What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-07-28 compared with 2023-04-28 · 325 added, 262 removed, 452 unchanged (56% 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, wage pressures, and the adverse effects of the COVID-19 pandemic on the global, national, and local economy.

• Adverse changes in the economy or business conditions, either nationally or in our markets including, without limitation, inflation, supply chain issues, labor shortages, or any future public health epidemics.

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

6 unchanged sentences

• Failure to comply with the applicable SBA regulations in order to maintain the eligibility of the guaranteed portions of SBA loans.

• Recent volatility in the banking sector may result in new legislation, regulations or policy changes that could subject the Corporation and the Bank to increased government regulation and supervision.

• The proportion of the Corporation’s deposit account balances that exceed FDIC insurance limits may expose the Bank to enhanced liquidity risk.

• The Corporation may be subject to increases in FDIC insurance assessments as a result of the recent bank failures.

These risks could cause actual results to differ materially from what we have anticipated or projected.

These risk factors and uncertainties should be carefully considered by our stockholders and potential investors.

See Part I, Item 1A — Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022 and Part II, Item 1A — Risk Factors below for discussion relating to risk factors impacting us.

These risk factors and uncertainties should be carefully considered by our shareholders and potential investors.

See Part I, Item 1A — Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022, Part II, Item 1A — Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and in this report, below, for discussion relating to risk factors impacting us.

Investors should not place undue reliance on any such forward-looking statements, which speak only as of the date made.

The factors described within this Form 10-Q could affect our financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods.

These factors could affect our financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods.

Where any such forward-looking statement includes a statement of the assumptions or bases underlying such forward-looking statement, we caution that, while our management believes such assumptions or bases are reasonable and are made in good faith, assumed facts or bases can vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending on the circumstances.

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Financial Performance Summary

Results as of and for the three months ended March 31, 2023 include:

• Net income available to common shareholders totaled $8.8 million, or diluted earnings per share of $1.05, for the three months ended March 31, 2023, compared to $8.7 million, or diluted earnings per share of $1.02, for the same period in 2022.

• Annualized return on average assets (“ROA”) for the three months ended March 31, 2023 measured 1.17% compared to 1.30% for the same period in 2022.

Results as of and for the three and six months ended June 30, 2023 include:

• Net income available to common shareholders totaled $8.1 million, or diluted earnings per share of $0.98, for the three months ended June 30, 2023, compared to $11.0 million, or diluted earnings per share of $1.29, for the same period in 2022.

Net income available to common shareholders totaled $16.9 million, or diluted earnings per share of $2.02, for the six months ended June 30, 2023, compared to $19.6 million, or diluted earnings per share of $2.31, for the same period in 2022.

• Annualized return on average assets (“ROAA”) for the three months ended June 30, 2023 measured 1.04% compared to 1.61% for the same period in 2022.

Annualized ROAA for the six months ended June 30, 2023 measured 1.10% compared to 1.46% for the same period in 2022.

• Return on average common equity (“ROACE”) is defined as net income available to common shareholders divided by average equity less average preferred stock, if any.

ROACE was 13.96% for the three months ended March 31, 2023, compared to 14.70% for the same period in 2022.

• Pre-tax, pre-provision (“PTPP”) adjusted earnings, which excludes certain one-time and discrete items, and PTPP ROA were $13.3 million and 1.79%, respectively, for the three months ended March 31, 2023, increasing $3.4 million and 30 basis points from the same period in 2022.

• Fees in lieu of interest, defined as prepayment fees, asset-based loan fees, non-accrual interest, and loan fee amortization, totaled $651,000 for the three months ended March 31, 2023, compared to $1.3 million for the same period in 2022.

• Net interest margin was 3.86% for the three months ended March 31, 2023 compared to 3.39% for the same period in 2022.

Adjusted net interest margin, which excludes certain one-time and volatile items, was 3.74% for the three months ended March 31, 2023, up from 3.22% for the same period in 2022.

• Top line revenue, defined as net interest income plus non-interest income, totaled $35.1 million for the three months ended March 31, 2023, up $6.3 million, or 21.9% from the same period in 2022.

• Effective tax rate was 23.82% for the three months ended March 31, 2023 compared to 20.03% for the same period in 2022.

• Provision for credit losses was an expense of $1.6 million for the three months ended March 31, 2023 compared to a benefit of $855,000 for the same period in 2022.

• Total assets at March 31, 2023 increased $187.8 million, or 25.2% annualized, to $3.164 billion from $2.977 billion at December 31, 2022.

• Period-end gross loans and leases receivable increased $96.1 million, or 15.7% annualized, to $2.539 billion as of March 31, 2023 compared to $2.443 billion as of December 31, 2022.

Average gross loans and leases of $2.481 billion increased $236.6 million, or 10.5%, for the three months ended March 31, 2023, compared to $2.245 billion for the same period in 2022.

• Non-performing assets were $3.5 million and 0.11% of total assets as of March 31, 2023, compared to $3.8 million and 0.13% of total assets as of December 31, 2022.

ROACE was 12.58% for the three months ended June 30, 2023, compared to 18.79% for the same period in 2022.

ROACE was 13.26% for the six months ended June 30, 2023, compared to 16.74% for the same period in 2022.

• Pre-tax, pre-provision (“PTPP”) adjusted earnings, which excludes certain one-time and discrete items, and PTPP ROAA were $13.5 million and 1.72%, respectively, for the three months ended June 30, 2023, increasing $2.6 million and 12 basis points from the same period in 2022.

PTPP and PTPP ROAA were $26.8 million and 1.75%, respectively, for the six months ended June 30, 2023, increasing $6.0 million and 21 basis points from the same period in 2022.

• Fees in lieu of interest, defined as prepayment fees, asset-based loan fees, non-accrual interest, and loan fee amortization, totaled $936,000 for the three months ended June 30, 2023, compared to $1.9 million for the same period in 2022.

Fees in lieu of interest totaled $1.6 million for the six months ended June 30, 2023, compared to $3.2 million for the same period in 2022.

• Net interest margin was 3.81% for the three months ended June 30, 2023 compared to 3.71% for the same period in 2022.

Adjusted net interest margin, which excludes certain one-time and volatile items including fees in lieu of interest, was 3.63% for the three months ended June 30, 2023, up from 3.44% for the same period in 2022.

Net interest margin was 3.83% for the six months ended June 30, 2023 compared to 3.55% for the same period in 2022.

Adjusted net interest margin, which excludes certain one-time and volatile items, was 3.69% for the six months ended June 30, 2023, up from 3.33% for the same period in 2022.

