows from the securities portfolio at historically low interest rates.

The average rate paid on total interest-bearing liabilities for the three months ended March 31, 2022 decreased to 0.62% from 0.65% for the three months ended March 31, 2021.

Total interest-bearing liabilities include interest-bearing deposits, federal funds purchased, FHLB advances, subordinated and junior subordinated notes payable, and other borrowings.

The average rate paid declined as the Corporation maintained low deposit rates over the period of comparison and renewed maturing FHLB advances at historically low fixed rates.

In addition to the reduction in deposit rates and FHLB advance renewals, average wholesale deposits, which are typically longer duration and therefore a higher cost funding source than in-market deposits, decreased $150.5 million, or 90.3%.

Net interest margin decreased five basis points to 3.39% for the three months ended March 31, 2022, compared to 3.44% for the three months ended March 31, 2021.

Adjusted net interest margin measured 3.24% for the three months ended March 31, 2022, compared to 3.20% for the three months ended March 31, 2021.

(5) The calculation for the three months ended June 30, 2022 includes $12,000 in accelerated amortization of debt issuance costs.

For the Six Months Ended June 30,

Balance Interest Average

Yield/Rate (4)

Balance Interest Average

Yield/Rate (4)

(Dollars in Thousands)

Interest-earning assets

Commercial real estate and other mortgage loans (1)

$ 1,466,017 $ 28,689 3.91 % $ 1,371,744 $ 25,615 3.73 %

Commercial and industrial loans (1)

726,376 18,811 5.18 765,117 19,500 5.10

Direct financing leases (1)

16,030 365 4.55 21,071 466 4.42

Consumer and other loans (1)

50,449 894 3.54 45,335 805 3.55

Total loans and leases receivable (1)

2,258,872 48,759 4.32 2,203,267 46,386 4.21

Mortgage-related securities (2)

180,832 1,564 1.73 156,249 1,297 1.66

Other investment securities (3)

52,584 475 1.81 41,871 372 1.78

FHLB and FRB stock 15,688 398 5.07 13,323 329 4.94

Short-term investments 30,321 70 0.46 39,922 22 0.11

Total interest-earning assets 2,538,297 51,266 4.04 2,454,632 48,406 3.94

Non-interest-earning assets 153,316 144,741

Total assets $ 2,691,613 $ 2,599,373

Interest-bearing liabilities

Transaction accounts $ 517,923 597 0.23 $ 510,024 498 0.20

Money market accounts 775,808 848 0.22 660,319 557 0.17

Certificates of deposit 63,098 169 0.54 51,677 288 1.11

Wholesale deposits 14,282 210 2.94 164,654 619 0.75

Total interest-bearing deposits 1,371,111 1,824 0.27 1,386,674 1,962 0.28

FHLB advances 417,518 2,702 1.29 386,371 2,533 1.31

Other borrowings 45,694 1,149 5.03 29,886 844 5.65

Junior subordinated notes (5)

4,898 504 20.58 10,064 552 10.97

Total interest-bearing liabilities 1,839,221 6,179 0.67 1,812,995 5,891 0.65

Non-interest-bearing demand deposit accounts

559,793 506,767

Other non-interest-bearing liabilities 50,117 65,146

Total liabilities 2,449,131 2,384,908

Stockholders’ equity 242,482 214,465

Total liabilities and stockholders’ equity

$ 2,691,613 $ 2,599,373

Net interest income $ 45,087 $ 42,515

Interest rate spread 3.37 % 3.29 %

Net interest-earning assets $ 699,076 $ 641,637

Net interest margin 3.55 % 3.46 %

Average interest-earning assets to average interest-bearing liabilities

138.01 % 135.39 %

Return on average assets (4)

Return on average common equity (4)

Average equity to average assets 9.01 8.25

Non-interest expense to average assets (4)

(1) The average balances of loans and leases include non-accrual loans and leases and loans held for sale.

Interest income related to non-accrual loans and leases is recognized when collected.

Interest income includes net loan fees in lieu of interest.

(2) Includes amortized cost basis of assets available-for-sale and held-to-maturity.

(3) Yields on tax-exempt municipal securities are not presented on a tax-equivalent basis in this table.

(4) Represents annualized yields/rates.

(5) The calculation for the six months ended June 30, 2022 includes $248,000 in accelerated amortization of debt issuance costs.

Comparison of Net Interest Income for the Three and Six Months Ended June 30, 2022 and 2021

Net interest income increased $2.0 million, or 9.3%, and $2.6 million, or 6.0%, during the three and six months ended June 30, 2022, respectively, compared to the three and six months ended June 30, 2021.

The increase in net interest income reflected an increase in average gross loans and leases and an increase in net interest margin, partially offset by a reduction in fees in lieu of interest.

Fees in lieu of interest, which can vary from quarter to quarter, totaled $1.9 million and $3.2 million for the three and six months ended June 30, 2022, respectively, compared to $3.5 million and $6.6 million for the same periods in 2021.

Excluding fees in lieu of interest and interest income from PPP loans, net interest income for the three and six months ended June 30, 2022 increased $4.2 million, or 24.0%, and $7.1 million, or 20.5%, respectively.

Average gross loans and leases for the three and six months ended June 30, 2022 increased $49.6 million, or 2.2%, and $55.6 million, or 2.5%, respectively, compared to the three and six months ended June 30, 2021.

Excluding net PPP loans, average gross loans and leases for the three and six months ended June 30, 2022 increased $267.1 million, or 13.4%, and $275.0 million, or 14.0%, respectively, compared to the three and six months ended June 30, 2021.

Net interest margin increased to 3.71% and 3.55% for the three and six months ended June 30, 2022, respectively, compared to 3.49% and 3.46% for the three and six months ended June 30, 2021.

The primary driver of improved net interest margin was a low deposit beta and higher earning asset yields in the current rising rate environment.

The change in the rate paid on interest-bearing liabilities compared to the change in short-term market rates is commonly referred to as a beta.

The Corporation uses the daily average effective federal funds rate for purposes of estimating interest-bearing liability betas.

Adjusted net interest margin measured 3.45% and 3.35% for the three and six months ended June 30, 2022, respectively, compared to 3.20% for both the three and six months ended June 30, 2021.

Adjusted net interest margin is a non-GAAP measure representing net interest income excluding the fees in lieu of interest and other recurring, but volatile, components of net interest margin divided by average interest-earning assets less average net PPP loans, if any, and other recurring, but volatile, components of average interest-earning assets.

The increase in adjusted net interest margin was primarily due to a decrease in the average rate paid on total bank funding driven by in-market deposit growth, partially offset by a decrease in the average yield on loans and leases receivable.

Excluding the one-time accelerated debt issuance amortization costs, adjusted net interest margin was 3.28%.

Management believes its success in growing in-market deposits, disciplined loan pricing, and increased production in existing higher-yielding specialized lending lines of business will allow the Corporation to achieve a net interest margin of at least 3.50%, on average, over the long-term.

The yield on average loans and leases for the three and six months ended June 30, 2022 was 4.52% and 4.32%, respectively, compared to 4.24% and 4.21% for the three and six months ended June 30, 2021.

Excluding the impact of loan fees in lieu of interest and PPP loan interest income, the yield on average loans and leases excluding net PPP loans for the three and six months ended June 30, 2022 was 4.21% and 4.06%, respectively, compared to 3.91% and 3.92% for the three and six months ended June 30, 2021.