• Top line revenue, defined as net interest income plus non-interest income, totaled $35.1 million for the three months ended June 30, 2023, up $4.6 million, or 15.0% from the same period in 2022.

Top line revenue totaled $70.2 million for the six months ended June 30, 2023, up $10.9 million, or 18.4% from the same period in 2022.

• Effective tax rate was 24.3% for the six months ended June 30, 2023 compared to 23.7% for the same period in 2022.

• Provision for credit losses was an expense of $2.2 million for the three months ended June 30, 2023 compared to a benefit of $3.7 million for the same period in 2022.

Provision for credit losses was an expense of $3.8 million for the six months ended June 30, 2023 compared to a benefit of $4.6 million for the same period in 2022.

• Total assets at June 30, 2023 increased $289.1 million, or 19.4% annualized, to $3.266 billion from $2.977 billion at December 31, 2022.

• Period-end gross loans and leases receivable increased $231.2 million, or 18.9% annualized, to $2.674 billion as of June 30, 2023 compared to $2.443 billion as of December 31, 2022.

Average gross loans and leases of $2.533

billion increased $273.6 million, or 12.1%, for the six months ended June 30, 2023, compared to $2.259 billion for the same period in 2022.

• Non-performing assets were $15.8 million and 0.48% of total assets as of June 30, 2023, compared to $3.8 million and 0.13% of total assets as of December 31, 2022.

• The allowance for credit losses, including reserve for unfunded credit commitments, increased $5.5 million compared to December 31, 2022.

The allowance for credit losses increased to 1.11% of total loans, compared to 0.99% at December 31, 2022.

• Period-end in-market deposits at March 31, 2023 increased $88.8 million, or 18.1% annualized, to $2.055 billion from $1.966 billion as of December 31, 2022.

Average in-market deposits of $2.001 billion increased $68.0 million, or 3.5%, for the three months ended March 31, 2023, compared to $1.933 billion for the same period in 2022.

• Private wealth and trust assets under management and administration increased by $144.1 million, or 22.6% annualized, to $2.804 billion at March 31, 2023, compared to $2.660 billion at December 31, 2022.

Assets under management and administration decreased $29.9 million compared to the same period in 2022.

Private wealth management service fees decreased $187,000, or 6.6%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022.

Response to Banking Liquidity Events

Two bank failures occurring in March 2023 prompted industry concern regarding bank deposit funding, liquidity sources, and capital adequacy.

In addition to an increased focus on client relationships, management has reviewed deposit composition, sources of liquidity, and securities and capital.

As the Bank focuses on commercial banking clientele, the client deposit balances are naturally larger in size than those of peer banks with retail banking operations.

Thus, the Bank has long offered extended deposit insurance products to protect clients’ operating business assets, beyond the FDIC limit.

As of March 31, 2023, the Corporation had the following deposit composition and depositor insurance status:

Deposit composition

(in thousands) March 31,

2023 December 31,

2022 September 30,

2022 June 30,

2022 March 31,

Non-interest-bearing transaction accounts

$ 471,904 $ 537,107 $ 564,141 $ 544,507 $ 600,987

Interest-bearing transaction accounts

612,500 576,601 461,883 466,785 539,492

Money market accounts 662,157 698,505 742,545 731,718 806,917

Certificates of deposit 308,191 153,757 160,655 114,000 63,977

Wholesale deposits 422,088 202,236 158,321 12,321 12,321

Total deposits $ 2,476,840 $ 2,168,206 $ 2,087,545 $ 1,869,331 $ 2,023,694

Uninsured deposits 941,375 951,739 1,007,935 935,101 1,099,505

Uninsured deposits as a percent of total deposits 38.0 % 43.9 % 48.3 % 50.0 % 54.3 %

Extended deposit insurance (1)

567,390 495,621 439,092 461,372 470,140

(1) Included in interest-bearing transaction accounts and certificates of deposit balances above.

Management regularly reviews all primary and secondary sources of liquidity in preparation for any unforeseen funding needs, such as potential fallout from recent market events.

These are prioritized based on available capacity, term flexibility, and cost.

At March 31, 2023, the Company’s liquidity position included record in-market deposits of $2.055 billion, up $88.8 million over prior quarter, and total deposits of $2.477 billion.

As detailed below, readily available liquidity of $656.6 million at March 31, 2023 is also up compared to $449.6 million at December 31, 2022.

Management has not accessed the Federal Reserve’s Bank Term Funding Program as of March 31, 2023.

Sources of liquidity

(in thousands) March 31,

2023 December 31,

2022 September 30,

2022 June 30,

2022 March 31,

Short-term investments $ 159,859 $ 76,871 $ 86,707 $ 56,233 $ 75,514

Collateral value of unencumbered pledged loans 296,393 184,415 289,513 174,315 361,487

Market value of unencumbered securities 200,332 188,353 173,013 182,429 201,896

Readily available liquidity 656,584 449,639 549,233 412,977 638,897

Fed fund lines 45,000 45,000 45,000 45,000 45,000

Excess brokered CD capacity 1

1,027,869 1,162,241 1,100,369 1,112,386 1,275,931

Total liquidity $ 1,729,453 $ 1,656,880 $ 1,694,602 $ 1,570,363 $ 1,959,828

Uninsured deposits 941,375 951,739 1,007,935 935,101 1,099,505

(1) Bank internal policy limits brokered CDs to 50% of total bank funding when combined with FHLB advances.

The Bank is required by federal regulation to maintain sufficient liquidity to ensure safe and sound operations.

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.

Securities and Capital

The Bank holds $248.5 million in its investment securities portfolio which is 7.9% of our total assets, with a total portfolio mark-to-market (“MTM”) adjustment of 9% as of March 31, 2023.

Further, the Corporation has grown tangible book value by 12.2% over the past twelve months.

Modeling in the full MTM adjustments on our balance sheet produced a similarly strong capital result as of March 31, 2023;

fully-marked tangible common equity to tangible assets (“TCE”) totaled 7.56%, compared to our reported ratio of 7.69%, both of which fall within management’s target TCE range of 7.5%-8.5%.

The Company’s capital ratios continued to exceed the highest required regulatory benchmark levels.

Capital ratios remain strong with the voluntary inclusion of mark-to-market adjustments on the full balance sheet.

Capital Ratios

As of and for the Three Months Ended

2023 December 31,

2022 September 30,

2022 June 30,

2022 March 31,

Total capital to risk-weighted assets 11.04 % 11.26 % 11.66 % 11.56 % 11.87 %

Tier I capital to risk-weighted assets 9.01 % 9.20 % 9.48 % 9.34 % 9.27 %

Common equity tier I capital to risk-weighted assets 8.61 % 8.79 % 9.04 % 8.90 % 8.81 %

Tier I capital to adjusted assets 9.00 % 9.17 % 9.34 % 9.19 % 9.09 %

Tangible common equity to tangible assets (TCE ratio) 7.69 % 7.98 % 8.06 % 8.16 % 8.14 %

Adjusted TCE ratio 7.56 % 7.86 % 8.18 % 8.25 % 8.09 %

• Period-end in-market deposits at June 30, 2023 increased $107.8 million, or 11.0% annualized, to $2.074 billion from $1.966 billion as of December 31, 2022.

Average in-market deposits of $2.018 billion increased $101.7 million, or 5.3%, for the six months ended June 30, 2023, compared to $1.917 billion for the same period in 2022.

• Private wealth and trust assets under management and administration increased by $247.1 million, or 18.6% annualized, to $2.907 billion at June 30, 2023, compared to $2.660 billion at December 31, 2022.

Assets under management and administration increased $353.4 million, or 13.8%, compared to the same period in 2022.

Results of Operations

Top Line Revenue

Top line revenue, comprised of net interest income and non-interest income, increased $6.3 million, or 21.9%, for the three months ended March 31, 2023, compared to the same period in 2022, due to a 24.6% and 13.9% increase in net interest income and non-interest income, respectively.

Top line revenue, comprised of net interest income and non-interest income, increased $4.6 million, or 15.0%, for the three months ended June 30, 2023, compared to the same period in 2022, due to a 17.3% and 7.3% increase in net interest income and non-interest income, respectively.

The increase in net interest income was driven by an increase in net interest margin and average loans and leases outstanding.

The increase in non-interest income was due to an increase in trust fee income, commercial loan swap fee income, loan fee income, and income from investments in mezzanine funds, partially offset by a reduction in gains on the sale of SBA loans and service charges on deposits.

Top line revenue increased $10.9 million, or 18.4%, for the six months ended June 30, 2023, compared to the same period in 2022, due to a 20.8% and 10.7% increase in net interest income and non-interest income, respectively.

The increase in net interest income was driven by an increase in net interest margin and average loans and leases outstanding.

The increase in non-interest income was due to an increase in commercial loan swap fee income, loan fee income, and income from investments in mezzanine funds, partially offset by a reduction in gains on the sale of SBA loans, service charges on deposits, and trust fee income.

The components of top line revenue were as follows:

For the Three Months Ended March 31,

2023 2022 $ Change % Change

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

2023 2022 $ Change % Change 2023 2022 $ Change % Change

(Dollars in Thousands)

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Top line revenue $ 35,121 $ 30,532 $ 4,589 15.0 $ 70,237 $ 59,345 $ 10,892 18.4

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

ROA for the three months ended March 31, 2023 decreased to 1.17%, compared to 1.30% for the three months ended March 31, 2022.

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

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.

ROACE for the three months ended March 31, 2023 was 13.96%, compared to 14.47% for the three months ended March 31, 2022.

Annualized Return on Average Assets (“ROAA”) and Annualized Return on Average Common Equity (“ROACE”)

ROAA for the three and six months ended June 30, 2023 decreased to 1.04% and 1.10%, respectively, compared to 1.61% and 1.46% for the three and six months ended June 30, 2022, respectively.

The decrease in ROAA was due to an increase in credit loss provision and operating expenses, partially offset by an increase in top line revenue.

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

ROAA 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.

ROACE for the three and six months ended June 30, 2023 was 12.58% and 13.26%, respectively, compared to 18.79% and 16.74% for the three and six months ended June 30, 2022, respectively.

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

We view ROACE 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.

ROAA and ROACE for the three and six month ended June 30, 2022 were both favorably impacted by net recoveries of $4.2 million and $4.4 million, respectively.

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

Efficiency ratio measured 62.02% for the three months ended March 31, 2023, compared to 65.55% for the three ended March 31, 2022.

Efficiency ratio measured 61.68% and 61.85% for the three and six months ended June 30, 2023, respectively, compared to 64.47% and 65.00% for the three and six ended June 30, 2022, respectively, as the percentage increase in top line revenue exceeded the percentage increase in operating expense resulting in positive operating leverage in both periods of comparison.

Efficiency ratio is a non-GAAP measure representing operating expense, which is non-interest expense excluding the effects of the SBA recourse benefit or provision, impairment of tax credit investments, net gains or losses on repossessed assets, amortization of other intangible assets, and other discrete items, if any, divided by operating revenue, which is equal to net interest income plus non-interest income less realized net gains or losses on securities, if any.

PTPP adjusted earnings for three months ended March 31, 2023 was $13.3 million, compared to $9.9 million for the three months ended March 31, 2022.

PTPP adjusted earnings for three and six months ended June 30, 2023 was $13.5 million and $26.8 million, respectively, compared to $10.8 million and $20.8 million for the three and six months ended June 30, 2022, respectively.

PTPP adjusted earnings is defined as operating revenue less operating expense.

The increase in PTPP for both periods of comparison was primarily driven by an increase in average loans and leases outstanding and net interest margin expansion, partially offset by an increase in operating expenses as the Corporation continued to invest to achieve its strategic growth objectives.

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.

PTPP adjusted earnings allows management to benchmark performance of our model to our peers without the influence of the credit loss provision and tax considerations, which will ultimately influence other traditional financial measurements, including ROA and ROACE.

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

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 PTPP adjusted earnings.

For the Three Months Ended March 31,

2023 2022 $ Change % Change

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

2023 2022 $ Change % Change 2023 2022 $ Change % Change

(Dollars in Thousands)

Total non-interest expense $ 22,031 $ 19,456 $ 2,575 13.2% $ 43,798 $ 38,280 $ 5,518 14.4%

Net loss on repossessed assets 6 12 (6) (50.0)

SBA recourse provision (18) (76) 58 (76.3)

Net (gain) loss on repossessed assets (2) 8 (10) (125.0) 4 20 (16) NM

SBA recourse provision 341 114 227 199.1 323 38 285 NM

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

Total operating expense (a) $ 21,692 $ 19,685 $ 2,007 10.2 $ 43,471 $ 38,573 $ 4,898 12.7

1 unchanged sentence

Total non-interest income 7,374 6,872 502 7.3 15,784 14,258 1,526 10.7

Net loss on sale of securities (45) — (45) NM (45) — (45) NM

Adjusted non-interest income 7,419 6,872 547 8.0 15,829 14,258 1,571 11.0

Operating revenue (b) $ 35,166 $ 30,532 $ 4,634 15.2 $ 70,282 $ 59,345 $ 10,937 18.4

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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.