Similarly, the yield on average interest-earning assets for the three and six months ended June 30, 2022 measured 4.24% and 4.04%, respectively, compared to 3.96% and 3.94% for the three and six months ended June 30, 2021.

Excluding loan fees in lieu of interest and the impact of PPP loans, the yield on average interest-earning assets for the three and six months ended June 30, 2022 was 3.96% and 3.81%, respectively, compared to 3.64% and 3.66% for the three and six months ended June 30, 2021.

The increase in yields was primarily due to rising rates on variable-rate loans, following the Federal Open Market Committee’s (“FOMC”) decision to raise the target Fed Funds rate 150 basis points during the first half of 2022, as well as the reinvestment of cash flows from the securities and fixed-rate loan portfolios in a rising rate environment.

The rate paid on average interest-bearing in-market deposits for the three and six months ended June 30, 2022 increased to 0.29% and 0.24%, respectively, from 0.21% and 0.22% for the three and six months ended June 30, 2021.

The average rate paid on total interest-bearing liabilities for the three and six months ended June 30, 2022 increased to 0.73% and 0.67%, respectively, from 0.65% for both the three and six months ended June 30, 2021.

Total interest-bearing liabilities include interest-bearing deposits, federal funds purchased, FHLB advances, subordinated and junior subordinated notes payable, and other borrowings.

The average rates paid increased commensurate with the increase in short-term market rates and the renewal of maturing FHLB advances at higher fixed rates.

The daily average effective federal funds rate for the three and six months ended June 30, 2022 increased 70 and 38 basis points, respectively, compared to the same periods in 2021.

This equates to a beta of 11% and 5% for the three and six months ended June 30, 2022, respectively, on interest-bearing in-market deposits.

Management believes its success in growing in-market deposit relationships, disciplined loan pricing, and increased production in existing higher-yielding specialized lending lines of business will allow the Corporation to maintain a net interest margin of at least 3.50%, on average, over the long-term;

however, the collection of loan fees in lieu of interest is an expected source of volatility to quarterly net interest income and net interest margin.

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Refer to Allowance for Loan and Lease Losses , below, for further information regarding our allowance for loan and lease loss methodology.

Table of Content s

The Corporation recognized a $855,000 provision benefit for the three months ended March 31, 2022, compared to a benefit of $2.1 million for the three months ended March 31, 2021.

The provision benefit for the three months ended March 31, 2022 was primarily due to a $416,000 reduction due to qualitative risk factor improvements, a net decrease in specific reserves of $280,000, a $206,000 reduction in the general reserve from improving historical loss rates, and net recoveries of $188,000.

These decreases were partially offset by a $235,000 increase in the general reserve due to loan growth.

The following table shows the components of the provision for loan and lease losses for the three months ended March 31, 2022 compared to the three months ended March 31, 2021.

For the Three Months Ended March 31,

The Corporation recognized a $3.7 million and $4.6 million provision benefit for the three and six months ended June 30, 2022, respectively, compared to a benefit of $1.0 million and $3.0 million for the three and six months ended June 30, 2021.

The provision benefit for the three months ended June 30, 2022 was primarily due to a net recovery of $4.2 million and a $185,000 reduction due to qualitative risk factor improvements, partially offset by a $527,000 increase in the general reserve due to loan growth.

The provision benefit for the six months ended June 30, 2022 was primarily due to a net recovery of $4.4 million, a $601,000 reduction due to qualitative risk factor improvements, and a $251,000 net decrease in specific reserves, partially offset by a $762,000 increase in the general reserve due to loan growth.

The net recovery for the three and six months ended June 30, 2022 included a $4.1 million principal recovery relating to a legacy SBA relationship originated in May 2016 and fully charged-off in December 2020.

The following table shows the components of the provision for loan and lease losses for the three and six months ended June 30, 2022 compared to the three months ended June 30, 2021.

For the Three Months Ended June 30, For the Six Months Ended June 30,

2022 2021 2022 2021

(In Thousands)

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Total provision for loan and lease losses $ (3,727) $ (958) $ (4,582) $ (3,026)

The addition of specific reserves on impaired loans represents new specific reserves established when collateral shortfalls or government guaranty deficiencies are present, while conversely the release of specific reserves represents the reduction of previously established reserves that are no longer required.

The addition of specific reserves on impaired loans represents new specific reserves established when collateral shortfalls or government guaranty deficiencies are present, while the release of specific reserves represents the reduction of previously established reserves that are no longer required.

Changes in the allowance for loan and lease losses due to subjective factor changes reflect management’s evaluation of the level of risk within the portfolio based upon several factors for each portfolio segment.

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Refer to Asset Quality , below, for further information regarding the overall credit quality of our loan and lease portfolio.

Comparison of Non-Interest Income for the Three Months Ended March 31, 2022 and 2021

Comparison of Non-Interest Income for the Three and Six Months Ended June 30, 2022 and 2021

Non-Interest Income

Non-interest income increased $191,000, or 2.7%, to $7.4 million for the three months ended March 31, 2022 compared to $7.2 million for the same period in 2021.

Non-interest income increased $551,000, or 8.7%, to $6.9 million for the three months ended June 30, 2022 compared to $6.3 million for the same period in 2021.

The increase in total non-interest income for the three months ended June 30, 2022 was due to increases in private wealth management services fee income, loan fee income, service charges on deposits, and commercial loan swap fee income.

These favorable variances were partially offset by a decrease in gains on the sale of SBA loans.

Non-interest income for the six months ended June 30, 2022 increased $742,000, or 5.5%, to $14.3 million compared to $13.5 million for the same period in 2021.

The increase in total non-interest income for the six months ended June 30, 2022 reflected strong private wealth management services fee income, an increase in other non-interest income, led by mezzanine fund investment income, and an increase in commercial loan swap fee income, loan fee income, and service charges on deposits.

These favorable variances were partially offset by a decrease in gains on the sale of SBA loans.

Management continues to focus on revenue growth from multiple non-interest income sources in order to maintain a diversified revenue stream through greater contributions from fee-based revenues.

Total non-interest income accounted for 25.6% of total revenues for the three months ended March 31, 2022 and March 31, 2021.

The increase in total non-interest income for the three months ended March 31, 2022 primarily reflected strong private wealth management services fee income, an increase in other non-interest income, led by mezzanine fund investment income, and an increase in loan fees.

These favorable variances were partially offset by a decrease in gains on the sale of SBA loans and a decrease in commercial loan interest rate swap fee income.

Table of Content s

Total non-interest income accounted for 22.5% and 24.0% of total revenues for the three and six months ended June 30, 2022, respectively, compared to 22.6% and 24.1% for the three and six months ended June 30, 2021.

The components of non-interest income were as follows:

For the Three Months Ended March 31,

2022 2021 $ Change % Change

For the Three Months Ended June 30, For the Six Months Ended June 30,

2022 2021 $ Change % Change 2022 2021 $ Change % Change

(Dollars in Thousands)

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Increase in cash surrender value of bank-owned life insurance

349 350 (1) (0.3)

Swap fees 225 684 (459) (67.1)

350 350 — NM 698 699 (1) (0.1)

Net gain (loss) on sale of securities — 29 (29) NM — 29 (29) NM

Swap fees 471 — 471 NM 697 684 13 1.9

Other non-interest income 510 485 25 5.2 2,244 1,699 545 32.1

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(1) Fee income ratio is fee income, per the above table, divided by top line revenue (defined as net interest income plus non-interest income).