The Corporation’s recent improvement during the period of comparison is principally due to the rising interest rate environment and related expansion of net interest margin.

The Corporation’s recent improvement during the period of comparison is due to the rising interest rate environment, and related expansion of net interest margin coupled with strong loan and in-market deposit growth.

Net Interest Income

1 unchanged sentence

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, 2023 compared to the same period in 2022.

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, 2023 compared to the same period in 2022.

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,

2023 Compared to 2022

Rate Volume Net

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

2023 Compared to 2022 2023 Compared to 2022

Rate Volume Net Rate Volume Net

(In Thousands)

5 unchanged sentences

Consumer and other loans (1)

147 (17) 130 280 (46) 234

Total loans and leases receivable 14,039 4,553 18,592 27,613 7,722 35,335

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

(2) The rate column for the three months ended March 31, 2022 included $236,000 in accelerated amortization of debt issuance costs.

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 months ended March 31, 2023 and 2022.

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

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

29 unchanged sentences

Other borrowings 34,538 421 4.88 51,018 647 5.07

Total interest-bearing liabilities 2,334,354 19,414 3.33 1,856,723 3,371 0.73

Non-interest-bearing demand deposit accounts

435,556 557,086

Other non-interest-bearing liabilities 87,148 57,615

Total liabilities 2,857,058 2,471,424

Stockholders’ equity 270,176 245,283

Total liabilities and stockholders’ equity

$ 3,127,234 $ 2,716,707

Net interest income $ 27,747 $ 23,660

Interest rate spread 3.15 % 3.51 %

Net interest-earning assets $ 579,397 $ 694,457

Net interest margin 3.81 % 3.71 %

Average interest-earning assets to average interest-bearing liabilities

124.82 % 137.40 %

Return on average assets (4)

Return on average equity (4)

Average equity to average assets 8.64 9.03

Non-interest expense to average assets (4)

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

Interest income related to non-performing 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.

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)

$ 1,532,348 $ 45,389 5.92 % $ 1,466,017 $ 28,689 3.91 %

Commercial and industrial loans (1)

952,192 37,577 7.89 742,406 19,176 5.17

Consumer and other loans (1)

47,960 1,128 4.70 50,449 894 3.54

Total loans and leases receivable (1)

2,532,500 84,094 6.64 2,258,872 48,759 4.32

Mortgage-related securities (2)

187,556 2,691 2.87 180,832 1,564 1.73

Other investment securities (3)

58,270 712 2.44 52,584 475 1.81

FHLB and FRB stock 16,481 629 7.63 15,688 398 5.07

Short-term investments 45,022 1,100 4.89 30,321 70 0.46

Total interest-earning assets 2,839,829 89,226 6.28 2,538,297 51,266 4.04

Non-interest-earning assets 216,482 153,316

Total assets $ 3,056,311 $ 2,691,613

Interest-bearing liabilities

Transaction accounts $ 619,352 9,295 3.00 $ 517,923 597 0.23

Money market accounts 666,385 9,114 2.74 775,808 848 0.22

Certificates of deposit 266,099 5,064 3.81 63,098 169 0.54

Wholesale deposits 260,485 5,498 4.22 14,282 210 2.94

Total interest-bearing deposits 1,812,321 28,971 3.20 1,371,111 1,824 0.27

FHLB advances 382,533 4,913 2.57 417,518 2,702 1.29

Other borrowings 35,660 889 4.99 45,694 1,149 5.03

Junior subordinated notes (5)

24 unchanged sentences

(4) Represents annualized yields/rates.

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

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

The change in yield of the respective interest-earning asset or the rate paid on interest-bearing liability compared to the change in short-term market rates is commonly referred to as a beta.

The table below displays the beta calculations for loans and leases, total interest earning assets, in-market deposits, interest-bearing deposits and total interest-bearing liabilities for the three months ended March 31, 2023 and 2022.

Additionally, adjusted total loans and leases and total interest-earning assets excludes the volatile impact of fees in lieu of interest.

For the Three Months Ended March 31,

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

2023 2022 2023 2022

Asset and Liability Beta Analysis Average Yield/Rate (4)

Increase (Decrease) Average Yield/Rate (3)

Increase (Decrease)

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Total loans and leases receivable (a)/(i)

55.35 % 53.95 %

Total interest-earning assets (b)/(i)

52.99 % 52.20 %

Adjusted total loans and leases receivable (1)(c)/(i)

59.70 % 57.67 %

Adjusted total interest-earning assets (1)(d)/(i)

56.87 % 55.39 %

Total in-market deposits (e)/(i)

55.92 % 50.23 %

Total bank funding (2)(f)/(i)

54.98 % 50.23 %

Net interest margin (g)/(i)

2.37 % 6.51 %

Adjusted net interest margin (h)/(i)

4.50 % 8.37 %

(1) Excluding fees in lieu of interest.

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(4) Represents annualized yields/rates.

Comparison of Net Interest Income for the Three Months Ended March 31, 2023 and 2022

Net interest income increased $5.3 million, or 24.6%, during the three months ended March 31, 2023, compared to the three months ended March 31, 2022.

Comparison of Net Interest Income for the Three and Six Months Ended June 30, 2023 and 2022

Net interest income increased $4.1 million, or 17.3%, and $9.4 million, or 20.8%, during the three and six months ended June 30, 2023, respectively, compared to the three and six months ended June 30, 2022.

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

Fees in lieu of interest, which can vary from quarter to quarter, totaled $651,000 for the three months ended March 31, 2023, compared to $1.3 million for the same period in 2022.

Excluding fees in lieu of interest, net interest income for the three months ended March 31, 2023 increased $5.7 million, or 27.9%.

Average gross loans and leases for the three months ended March 31, 2023 increased $236.6 million, or 10.5%, compared to the three months ended March 31, 2022.

The yield on average loans and leases for the three months ended March 31, 2023 was 6.42%, compared to 4.11% for the three months ended March 31, 2022.

Excluding the impact of loan fees in lieu of interest, the yield on average loans and leases for the three months ended March 31, 2023 was 6.31%, compared to 3.88% for the three months ended March 31, 2022.

The yield on average interest-earning assets for the three months ended March 31, 2023 measured 6.09%, compared to 3.84% for the three months ended March 31, 2022.

Excluding loan fees in lieu of interest, the yield on average interest-earning assets for the three months ended March 31, 2023 was 5.99%, compared to 3.63% for the three months ended March 31, 2022.

Fees in lieu of interest, which vary from quarter to quarter, totaled $936,000 and $1.6 million for the three and six months ended June 30, 2023, respectively, compared to $1.9 million and $3.2 million for the same period in 2022.

Excluding fees in lieu of interest, net interest income for the three and six months ended June 30, 2023 increased $5.0 million, or 23.0%, and $10.9 million, or 26.1%, respectively.

Average gross loans and leases for the three and six months ended June 30, 2023 increased $310.3 million, or 13.7%, and $273.6 million, or 12.1%, respectively, compared to the three and six months ended June 30, 2022.

The yield on average loans and leases for the three and six months ended June 30, 2023 was 6.86% and 6.64%, respectively, compared to 4.52% and 4.32% for the three and six months ended June 30, 2022.

Excluding the impact of loan fees in lieu of interest, the yield on average loans and leases for the three and six months ended June 30, 2023 was 6.71% and 6.52%, respectively, compared to 4.19% and 4.04% for the three and six months ended June 30, 2022.

The yield on average interest-earning assets for the three and six months ended June 30, 2023 measured 6.47% and 6.28%, respectively, compared to 4.24% and 4.04% for the three and six months ended June 30, 2022.

Excluding loan fees in lieu of interest, the yield on average interest-earning assets for the three and six months ended June 30, 2023 was 6.35% and 6.17%, respectively, compared to 3.95% and 3.79% for the three and six months ended June 30, 2022.

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 350 basis points over the period of comparison, as well as the reinvestment of cash flows from the securities and fixed-rate loan portfolios in a rising rate environment.

The daily average effective federal funds rate for the three months ended March 31, 2023 increased 442 basis points, compared to the same period in 2022.

This equates to an interest-earning asset beta of 53.3% for the three months ended March 31, 2023.

The rate paid on average interest-bearing in-market deposits for the three months ended March 31, 2023 increased to 2.78%, from 0.19% for the three months ended March 31, 2022.

The average rate paid on total interest-bearing liabilities for the three months ended March 31, 2023 increased to 2.89%, from 0.62% for the three months ended March 31, 2022.

The daily average effective federal funds rate for the three and six months ended June 30, 2023 increased 422 and 430 basis points, compared to the same period in 2022.

This equates to an interest-earning asset beta of 56.87% and 55.39%, respectively, for the three and six months ended June 30, 2023.

The rate paid on average interest-bearing in-market deposits for the three and six months ended June 30, 2023 increased to 3.25% and 3.03%, respectively, from 0.29% and 0.24% for the three and six months ended June 30, 2022.

The average rate paid on total interest-bearing liabilities for the three and six months ended June 30, 2023 increased to 3.33% and 3.12%, respectively, from 0.73% and 0.67% for the three and six months ended June 30, 2022.

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 due to the increase in short-term market rates and the replacement of maturing wholesale funds at higher fixed rates.

This equates to an interest-bearing liability beta of 51.4% for the three months ended March 31, 2023.

Net interest margin increased to 3.86% for the three months ended March 31, 2023, compared to 3.39% for the three months ended March 31, 2022.

This equates to an interest-bearing liability beta of 61.62% and 56.88%, respectively, for the three and six months ended June 30, 2023.

Net interest margin increased to 3.81% and 3.83%, respectively, for the three and six months ended June 30, 2023, compared to 3.71% and 3.55% for the three and six months ended June 30, 2022.

The primary driver of improved net interest margin was the aforementioned increase in earning asset yields, partially offset by corresponding increase in funding costs.

Adjusted net interest margin measured 3.74% for the three months ended March 31, 2023, compared to 3.22% for the three months ended March 31, 2022.

Adjusted net interest margin measured 3.63% and 3.69%, respectively, for the three and six months ended June 30, 2023, compared to 3.44% and 3.33% for the three and six months ended June 30, 2022.

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

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In addition, net interest margin may also experience volatility due to events such as the collection of interest on loans previously in non-accrual status or the accumulation of significant short-term deposit inflows.

Management anticipates deposit betas may continue to rise and net interest margin may continue to decline at a gradual pace in coming quarters as the Federal Open Market Committee approaches a terminal federal funds rate.

Based on current trends, we believe our net interest margin should stabilize meaningfully above our strategic plan goal of 3.50%.

Provision for Credit Losses

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Refer to Allowance for Credit Losses , below, for further information regarding our allowance for credit loss methodology.

The Corporation recognized a $1.6 million provision expense for the three months ended March 31, 2023, compared to a benefit of $855,000 for the three months ended March 31, 2022.

The provision expense for the three months ended March 31, 2023 was primarily due to an increase of $979,000 related to loan growth and a $474,000 increase in the reserve due to modest deterioration in forecasted economic conditions over the four quarter forecast period.

The following table shows the components of the provision for credit losses for the three months ended March 31, 2023 compared to the same periods in 2022.

For the Three Months Ended March 31,

The Corporation recognized a $2.2 million and $3.8 million provision expense for the three and six months ended June 30, 2023, respectively, compared to a benefit of $3.7 million and $4.6 million for the three and six months ended June 30, 2022.

The provision expense for the three months ended June 30, 2023 was primarily due to an increase of $1.2 million related to loan growth and a $1.1 million increase in specific reserves.

The following table shows the components of the provision for credit losses for the three and six months ended June 30, 2023 compared to the same periods in 2022.

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

2023 2022 2023 2022

(In Thousands)

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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, 2023 and 2022

Comparison of Non-Interest Income for the Three and Six Months Ended June 30, 2023 and 2022

Non-Interest Income

Non-interest income increased $1.0 million, or 13.9%, to $8.4 million for the three months ended March 31, 2023 compared to $7.4 million for the same period in 2022.

The increase in total non-interest income for the three months ended March 31, 2023 was due to increases in other non-interest income, driven by mezzanine fund investment income, loan fee income, and commercial loan swap fee income.

These favorable variances were partially offset by a decrease in private wealth management services fee income, services charges on deposits, and gains on sale of SBA loans.

Non-interest income increased $502,000, or 7.3%, to $7.4 million for the three months ended June 30, 2023 compared to $6.9 million for the same period in 2022.

The increase in total non-interest income for the three months ended June 30, 2023 was due to increases in other non-interest income, driven by mezzanine fund investment income, loan fee income, commercial loan swap fee income, and private wealth fee income.

These favorable variances were partially offset by a decrease in services charges on deposits and gains on sale of SBA loans.

Non-interest income for the six months ended June 30, 2023 increased $1.5 million, or 10.7%, to $15.8 million compared to $14.3 million for the same period in 2022.