Private wealth management service fees increased $434,000, or 18.0% for the three months ended March 31, 2022, compared to the three months ended March 31, 2021.

Private wealth management service fees increased $108,000, or 3.9%, and $542,000, or 10.5%, for the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021.

Private wealth management fee income is primarily driven by the amount of assets under management and administration, as well as the mix of business at different fee structures, and can be positively or negatively influenced by the timing and magnitude of volatility within the capital markets.

This increase was driven by growth in assets under management and administration attributable to new client relationships.

As of March 31, 2022, private wealth and trust assets under management and administration totaled $2.834 billion, increasing $447.5 million, or 18.8%, compared to $2.387 billion as of March 31, 2021.

Gain on sale of SBA loans for the three months ended March 31, 2022 decreased $493,000, or 45.7%, compared to the same period in 2021.

Management believes SBA 7a loan production, while variable based on timing of closings, will continue to increase on an annual basis at a measured pace.

Loan fees increased $107,000, or 19.6%, for the three months ended March 31, 2022, compared to same period in 2021.

The increase was principally due to an increase in conventional, SBA, and floorplan financing activity generating additional processing and service fee income.

Other non-interest income increased by $521,000 to $1.7 million for the three months ended March 31, 2022, compared to $1.2 million for the same period in 2021.

The increase was as primarily due to an increase in returns from the Corporation’s investments in mezzanine funds.

Commercial loan interest rate swap fee income was $225,000 for the three months ended March 31, 2022, compared to $684,000 for the same period in 2021.

As of June 30, 2022, private wealth and trust assets under management and administration totaled $2.554 billion, decreasing $10.6 million, or 0.4%, compared to $2.564 billion as of June 30, 2021, as new client relationships and new money from existing clients was more than offset by the decline in market values.

Commercial loan interest rate swap fee income was $471,000 and $697,000 for the three and six months ended June 30, 2022, respectively, compared to no activity for the three months ended June 30, 2021 and $684,000 for the six months ended June 30, 2021.

We originate commercial real estate loans in which we offer clients a floating rate and an interest rate swap.

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The execution of these transactions generates swap fee income.

The aggregate amortizing notional value of interest rate swaps with various borrowers was $626.8 million as of March 31, 2022, compared to $645.1 million as of March 31, 2021.

Interest rate swaps can be an attractive product for our commercial borrowers, although associated fee income can be variable from period to period based on client demand and the interest rate environment in any given quarter.

Table of Content s

Comparison of Non-Interest Expense for the Three Months Ended March 31, 2022 and 2021

The aggregate amortizing notional value of interest rate swaps with various borrowers was $646.1 million as of June 30, 2022, compared to $637.0 million as of June 30, 2021.

Interest rate swaps can be an attractive product for our commercial borrowers, although associated fee income can be variable from period to period based on loan activity and the interest rate environment in any given quarter.

Loan fees increased $128,000, or 22.5%, and $235,000, or 21.1%, for the three and six months ended June 30, 2022, respectively, compared to same periods in 2021.

The increase was due to an increase in conventional, SBA, and floorplan financing activity generating additional service fee income.

Service charges on deposits increased $100,000, or 10.6%, and $181,000, or 9.7%, for the three and six months ended June 30, 2022, respectively, compared to same periods in 2021.

The increase was due to an increase in new client relationships and the addition of new services to existing client relationships.

Other non-interest income increased $25,000, or 5.2%, and $545,000, or 32.1% for the three and six months ended June 30, 2022, respectively, compared to the same periods in 2021.

The increase for the six months ended June 30, 2022 was primarily due to above average returns from the Corporation’s investments in mezzanine funds.

Gain on sale of SBA loans for the three and six months ended June 30, 2022 decreased $252,000, or 20.9%, and $744,000, or 32.6%, respectively, compared to the same periods in 2021.

Comparison of Non-Interest Expense for the Three and Six Months Ended June 30, 2022 and 2021

Non-Interest Expense

Non-interest expense for the three months ended March 31, 2022 increased by $1.5 million, or 8.6%, to $18.8 million compared to $17.3 million for the same period in 2021.

Operating expense, which excludes certain one-time and discrete items as defined in the Efficiency Ratio table above, increased $1.4 million, or 8.2%, to $18.9 million for the three months ended March 31, 2022 compared to $17.4 million for the same period in 2021.

The increase in operating expense was primarily due to an increase in compensation, professional fees, marketing, and other non-interest expense.

Non-interest expense for the three and six months ended June 30, 2022 increased by $1.3 million, or 7.0%, and $2.8 million, or 7.8%, respectively, compared to the same periods in 2021.

Operating expense, which excludes certain one-time and discrete items as defined in the Efficiency Ratio table above, increased $1.8 million, or 9.8%, and $3.2 million, or 9.0%, for the three and six months ended June 30, 2022, respectively, compared to the same periods in 2021.

The increase in operating expense was primarily due to an increase in compensation, professional fees, and marketing expenses.

The components of non-interest expense were as follows :

For the Three Months Ended March 31,

2022 2021 $ Change % Change

For the Three Months Ended June 30, For the Six Months Ended June 30,

2022 2021 $ Change % Change 2022 2021 $ Change % Change

(Dollars in Thousands)

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FDIC insurance 296 280 16 5.7 610 642 (32) (5.0)

Collateral liquidation costs 16 94 (78) (83.0)

Net loss on foreclosed properties 12 3 9 NM

Other non-interest expense

4 unchanged sentences

Full-time equivalent employees

333 319 333 319

(1) Total operating expense represents total non-interest expense, adjusted to exclude the impact of discrete items as previously defined in the non-GAAP efficiency ratio calculation, above.

Compensation expense for the three months ended March 31, 2022 was $13.6 million, an increase of $981,000, or 7.8%, compared to $12.7 million for the three months ended March 31, 2021.

The increase reflects above average annual merit increases, reflecting the competitive job market, as well as payroll taxes paid in the quarter on a record annual cash bonus plan payout, and an expanded workforce.

Average full-time equivalent employees for the three months ended March 31, 2022 increased to 310, up 1.6%, compared to 305 for the three months ended March 31, 2021.

We expect to continue investing in existing and new talent to support our long-term strategic plan.

Professional fees increased $304,000, or 35.1%, to $1.2 million for the three months ended March 31, 2022, compared to $866,000 for the three months ended March 31, 2021.

The increase was principally due to an increase in legal expenses related to a historic tax credit investment, an increase in audit expenses, and a general increase in other professional and consulting services for various projects.

Marketing expense increased $109,000, or 27.9%, for the three months ended March 31, 2022, compared to the three months ended March 31, 2021 primarily due to an increase in business development activities as the Corporation continues to return to pre-pandemic spending levels.

Other non-interest expense increased $239,000, or 87.2% to $513,000 for the three months ended March 31, 2022, compared to $274,000 for the three months ended March 31, 2021 partially due to an increase in travel expense.

In addition, the three months ended March 31, 2021 included a reduction in credit valuation adjustment (“CVA”) related to the commercial loan interest rate swap program.

The CVA can vary from period to period based on the size of the portfolio, credit metrics, and the interest rate environment in any given quarter.

Table of Content s

Income tax expense totaled $2.2 million for the three months ended March 31, 2022 compared to an income tax expense of $3.1 million for the three months ended March 31, 2021.

The effective tax rate, excluding discrete items, for the three months ended March 31, 2022 was 23.5% compared to 23.4% for the three months ended March 31, 2021.

For 2022, the Corporation expects to report an effective tax rate of 23%-24%, excluding discrete items, as management intends to continue actively pursuing tax credit opportunities.

Compensation expense for the three and six months ended June 30, 2022 increased $765,000, or 5.8%, and $1.7 million, or 6.7%, respectively, compared to the three and six months ended June 30, 2021.

The increase reflects above average

annual merit and market increases, reflecting the competitive job market, as well as an increase in the annual cash incentive compensation bonus accrual related to performance and hiring to support the Bank’s growth plans.

Management believes there will be upward pressure on compensation throughout the remainder of the year as the Bank continues to opportunistically invest in new talent and retain existing talent in the competitive market.

Average full-time equivalent employees for the three months ended June 30, 2022 increased to 321, up 2.89%, compared to 312 for the three months ended June 30, 2021.

Professional fees increased $385,000, or 42.2%, and $690,000, or 38.8%, for the three and six months ended June 30, 2022, respectively, compared to the three and six months ended June 30, 2021.

The increase was primarily due to an increase in recruiting expense, audit expenses, and a general increase in other professional consulting services for various projects.

Marketing expense increased $159,000, or 31.1%, and $268,000, or 29.7%, for the three and six months ended June 30, 2022, respectively, compared to the three and six months ended June 30, 2021.

The increase was primarily due to an increase in business development efforts as the Corporation returns to pre-pandemic spending levels.

Income tax expense totaled $5.8 million for the six months ended June 30, 2022 compared to an income tax expense of $5.6 million for the six months ended June 30, 2021.

The effective tax rate for the six months ended June 30, 2022 was 23.7% compared to 23.6% for the six months ended June 30, 2021.

For 2022, the Corporation expects to report an effective tax rate of approximately 23% as management intends to continue actively pursuing tax credit opportunities.

Generally, the provision for income taxes is determined by applying an estimated annual effective income tax rate to income before taxes and adjusting for discrete items.

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Financial Condition

Total assets increased by $71.2 million, or 2.7%, to $2.724 billion as of March 31, 2022 compared to $2.653 billion at December 31, 2021.

The increase in total assets was primarily driven by short-term investments, securities, and loans and leases receivable.

Total liabilities increased by $58.5 million, or 2.4%, to $2.479 billion at March 31, 2022 compared to $2.420 billion at December 31, 2021.

The increase in total liabilities was principally due to an increase in deposits and other borrowings, partially offset by a decrease in junior subordinated debentures.

Total stockholders’ equity increased by $12.6 million, or 5.4%, to $245.1 million at March 31, 2022 compared to $232.4 million at December 31, 2021.

The increase in total stockholders’ equity was due to retention of earnings and issuance of preferred stock, partially offset by dividends paid to common stockholders.

Total assets increased by $124.1 million, or 4.7%, to $2.777 billion as of June 30, 2022 compared to $2.653 billion at December 31, 2021.

The increase in total assets was primarily driven by an increase in cash and loans and leases receivable.

Total liabilities increased by $106.6 million, or 4.4%, to $2.527 billion at June 30, 2022 compared to $2.420 billion at December 31, 2021.

The increase in total liabilities was principally due to an increase in FHLB advances and subordinated debentures, partially offset by a decrease in deposits and payoff of junior subordinated debentures.

Total stockholders’ equity increased by $17.5 million, or 7.5%, to $249.9 million at June 30, 2022 compared to $232.4 million at December 31, 2021.

The increase in total stockholders’ equity was due to retention of earnings and issuance of preferred stock, partially offset by unrealized losses on available-for-sale securities and dividends paid to common stockholders.

Cash and Cash Equivalents

Cash and cash equivalents include short-term investments and cash and due from banks.

Short-term investments increased by $28.1 million to $75.5 million at March 31, 2022 from $47.4 million at December 31, 2021.

The increase in short-term investments was primarily due to solid in-market deposit growth and elevated loan payoffs.

Cash and due from banks increased $29.6 million to $39.3 million at June 30, 2022 principally due to a routine temporary increase in cash related to client funds in-transit.

Short-term investments increased by $8.8 million to $56.2 million at June 30, 2022 from $47.4 million at December 31, 2021.

Our short-term investments primarily consist of interest-bearing deposits held at the FRB.

We value the safety and soundness provided by the FRB, and therefore, we incorporate short-term investments in our on-balance sheet liquidity program.

As of March 31, 2022 and December 31, 2021, interest-bearing deposits held at the FRB were $74.9 million and $47.0 million, respectively.

As of June 30, 2022 and December 31, 2021, interest-bearing deposits held at the FRB were $55.5 million and $47.0 million, respectively.

In general, the level of our cash and short-term investments will be influenced by the timing of deposit gathering, scheduled maturities of wholesale deposits, funding of loan and lease growth, and the level of our securities portfolio.

Please refer to the section entitled Liquidity and Capital Resources for further discussion.

Total securities, including available-for-sale and held-to-maturity, increased by $15.5 million, or 6.9%, to $240.9 million, or 8.8% of total assets at March 31, 2022 compared to $225.4 million, or 8.5% of total assets at December 31, 2021.

During the three months ended March 31, 2022 we recognized unrealized losses of $12.5 million before income taxes through other comprehensive income, compared to unrealized losses of $2.2 million for the same period in 2021.

As of March 31, 2022 and December 31, 2021, our overall securities portfolio, including available-for-sale securities and held-to-maturity securities, had an estimated weighted-average expected maturity of 6.0 years and 5.7 years, respectively.

Total securities, including available-for-sale and held-to-maturity, decreased by $2.8 million, or 1.3%, to $222.6 million, or 8.0% of total assets at June 30, 2022 compared to $225.4 million, or 8.5% of total assets at December 31, 2021.

During the six months ended June 30, 2022 the Corporation recognized unrealized losses of $19.7 million before income taxes through other comprehensive income, compared to unrealized losses of $1.6 million for the same period in 2021.

These unrealized losses are solely driven by the recent shift in interest rates.

As of June 30, 2022 and December 31, 2021, our overall securities portfolio, including available-for-sale securities and held-to-maturity securities, had an estimated weighted-average expected maturity of 6.3 years and 5.7 years, respectively.

Our investment philosophy remains as stated in our most recent Annual Report on Form 10-K.

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On a quarterly basis, we validate the reasonableness of prices received from this source through independent verification, data integrity validation primarily through comparison of current price to an expectation-based analysis of movement in prices based upon the changes in the related yield curves, and other market factors.

No securities within our portfolio were deemed to be other-than-temporarily impaired as of March 31, 2022.

Table of Content s

No securities within our portfolio were deemed to be other-than-temporarily impaired as of June 30, 2022.

Loans and Leases Receivable

Loans and leases receivable, net of allowance for loan and lease losses, increased by $12.5 million to $2.228 billion at March 31, 2022 from $2.215 billion at December 31, 2021 which was driven by commercial loan growth, partially offset by elevated loan payoffs and PPP loan forgiveness.

Loans and leases receivable, net of allowance for loan and lease losses and excluding net PPP loans, increased by $21.6 million to $2.209 billion at March 31, 2022 from $2.188 billion at December 31, 2021.

The Corporation experienced elevated loan payoffs of nearly $90 million during the three months ended March 31, 2022, compared to just over $30 million for the three months ended December 31, 2021.

These elevated levels of payoffs primarily stem from the sales of businesses and real estate properties, which can be variable depending on market conditions.