The increase in total non-interest income for the six months ended June 30, 2023 was driven by an increase in other non-interest income, led by mezzanine fund investment income, and an increase in commercial loan swap fee income and loan fee income.

These favorable variances were partially offset by a decrease in gains on the sale of SBA loans, service charges on deposits, and private wealth fee income.

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 23.9% of total revenues for the three months ended March 31, 2023, compared to 25.6% for the three months ended March 31, 2022.

Total non-interest income accounted for 21.0% and 22.5% of total revenues for the three and six months ended June 30, 2023, respectively, compared to 22.5% and 24.0% for the three and six months ended June 30, 2022, respectively.

The components of non-interest income were as follows:

For the Three Months Ended March 31,

2023 2022 $ Change % Change

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

2023 2022 $ Change % Change 2023 2022 $ Change % Change

(Dollars in Thousands)

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363 350 13 3.7 729 698 31 4.4

Net loss on sale of securities (45) — (45) NM (45) — (45) NM

Swap fees 977 471 506 107.4 1,534 697 837 120.1

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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 decreased $187,000, or 6.6%, for the three months ended March 31, 2023, compared to the same period in 2022.

Private wealth management service fees increased $41,000, or 1.4%, and decreased $146,000, or 2.6%, for the three and six months ended June 30, 2023, compared to the same period in 2022.

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.

As of March 31, 2023, private wealth and trust assets under management and administration totaled $2.804 billion, decreasing $29.9 million, or 1.1%, compared to $2.834 billion as of March 31, 2022, as new client relationships and new money from existing clients was more than offset by the decline in market values.

Other non-interest income increased $1.1 million, or 65.5%, for the three months ended March 31, 2023, respectively, compared to the same period in 2022.

The increase for the three months ended March 31, 2023 was primarily due to strong returns from the Corporation’s investments in mezzanine funds.

Commercial loan interest rate swap fee income increased $332,000, or 147.6%, for the three months ended March 31, 2023, compared to the same period in 2022.

As of June 30, 2023, private wealth and trust assets under management and administration totaled $2.907 billion, increasing $353.4 million, or 13.8%, compared to $2.554 billion as of June 30, 2022, as an increase in market values was bolstered by new client relationships and new money from existing clients.

Other non-interest income increased $561,000, or 110.0%, and $1.7 million, or 75.7%, for the three and six months ended June 30, 2023, respectively, compared to the same period in 2022.

The increase for the three and six months ended June 30, 2023 was primarily due to strong returns from the Corporation’s investments in mezzanine funds.

Commercial loan interest rate swap fee income increased $506,000, or 107.4%, and $837,000, or 120.1%, for the three and six months ended June 30, 2023, respectively, compared to the same period in 2022.

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 $787.8 million as of March 31, 2023, compared to $744.2 million and $626.8 million as of December 31, 2022 and March 31, 2022, respectively.

The aggregate amortizing notional value of interest rate swaps with various borrowers was $838.5 million as of June 30, 2023, compared to $744.2 million and $646.1 million as of December 31, 2022 and June 30, 2022, respectively.

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.

Service charges on deposits decreased $317,000, or 31.7%, for the three months ended March 31, 2023, compared to the same period in 2022.

Service charges on deposits decreased $275,000, or 26.4%, and $592,000, or 29.0%, respectively, for the three and six months ended June 30, 2023, compared to the same period in 2022.

The decrease was driven by an increase in the earnings credit rate which was adjusted with the rising rate environment.

Treasury management business development efforts remain robust as gross analyzed service charges, net of waived fees, increased 17.6%, or $211,000, to $1.4 million for the three months ended March 31, 2023, compared to the same period in 2022.

Treasury management business development efforts remain robust as gross treasury management service charges, net of waived fees, increased $184,000, or 14.9%, and $395,000, or 16.3%, for the three and six months ended June 30, 2023, compared to the same period in 2022.

Management believes growth in gross analyzed service charges is a strong indicator of success for the Corporation given the direct correlation to adding and expanding core business relationships.

Loan fees increased $151,000, or 23.2%, for the three months ended March 31, 2023, compared to the same period in 2022.

Loan fees increased by $208,000, or 29.8%, and $359,000, or 26.6%, for the three and six months ended June 30, 2023, respectively, compared to the same period in 2022.

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

Gain on sale of SBA loans decreased $109,000, or 18.6%, for the three months ended March 31, 2023, compared to the same period in 2022.

Premiums on the sale and notional value of SBA loans sold decreased compared to prior year quarter, as the Corporation elected to hold a higher number of SBA loans on its balance sheet in the current interest rate environment.

Comparison of Non-Interest Expense for the Three Months Ended March 31, 2023 and 2022

Gain on sale of SBA loans decreased $507,000, or 53.3%, and $617,000, or 40.1%, for the three and six months ended June 30, 2023, respectively, compared to the same period in 2022.

The decrease was driven by lower premiums and a decrease in loan originations compared to prior year quarter.

In addition, the Corporation elected to hold a higher number of SBA loans on its balance sheet in the current interest rate environment.

Comparison of Non-Interest Expense for the Three and Six Months Ended June 30, 2023 and 2022

Non-Interest Expense

Non-interest expense for the three months ended March 31, 2023 increased by $2.9 million, or 15.6%, compared to the same period in 2022.

Operating expense, which excludes certain one-time and discrete items as defined in the Efficiency Ratio table above, increased $2.9 million, or 15.3%, for the three months ended March 31, 2023, compared to the same period in 2022.

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

Non-interest expense for the three and six months ended June 30, 2023 increased by $2.6 million, or 13.2%, and $5.5 million, or 14.4%, respectively compared to the same period in 2022.

Operating expense, which excludes certain one-time and discrete items as defined in the Efficiency Ratio table above, increased $2.0 million, or 10.2%, and $4.9 million, or 12.7%, respectively, for the three and six months ended June 30, 2023, compared to the same period in 2022.

The increase in operating expense was primarily due to an increase in compensation, FDIC insurance, other non-interest expense, data processing, and marketing expenses.

The components of non-interest expense were as follows :

For the Three Months Ended March 31,

2023 2022 $ Change % Change

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

2023 2022 $ Change % Change 2023 2022 $ Change % Change

(Dollars in Thousands)

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Full-time equivalent employees

343 333 343 333

(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, 2023 increased $2.3 million, or 16.6%, compared to the three months ended March 31, 2022.

The increase reflects above historical annual merit and market increases, reflecting wage inflation, payroll taxes paid in the quarter on a record annual cash bonus earned in 2022, and an expanded workforce.