Loans and leases receivable, net of allowance for loan and lease losses, increased by $50.9 million, or to $2.266 billion at June 30, 2022 from $2.215 billion at December 31, 2021 which was driven by commercial loan growth, partially offset by PPP loan forgiveness.

Loans and leases receivable, net of allowance for loan and lease losses and excluding net PPP loans, increased by $70.0 million to $2.258 billion at June 30, 2022 from $2.188 billion at December 31, 2021.

Total commercial real estate (“CRE”) loans increased $33.9 million to $1.488 billion, up from $1.455 billion at December 31, 2021.

Owner occupied CRE and construction financing drove CRE loan growth as of March 31, 2022, increasing $18.6 million, and $20.6 million, respectively, from December 31, 2021, partially offset by a $17.6 million and $5.2 million decline in multi-family and non-owner occupied CRE loans, respectively.

There continues to be a concentration in CRE loans which represented 65.8% and 65.8% of our total loans, excluding net PPP loans, as of March 31, 2022 and December 31, 2021, respectively.

As of March 31, 2022, 17.3% of the CRE loans were owner-occupied CRE, compared to 16.2% as of December 31, 2021.

Owner occupied CRE and construction financing drove CRE loan growth as of June 30, 2022, increasing $22.8 million, and $24.1 million, respectively, from December 31, 2021, partially offset by a $5.7 million and $9.5 million decline in multi-family and non-owner occupied CRE loans, respectively.

There continues to be a concentration in CRE loans which represented 65.2% and 65.8% of our total loans, excluding net PPP loans, as of June 30, 2022 and December 31, 2021, respectively.

As of June 30, 2022, 17.4% of the CRE loans were owner-occupied CRE, compared to 16.2% as of December 31, 2021.

We consider owner-occupied CRE more characteristic of the Corporation’s C&I portfolio as, in general, the client’s primary source of repayment is the cash flow from the operating entity occupying the commercial real estate property.

Excluding net PPP loans, C&I loans decreased $1.0 million, to $702.5 million from $703.5 million at December 31, 2021.

Despite the aforementioned elevated payoffs, management believes the timely prior-period investments in the Corporation’s specialized lending business lines, such as dealer floorplan financing, small-ticket equipment vendor financing, accounts receivable financing, and asset based lending have positioned C&I lending for strong and sustainable growth in 2022 and beyond.

Including net PPP loans, our C&I portfolio decreased $10.1 million to $720.7 million from $730.8 million at December 31, 2021.

Excluding PPP loans, C&I loans increased $30.1 million, to $733.1 million from $703.0 million at December 31, 2021.

Despite elevated payoffs during the first quarter of 2022, management believes timely prior-period investments in conventional and specialized commercial lending has positioned C&I lending for strong and sustainable growth in 2022 and beyond.

Including PPP loans, our C&I portfolio increased $10.5 million to $741.4 million from $730.8 million at December 31, 2021.

We will continue to actively pursue C&I loans across the Corporation as this segment of our loan and lease portfolio provides an attractive yield commensurate with an appropriate level of credit risk and creates opportunities for in-market deposit, treasury management, and private wealth management relationships which generate additional fee revenue.

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Business development officers have no individual lending authority limits.

In addition, we make every reasonable effort to ensure that there is appropriate collateral or a government guarantee at the time of origination to protect our interest in the related loan or lease.

We make every reasonable effort to ensure that there is appropriate collateral or a government guarantee at the time of origination to protect our interest in the related loan or lease.

To monitor the ongoing credit quality of our loans and leases, each credit is evaluated for proper risk rating using a nine grade risk rating system at the time of origination, subsequent renewal, evaluation of updated financial information from our borrowers, or as other circumstances dictate.

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The types of loans and leases we originate and the various risks associated with these originations remain consistent with information previously outlined in our most recent Annual Report on Form 10-K.

As of March 31, 2022, deposits increased by $65.8 million, or 13.4% annualized, to $2.024 billion from $1.958 billion at December 31, 2021, primarily due to a $20.7 million and $52.5 million increase in transaction accounts and money market accounts, respectively, partially offset by a decrease in wholesale deposits of $17.3 million.

The large increase in deposits was primarily due to successful business development efforts as the Bank’s deposit-centric sales strategy, led by treasury management sales, contributed to growth across the majority of in-market deposit categories.

Period-end deposit balances associated with in-market relationships will fluctuate based upon maturity of time deposits, client demands for the use of their cash, and our ability to maintain existing and new client relationships.

As of June 30, 2022, deposits decreased by $88.6 million to $1.869 billion from $1.958 billion at December 31, 2021, primarily due to a $108.5 million and $22.7 million decrease in transaction accounts and money market accounts, respectively, partially offset by a $59.9 million increase in certificates of deposit.

The decline in balances was due to movement of client deposits to investment alternatives, seasonality within the Bank’s municipality clients, tax payments, and normal course of business for continuing client relationships.

Management believes the Bank’s deposit-centric sales strategy, led by treasury management sales, will contribute to a net increase in deposits annually;

however, period-end deposit balances associated with in-market relationships will fluctuate based upon maturity of time deposits, client demands for the use of their cash, and our ability to maintain existing and new client relationships.

Our strategic efforts remain focused on adding in-market deposit relationships.

We measure the success of in-market deposit gathering efforts based on the number and average balances of our deposit accounts as compared to ending balances due to the volatility of some of our larger relationships.

The Bank’s average in-market deposits, consisting of all transaction accounts, money market accounts, and certificates of deposit, were approximately $1.933 billion for the three months ended March 31, 2022, up 14.1% annualized, compared to $1.867 billion for the three months ended December 31, 2021.

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The Bank’s average in-market deposits, consisting of all transaction accounts, money market accounts, and certificates of deposit, were $1.917 billion for the six months ended June 30, 2022 compared to $1.729 billion for the six months ended June 30, 2021.

FHLB Advances and Other Borrowings

As of March 31, 2022, FHLB advances and other borrowings increased by $11.0 million, or 2.7%, to $414.5 million from $403.5 million at December 31, 2021.

While total wholesale funding as a percentage of total bank funding has decreased meaningfully overall due to significant in-market deposit growth, we continue to replace our maturing brokered certificates of deposit with FHLB advances at lower rates, as needed, to match-fund fixed rate loans and mitigate interest rate risk.

Total bank funding is defined as total deposits plus FHLB advances.

As of March 31, 2022 and December 31, 2021, the Corporation had other borrowings of $9.8 million and $10.4 million respectively, which consisted of sold loans which were accounted for as a secured borrowing, because they did not qualify for true sale accounting, in addition to borrowings associated with our investment in a community development entity.

The Corporation completed a private placement of $20.0 million in new subordinated debt to one institutional investor.

Management plans to use a portion of the proceeds during the second quarter of 2022 to redeem $9.1 million of subordinated notes bearing a fixed interest rate of 6.00%.

As of June 30, 2022, FHLB advances and other borrowings increased by $193.2 million, or 47.9%, to $596.6 million from $403.5 million at December 31, 2021.

The FHLB advances were used to fund the seasonal decline of in-market deposits and to match-fund existing and new fixed-rate loan growth to mitigate interest risk.

As of June 30, 2022 and December 31, 2021, the Corporation had other borrowings of $8.3 million and $10.4 million respectively, which consisted of sold loans which were accounted for as a secured borrowing, because they did not qualify for true sale accounting, and borrowings associated with our investment in a community development entity.

On March 4, 2022, the Corporation completed a private placement of $20.0 million in new subordinated debt to one institutional investor.

Management used a portion of the proceeds during the second quarter of 2022 to redeem $9.1 million of subordinated notes bearing a fixed interest rate of 6.00%.

The subordinated note bears a fixed interest rate of 3.50% with a maturity date of March 15, 2032 and has certain performance debt covenants of which the Corporation was in compliance as of March 31, 2022.

The Corporation may, at its option, redeem the note, in whole or part, at any time after the fifth anniversary of issuance.

As of March 31, 2022, $771,000 of debt issuance cost remain in the subordinated note payable balance, and $480,000 is related to the recently issued subordinated note.

When and if the $9.1 million subordinated debt is redeemed during the second quarter of 2022, the Corporation will accelerate the amortization of approximately $12,000 in prior debt issuance costs.

Consistent with our funding philosophy to manage interest rate risk, we will use the most efficient and cost effective source of wholesale funds.

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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 June 30, 2022, the Corporation paid $246,000 in preferred cash dividends.

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.

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The Board approved Bank policies allow the Bank to participate in hedging strategies or to use financial futures, options, forward commitments, or interest rate swaps.

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The Corporation’s derivative financial instruments, under which the Corporation is required to either receive cash from or pay cash to counterparties depending on changes in interest rates applied to notional amounts, are carried at fair value on the consolidated balance sheets.

As of March 31, 2022, the aggregate amortizing notional value of interest rate swaps with various commercial borrowers was approximately $626.8 million, compared to $640.6 million as of December 31, 2021.

As of June 30, 2022, the aggregate amortizing notional value of interest rate swaps with various commercial borrowers was approximately $646.1 million, compared to $640.6 million as of December 31, 2021.

We receive fixed rates and pay floating rates based upon designated benchmark interest rates on the swaps with commercial borrowers.

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Commercial borrower swaps are completed independently with each borrower and are not subject to master netting arrangements.

As of March 31, 2022, the commercial borrower swaps were reported on the Consolidated Balance Sheet as a derivative asset of $7.7 million and as a derivative liability of $24.9 million compared to a derivative asset and liability of $26.3 million and $6.6 million, respectively, as of December 31, 2021.

As of June 30, 2022, the commercial borrower swaps were reported on the Consolidated Balance Sheet as a derivative asset of $3.2 million and as a derivative liability of $40.4 million compared to a derivative asset and liability of $26.3 million and $6.6 million, respectively, as of December 31, 2021.

On the offsetting swap contracts with dealer counterparties, we pay fixed rates and receive floating rates based upon designated benchmark interest rates.

These interest rate swaps also have maturity dates between May 2024 and March 2038.

Dealer counterparty swaps are subject to master netting agreements among the contracts within our Bank and were reported on the Consolidated Balance Sheet as a net derivative asset of $17.2 million as of March 31, 2022, compared to a net derivative liability of $19.7 million as of December 31, 2021.

The gross amount of dealer counterparty swaps as of March 31, 2022, without regard to the enforceable master netting agreement, was a gross derivative liability of $7.7 million and a gross derivative asset of $24.9 million, compared to a gross derivative liability of $26.3 million and gross derivative asset of $6.6 million as of December 31, 2021.

Dealer counterparty swaps are subject to master netting agreements among the contracts within our Bank and were reported on the Consolidated Balance Sheet as a net derivative asset of $37.1 million as of June 30, 2022, compared to a net derivative liability of $19.7 million as of December 31, 2021.

The gross amount of dealer counterparty swaps as of June 30, 2022, without regard to the enforceable master netting agreement, was a gross derivative liability of $3.2 million and a gross derivative asset of $40.4 million, compared to a gross derivative liability of $26.3 million and gross derivative asset of $6.6 million as of December 31, 2021.

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.

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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 affects earnings.

As of March 31, 2022, the aggregate notional value of interest rate swaps designated as cash flow hedges was $109.4 million.

As of June 30, 2022, the aggregate notional value of interest rate swaps designated as cash flow hedges was $124.4 million.

These interest rate swaps mature between December 2022 and March 2034.

A pre-tax unrealized gain of $3.9 million was recognized in other comprehensive income for the three months ended March 31, 2022 and there was no ineffective portion of these hedges.

A pre-tax unrealized gain of $1.7 million and $5.7 million was recognized in other comprehensive income for the three and six months ended June 30, 2022, respectively, and there was no ineffective portion of these hedges.

The Corporation also enters into interest rate swaps to mitigate market value volatility on certain long-term fixed securities.

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As of March 31, 2022, the aggregate notional value of interest rate swaps designated as fair value hedges was $12.5 million.

As of June 30, 2022, the aggregate notional value of interest rate swaps designated as fair value hedges was $12.5 million.

These interest rate swaps mature between February 2031 and October 2034.

A pre-tax unrealized loss of $50,000 was recognized in other comprehensive income for the three months ended March 31, 2022 and there was no ineffective portion of these hedges.

A pre-tax unrealized loss of $376,000 was recognized in other comprehensive income for the six months ended June 30, 2022 and there was no ineffective portion of these hedges.

For further information and discussion of our derivatives, see Note 13 — Derivative Financial Instruments of the Consolidated Financial Statements.

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Asset Quality

Impaired Assets

Total impaired assets consisted of the following at March 31, 2022 and December 31, 2021, respectively:

Total impaired assets consisted of the following at June 30, 2022 and December 31, 2021, respectively:

2022 December 31,

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Allowance for loan and lease losses to non-accrual loans and leases 431.58 382.76

Net PPP loans outstanding as of March 31, 2022 and December 31, 2021, were $18.2 million and $27.3 million, respectively.

Net PPP loans outstanding as of June 30, 2022 and December 31, 2021, were $8.2 million and $27.3 million, respectively.

The following asset quality ratios exclude net PPP loans as they are fully guaranteed by the SBA:

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Allowance for loan and lease losses to gross loans and leases 1.06 1.10

Non-accrual loans decreased $741,000, or 11.7%, to $5.6 million at March 31, 2022, compared to $6.4 million at December 31, 2021.

Non-accrual loans decreased $773,000, or 12.2%, to $5.6 million at June 30, 2022, compared to $6.4 million at December 31, 2021.

The decrease in non-accrual loans was principally due to loan payoffs, loans returning to accrual status, and $85,000 of charge-offs.

The Corporation’s non-accrual loans as a percentage of total gross loans and leases measured 0.25% and 0.28% at March 31, 2022 and December 31, 2021, respectively.

Non-accrual loans as a percentage of total gross loans and leases, excluding net PPP loans, was 0.25% and 0.29% at March 31, 2022 and December 31, 2021, respectively.

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of March 31, 2022 and December 31, 2021, $621,000 and $627,000 of non-accrual loans and leases were considered TDRs, respectively.

The Corporation’s non-accrual loans as a percentage of total gross loans and leases measured 0.24% and 0.28% at June 30, 2022 and December 31, 2021, respectively.

Non-accrual loans as a percentage of total gross loans and leases, excluding net PPP loans, was 0.24% and 0.29% at June 30, 2022 and December 31, 2021, respectively.

June 30, 2022 and December 31, 2021, $615,000 and $627,000 of non-accrual loans and leases were considered TDRs, respectively.

We use a wide variety of available metrics to assess the overall asset quality of the portfolio and no one metric is used independently to make a final conclusion as to the asset quality of the portfolio.