Successful hiring efforts to secure talent resulted in average full-time equivalent employees for the three months ended March 31, 2023 increasing to 340, up 9.7%, compared to 310 for the three months ended March 31, 2022.

Professional fees increased $173,000, or 14.8%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022.

The increase was primarily due to an increase in the use of professional staffing services and costs associated with an office relocation.

Marketing expense increased $128,000, or 25.6%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022.

The increase during the three months ended March 31, 2023 was primarily due to an increase in business development efforts and advertising projects related to our expanded sales force and national footprint.

Computer software expense increased $101,000, or 9.3%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022.

The increase during the three months ended March 31, 2023 was primarily due to continued investments in existing technologies commensurate with the Corporation’s expanded headcount and overall balance sheet growth.

Income tax expense totaled $2.8 million for the three months ended March 31, 2023 compared to $2.2 million for the three months ended March 31, 2022.

Income tax expense included a $149,000 net benefit from a tax credit investment, no tax credits were recognized in the prior year quarter.

The effective tax rate for the three months ended March 31, 2023 was 23.82% compared to 20.03% for the same period in 2022.

For 2023, the Corporation expects to report an effective tax rate between 21%-22%, as the Bank continues to receive the benefit from its tax credit investments.

Compensation expense for the three and six months ended June 30, 2023 increased $1.1 million, or 7.9%, and $3.4 million, or 12.2%, respectively, compared to the three and six months ended June 30, 2022.

The increase for the three months ended June 30, 2023 reflects annual merit and market increases, to remain competitive in a wage inflation environment, an expanded workforce, and an increase in incentive compensation due to outstanding production.

In addition, the increase for the six months ended June 30, 2023 was also driven by payment of, and payroll taxes paid on, a record annual cash bonus earned in 2022 but paid in 2023.

Successful hiring efforts to secure talent resulted in average full-time equivalent employees for the three months ended June 30, 2023 increasing to 341, up 6.2%, compared to 321 for the three months ended June 30, 2022.

Other non-interest expense for the three and six months ended June 30, 2023 increased $727,000, or 201.9%, and $698,000, or 77.6%, respectively, compared to the three and six months ended June 30, 2022.

The increase was primarily due to an increase in SBA recourse provision and a tax credit investment impairment recovery in the second quarter of 2022.

FDIC insurance for the three and six months ended June 30, 2023 increased $284,000, or 95.9%, and $364,000, or 59.7%, respectively, compared to the three and six months ended June 30, 2022.

The increase was primarily due to an increase in the assessment rate and the assessable base.

Marketing expense increased $109,000, or 16.3%, and $237,000, or 20.3%, for the three and six months ended June 30, 2023, respectively, compared to the three and six months ended June 30, 2022.

The increase during the three and six months ended June 30, 2023 was primarily due to an increase in business development efforts and advertising projects related to our expanded sales force and national footprint.

Income tax expense totaled $5.3 million for the six months ended June 30, 2023 compared to $5.8 million for the six months ended June 30, 2022.

Income tax expense included a $300,000 net benefit from a tax credit investment, no tax credits were recognized in the prior year.

The effective tax rate for the six months ended June 30, 2023 was 24.3% compared to 23.7% for the same period in 2022.

For 2023, the Corporation expects to report an effective tax rate between 21% and 22%, as the Bank continues to receive the benefit from its tax credit investments.

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 $187.8 million, or 6.3%, to $3.164 billion as of March 31, 2023 compared to $2.977 billion at December 31, 2022.

Total assets increased by $289.1 million, or 9.7%, to $3.266 billion as of June 30, 2023 compared to $2.977 billion at December 31, 2022.

The increase in total assets was primarily driven by an increase in cash, loans and leases receivable, and available-for-sale securities.

Total liabilities increased by $181.9 million, or 6.7%, to $2.898 billion at March 31, 2023 compared to $2.716 billion at December 31, 2022.

Total liabilities increased by $277.1 million, or 10.2%, to $2.993 billion at June 30, 2023 compared to $2.716 billion at December 31, 2022.

The increase in total liabilities was principally due to an increase in deposits.

Total stockholders’ equity increased by $5.9 million, or 2.3%, to $266.6 million at March 31, 2023 compared to $260.6 million at December 31, 2022.

Total stockholders’ equity increased by $12.0 million, or 4.6%, to $272.6 million at June 30, 2023 compared to $260.6 million at December 31, 2022.

The increase in total stockholders’ equity was due to retention of earnings and unrealized gains on available-for-sale securities, partially offset by dividends paid to common stockholders, stock repurchased, and cumulative change in accounting principal for ASC 326.

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

Cash and due from banks increased $303,000 to $26.1 million at March 31, 2023.

Short-term investments increased by $83.0 million to $159.9 million at March 31, 2023 from $76.9 million at December 31, 2022 as management held excess cash at the FRB in response to the banking industry liquidity events during the quarter.

Please see the section entitled Response to Banking Liquidity Events above for additional information.

Cash and due from banks increased $6.5 million to $32.3 million at June 30, 2023.

Short-term investments increased by $3.6 million to $80.5 million at June 30, 2023 from $76.9 million at December 31, 2022.

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 readily accessible liquidity program.

As of March 31, 2023 and December 31, 2022, interest-bearing deposits held at the FRB were $158.9 million and $76.5 million, respectively.

The increase in cash held at the FRB is primarily due to management’s response to the banking industry liquidity events during first quarter 2023.

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 $23.8 million, or 10.6%, to $248.5 million, or 7.9% of total assets at March 31, 2023 compared to $224.7 million, or 7.5% of total assets at December 31, 2022.

During the three months ended March 31, 2023 the Corporation recognized unrealized gains of $3.8 million before income taxes through other comprehensive income, compared to unrealized losses of $12.5 million for the same period in 2022.

As of June 30, 2023 and December 31, 2022, interest-bearing deposits held at the FRB were $80.2 million and $76.5 million, respectively.

Total securities, including available-for-sale and held-to-maturity, increased by $38.8 million, or 17.3%, to $263.5 million, or 8.1% of total assets at June 30, 2023 compared to $224.7 million, or 7.5% of total assets at December 31, 2022.

During the six months ended June 30, 2023 the Corporation recognized unrealized losses of $252,000 before income taxes through other comprehensive income, compared to unrealized losses of $19.7 million for the same period in 2022.

The unrealized losses in the prior year period were solely driven by the increase in interest rates.