Non-performing assets as a percentage of total assets decreased to 0.21% at March 31, 2022 from 0.25% at December 31, 2021.

As of March 31, 2022, the payment performance of our loans and leases did not point to any new areas of concern, as approximately 99.9% of the total portfolio was in a current payment status, compared to 99.8% as of December 31, 2021.

Non-performing assets as a percentage of total assets was 0.21% and 0.25% at June 30, 2022 and December 31, 2021, respectively.

As of June 30, 2022, the payment performance of our loans and leases did not point to any new areas of concern, as approximately 99.0% of the total portfolio was in a current payment status, compared to 99.8% as of December 31, 2021.

We also monitor asset quality through our established categories as defined in Note 5 – Loan and Lease Receivables, Impaired Loans and Leases and Allowance for Loan and Lease Losses of the Consolidated Financial Statements.

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We are proactively working with our impaired loan borrowers to find meaningful solutions to difficult situations that are in the best interests of the Bank.

As of March 31, 2022, as well as in all previous reporting periods, there were no loans over 90 days past due and still accruing interest.

As of June 30, 2022, as well as in all previous reporting periods, there were no loans over 90 days past due and still accruing interest.

Loans and leases greater than 90 days past due are considered impaired and are placed on non-accrual status.

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The following represents additional information regarding our impaired loans and leases:

As of and for the Three Months Ended March 31, As of and for the

As of and for the Six Months Ended June 30, As of and for the

Year Ended December 31,

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Allowance for Loan and Lease Losses

The allowance for loan and lease losses decreased $667,000, or 2.7%, to $23.7 million as of March 31, 2022 from $24.3 million as of December 31, 2021.

The allowance for loan and lease losses as a percentage of gross loans and leases decreased to 1.05% as of March 31, 2022 from 1.09% as of December 31, 2021.

The allowance for loan and lease losses as a percentage of gross loans and leases, excluding net PPP loans, was 1.06% as of March 31, 2022 compared to 1.10% as of December 31, 2021.

The allowance for loan and lease losses decreased $232,000, or 1.0%, to $24.1 million as of June 30, 2022 from $24.3 million as of December 31, 2021.

The allowance for loan and lease losses as a percentage of gross loans and leases decreased to 1.05% as of June 30, 2022 from 1.09% as of December 31, 2021.

The allowance for loan and lease losses as a percentage of gross loans and leases, excluding net PPP loans, was 1.06% as of June 30, 2022 compared to 1.10% as of December 31, 2021.

The decrease in allowance for loan and lease losses as a percent of gross loans and leases was principally due to the net decrease in specific reserves and qualitative risk factor improvements.

These general and specific reserve releases were partially offset primarily by an increase in general reserve commensurate with loan growth.

All loan segments experienced a reduction in historical loss factors as the look-back period continued to roll off the Corporation’s higher loss rates from the Great Recession.

Absent any significant charge-offs, management believes this will continue in 2022.

These general and specific reserve releases were partially offset by an increase in general reserve commensurate with loan growth.

The majority of loan segments experienced a reduction in historical loss factors as the look-back period continued to roll off the Corporation’s higher loss rates from the Great Recession.

There have been no substantive changes to our methodology for estimating the appropriate level of allowance for loan and lease loss reserves from what was previously outlined in our most recent Annual Report on Form 10-K.

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During the three months ended March 31, 2022, we recorded net recoveries on impaired loans and leases of $188,000, comprised of $22,000 of charge-offs and $210,000 of recoveries.

While we likely will continue to experience some level of periodic charge-offs in the future, as exit strategies are considered and executed, management believes charge-offs in the foreseeable future will remain at low levels based on total non-accrual loans and leases as a percentage of gross loans and leases of 0.25% at March 31, 2022;

which is the Corporation’s lowest level of non-accrual loans since the fourth quarter of 2006.

During the six months ended June 30, 2022, we recorded net recoveries on impaired loans and leases of $4.4 million, comprised of $107,000 of charge-offs and $4.5 million of recoveries.

While we likely will continue to experience some level of periodic charge-offs in the future as exit strategies are considered and executed, based on current economic conditions, management believes net charge-offs will remain at low levels in the near term.

Loans and leases with previously established specific reserves, however, may ultimately result in a charge-off under a variety of scenarios.

As of March 31, 2022 and December 31, 2021, our ratio of allowance for loan and lease losses to total non-accrual loans and leases was 421.38% and 382.76%, respectively.

As of June 30, 2022 and December 31, 2021, our ratio of allowance for loan and lease losses to total non-accrual loans and leases was 431.58% and 382.76%, respectively.

This ratio increased primarily due to the substantial decrease in non-accrual loans and leases discussed above, in comparison to the decrease in the allowance for loan and leases losses.

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Conversely, if we identify further impaired loans, this ratio could fall if the impaired loans are adequately collateralized and therefore require no specific or general reserve.

Given our business practices and evaluation of our existing loan and lease portfolio, we believe this coverage ratio is appropriate for the probable losses inherent in our loan and lease portfolio as of March 31, 2022.

To determine the level and composition of the allowance for loan and lease losses, we break out the portfolio by segments with similar risk characteristics.

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When it is determined that we will not receive our entire contractual principal or the loss is confirmed, we record a charge against the allowance for loan and lease loss reserve to bring the loan or lease to its net realizable value.

Many of the impaired loans as of March 31, 2022 are collateral dependent.

Many of the impaired loans as of June 30, 2022 are collateral dependent.

It is typically part of our process to obtain appraisals on impaired loans and leases that are primarily secured by real estate or equipment at least annually, or more frequently as circumstances warrant.

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Foreclosure actions may have been initiated on certain of these commercial real estate and other mortgage loans.

As a result of our review process, we have concluded an appropriate allowance for loan and lease losses for the existing loan and lease portfolio was $23.7 million, or 1.05% of gross loans and leases, at March 31, 2022.

As a result of our review process, we have concluded an appropriate allowance for loan and lease losses for the existing loan and lease portfolio was $24.1 million, or 1.05% of gross loans and leases, at June 30, 2022.

However, given ongoing complexities with current workout situations and the uncertainty surrounding future economic conditions, further charge-offs, and increased provisions for loan and lease losses may be recorded if additional facts and circumstances lead us to a different conclusion.

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These agencies could require certain loan and lease balances to be classified differently or charged off when their credit evaluations differ from those of management, based on their judgments about information available to them at the time of their examination.

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A summary of the activity in the allowance for loan and lease losses follows:

As of and for the Three Months Ended March 31,

As of and for the Three Months Ended June 30, As of and for the Six Months Ended June 30,

2022 2021 2022 2021

(Dollars in Thousands)

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Home equity and second mortgages — — — —

Other — (24) — (24)

Total charge-offs (85) (2,894) (107) (3,038)

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Home equity and second mortgages — — — 1

Other 9 1 19 1

Total recoveries 4,247 545 4,457 3,218

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Annualized net (recoveries) charge-offs as a percent of average gross loans and leases, excluding average net PPP loans (0.74) % 0.47 % (0.39) % (0.02) %

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Liquidity and Capital Resources

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While the Bank is subject to certain generally applicable regulatory limitations regarding its ability to pay dividends to the Corporation, we do not believe that the Corporation will be adversely affected by these dividend limitations.

The Corporation’s principal liquidity requirements at March 31, 2022 were the interest payments due on subordinated notes and cash dividends payable to both common and preferred stockholders.

The capital ratios of the Bank met all applicable regulatory capital adequacy requirements in effect on March 31, 2022, and continue to meet the heightened requirements imposed by Basel III, including the capital conservation buffer.

The Corporation’s principal liquidity requirements at June 30, 2022 were the interest payments due on subordinated notes and cash dividends payable to both common and preferred stockholders.

The capital ratios of the Bank met all applicable regulatory capital adequacy requirements in effect on June 30, 2022, and continue to meet the heightened requirements imposed by Basel III, including the capital conservation buffer.

The Corporation’s Board and management teams adhere to the appropriate regulatory guidelines on decisions which affect their capital positions, including but not limited to, decisions relating to the payment of dividends and increasing indebtedness.

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We define our on-balance sheet liquidity as the total of our short-term investments, our unencumbered securities available-for-sale, and our unencumbered pledged loans.

As of March 31, 2022 and December 31, 2021, our immediate on-balance sheet liquidity was $638.9 million and $529.5 million, respectively.

At March 31, 2022 and December 31, 2021, the Bank had $74.9 million and $47.0 million on deposit with the FRB recorded in short-term investments, respectively.

As of June 30, 2022 and December 31, 2021, our immediate on-balance sheet liquidity was $413.0 million and $529.5 million, respectively.

At June 30, 2022 and December 31, 2021, the Bank had $55.5 million and $47.0 million on deposit with the FRB recorded in short-term investments, respectively.

Any excess funds not used for loan funding or satisfying other cash obligations were maintained as part of our on-balance sheet liquidity in our interest-bearing accounts with the FRB, as we value the safety and soundness provided by the FRB.

We plan to utilize excess liquidity to fund loan and lease portfolio growth, pay down maturing debt, allow run off of maturing wholesale certificates of deposit or invest in securities to maintain adequate liquidity at an improved margin.

We had $373.7 million of outstanding wholesale funds at March 31, 2022, compared to $398.4 million of wholesale funds as of December 31, 2021, which represented 15.7% and 17.1%, respectively, of ending balance total bank funding.

We had $566.4 million of outstanding wholesale funds at June 30, 2022, compared to $398.4 million of wholesale funds as of December 31, 2021, which represented 23.4% and 17.1%, respectively, of ending balance total bank funding.

Wholesale funds include FHLB advances, brokered certificates of deposit, and deposits gathered from internet listing services.

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The short-term FHLB advances will typically have terms of one week to one month to cover the overall expected funding demands.

Period-end in-market deposits increased $83.1 million, or 17.2% annualized, to $2.011 billion at March 31, 2022 from $1.928 billion at December 31, 2021 as in-market deposit balances increased due to successful business development efforts.

Our in-market relationships continue to grow;

however, deposit balances associated with those relationships will fluctuate.

We expect to establish new client relationships and continue marketing efforts aimed at increasing the balances in existing clients’ deposit accounts.

Period-end in-market deposits decreased $71.3 million, or 3.7%, to $1.857 billion at June 30, 2022 from $1.928 billion at December 31, 2021.

The decline was due to movement of deposits to investment alternatives and to pay taxes, seasonality within the Bank’s municipality clients, and normal course of business for continuing client relationships.

The decline in in-market deposits was not the result of the loss of any significant client relationships, and we expect to continue to establish new client relationships and increase deposit balances with existing clients’ accounts.

Nonetheless, we will continue to use wholesale funds in specific maturity periods, typically three to five years, needed to effectively mitigate the interest rate risk measured through our asset/liability management process or in shorter time periods if in-market deposit balances decline.

In order to provide for ongoing liquidity and funding, all of our wholesale certificates of deposit do not allow for withdrawal at the option of the depositor before the stated maturity (with the exception of deposits accumulated through the internet listing service which have the same early withdrawal privileges and fees as do our other in-market deposits) and FHLB advances with contractual maturity terms.

In order to provide for ongoing liquidity and funding, none of our wholesale certificates of deposit allow for withdrawal at the option of the depositor before the stated maturity (with the exception of deposits accumulated through the internet listing service which have the same early withdrawal privileges and fees as do our other in-market deposits) and FHLB advances with contractual maturity terms.

The Bank limits the percentage of wholesale funds to total bank funds in accordance with liquidity policies approved by its Board.

The Bank was in compliance with its policy limits as of March 31, 2022.

The Bank was able to access the wholesale funding market as needed at rates and terms comparable to market standards during the year ended March 31, 2022.

The Bank was in compliance with its policy limits as of June 30, 2022.

The Bank was able to access the wholesale funding market as needed at rates and terms comparable to market standards during the year ended June 30, 2022.

In the event that there is a disruption in the availability of wholesale funds at maturity, the Bank has managed the maturity structure, in compliance with our approved liquidity policy, so at least one year of maturities could be funded through on-balance sheet liquidity.

These potential funding sources include deposits maintained at the FRB or Federal Reserve Discount Window utilizing currently unencumbered securities and acceptable loans as collateral.

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As of March 31, 2022, the available liquidity was in excess of the stated policy minimum.

As of June 30, 2022, the available liquidity was in excess of the stated policy minimum.

We believe the Bank will also have access to the unused federal funds lines, cash flows from borrower repayments, and cash flows from security maturities.

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We believe that the Bank has sufficient liquidity to match the balance of net withdrawable deposits and short-term borrowings in light of present economic conditions and deposit flows.

As previously announced, effective March 4, 2022, the Corporation’s Board authorized the repurchase by the Corporation of shares of its common stock with a maximum aggregate purchase price of $5.0 million, effective March 4, 2022 through March 4, 2023.

During March, the Corporation repurchased a total of 4,502 shares for approximately $148,000 at an average cost of $32.87 per share.

During the three months ended March 31, 2022, operating activities resulted in a net cash inflow of $2.1 million, which included net income of $8.7 million, partially offset by a $7.0 million net decrease in other liabilities primarily due to a reduction in annual cash bonus and profit sharing accruals.

Net cash used by investing activities for the three months ended March 31, 2022 was $40.1 million primarily due to investments made in securities available for sale and net loan disbursements.

Net cash provided by financing activities was $76.5 million for the three months ended March 31, 2022 primarily due to a net increase in deposits and private placement to institutional investors of $32.5 million in new capital consisting of $20.0 million of subordinated note and $12.5 million of preferred stock, partially offset by the redemption of trust preferred securities and related payoff of junior subordinated debentures, and a net reduction in FHLB advances.

During the six months ended June 30, 2022, operating activities resulted in a net cash inflow of $16.8 million, which included net income of $19.9 million, partially offset by a $4.6 million provision for loan and lease loss benefit.

Net cash used by investing activities for the six months ended June 30, 2022 was $79.4 million primarily due to investments made in securities available for sale, net loan disbursements, and a net increase in FHLB stock.

Net cash provided by financing activities was $101.0 million for the six months ended June 30, 2022 primarily due to a net increase in FHLB advances, partially offset by a net decrease in deposits.

Please refer to the Consolidated Statements of Cash Flows included in PART I., Item 1 for further details regarding significant sources of cash flow for the Corporation.

Contractual Obligations and Off-Balance Sheet Arrangements

As of March 31, 2022, there were no material changes to our contractual obligations and off-balance sheet arrangements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.

As of June 30, 2022, there were no material changes to our contractual obligations and off-balance sheet arrangements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.

We continue to believe that we have adequate capital and liquidity available from various sources to fund projected contractual obligations and commitments.

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What changed 10-Q

Item 2. Management’s Discussion and Analysis