As of March 31, 2023 and December 31, 2022, our overall securities portfolio, including available-for-sale securities and held-to-maturity securities, had an estimated weighted-average expected maturity of 5.9 years and 6.3 years, respectively.

As of June 30, 2023 and December 31, 2022, our overall securities portfolio, including available-for-sale securities and held-to-maturity securities, had an estimated weighted-average expected maturity of 5.5 years and 6.3 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.

We did not recognize any credit losses in the securities portfolio as of March 31, 2023.

We did not recognize any credit losses in the securities portfolio as of June 30, 2023.

Loans and Leases Receivable

Period-end loans and leases receivable, net of allowance for credit losses, increased by $94.4 million, or 15.6% annualized to $2.513 billion at March 31, 2023 from $2.419 billion at December 31, 2022 driven by commercial loan growth, partially offset by a decrease in commercial real estate loans.

Due to the adoption of ASC 326, the current quarter included a change to our portfolio segmentation.

The balances as of March 31, 2023 reflect reclassifications of $43 million to commercial and industrial from commercial real estate and $7 million from consumer and other to commercial real estate.

Including the reclassification impact of adopting ASC 326 in the prior period of comparison, C&I loans increased $66.2 million, or 29.5% annualized, to $963.3 million.

Period-end loans and leases receivable, net of allowance for credit losses, increased by $227.6 million, or 18.8% annualized to $2.646 billion at June 30, 2023 from $2.419 billion at December 31, 2022 driven by commercial loan growth.

Due to the adoption of ASC 326, the current year included a change to our portfolio segmentation.

The balances as of June 30, 2023 reflect reclassifications of $43 million to commercial and industrial from commercial real estate and $7 million from consumer and other to commercial real estate.

Management does not believe this level of loan growth is sustainable and expects growth to moderate in subsequent quarters.

Additionally, management expects to evaluate loan sale strategies as a means of adding to and further diversifying fee income.

Including the reclassification impact of adopting ASC 326 in the prior period of comparison, C&I loans increased $139.7 million, or 31.2% annualized, to $1.037 billion.

The increase was due to growth across the majority of the Bank’s C&I products and geographies.

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Including the reclassification impact of adopting ASC 326 in the prior period of comparison, total commercial real estate (“CRE”) loans increased $85.1 million, or 11.3% annualized, to $1.592 billion.

The increase was due to growth across the majority of the Bank’s C&I products and geographies.

Management does not believe this level of C&I loan growth is sustainable and expects growth to moderate to lower double-digit levels in subsequent quarters.

Including the reclassification impact of adopting ASC 326 in the prior period of comparison, CRE loans represented 60.2% and 61.7% of our total loans as of March 31, 2023 and December 31, 2022, respectively.

The increase was due to growth across the majority of the Bank’s CRE products and geographies.

Including the reclassification impact of adopting ASC 326 in the prior period of comparison, CRE loans represented 59.5% and 61.7% of our total loans as of June 30, 2023 and December 31, 2022, respectively.

The decline in CRE concentration in the period of comparison is the result of management’s success in expanding the Bank’s various C&I products across both its local and national footprints.

As of March 31, 2023, 15.3% of the CRE loans were owner-occupied CRE, compared to 15.2% as of December 31, 2022.

As of June 30, 2023, 15.3% of the CRE loans were owner-occupied CRE, compared to 15.2% as of December 31, 2022.

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.

We 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.

Additionally, management expects to evaluate loan sales strategies as a means of adding to and further diversifying fee income.

Underwriting of new credit is primarily through approval from a serial sign-off or committee process and is a key component of our operating philosophy.

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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.

While we continue to experience significant competition from banks operating in our primary geographic areas, we remain committed to our underwriting standards and will not deviate from those standards for the sole purpose of growing our loan and lease portfolio.

While we continue to experience competition from banks operating in our primary geographic areas, we remain committed to our underwriting standards and will not deviate from those standards for the sole purpose of growing our loan and lease portfolio.

We continue to expect our new loan and lease activity to be adequate to replace normal amortization, allowing us to continue growing in future years.

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, 2023, total period-end deposits increased by $308.6 million to $2.477 billion from $2.168 billion at December 31, 2022, primarily due to a $219.9 million and $154.4 million increase in wholesale deposits and certificate of deposit accounts, partially offset by a decrease in non-interest-bearing transaction accounts of $65.2 million.

Deposit composition

(in thousands) June 30,

2023 March 31,

2023 December 31,

2022 September 30,

2022 June 30,

Non-interest-bearing transaction accounts

$ 419,294 $ 471,904 $ 537,107 $ 564,141 $ 544,507

Interest-bearing transaction accounts

719,198 612,500 576,601 461,883 466,785

Money market accounts 641,969 662,157 698,505 742,545 731,718

Certificates of deposit 293,283 308,191 153,757 160,655 114,000

Wholesale deposits 455,108 422,088 202,236 158,321 12,321

Total deposits $ 2,528,852 $ 2,476,840 $ 2,168,206 $ 2,087,545 $ 1,869,331

Uninsured deposits $ 867,397 $ 974,242 $ 967,465 $ 1,007,935 $ 935,101

uninsured deposits collateralized by pledged assets 37,670 32,468 14,326 34,264 34,199

Total uninsured, net collateralized deposits $ 829,727 $ 941,774 $ 953,139 $ 973,671 $ 900,902

% of total deposits 32.8 % 38.0 % 44.0 % 46.6 % 48.2 %

As of June 30, 2023, total period-end deposits increased by $360.6 million to $2.529 billion from $2.168 billion at December 31, 2022, primarily due to a $252.9 million, $142.6 million, and $139.5 million increase in wholesale deposits, interest bearing transaction accounts, and certificate of deposit accounts, partially offset by a decrease in non-interest-bearing transaction accounts and money market accounts of $117.8 million and $56.5 million.

The large increase in wholesale deposits is primarily driven by a shift from FHLB advances to wholesale deposits to manage interest rate risk and increase excess liquidity.

Please see the section entitled Response to Banking Liquidity Events above for additional information on the increase in liquidity as of March 31, 2023.

Total period-end in-market deposits increased $88.8 million, or 18.1% annualized, to $2.055 billion, compared to $1.966 billion.

Growth in interest-bearing transaction accounts and certificates of deposits, driven by client movement into extended insurance products, was partially offset by a seasonal decrease in non-interest-bearing transaction accounts and money market accounts.

As of June 30, 2023, total period-end in-market deposits increased $107.8 million, or 11.0% annualized, to $2.074 billion, compared to $1.966 billion at December 31, 2022.

Growth in interest-bearing transaction accounts and certificates of deposits, driven by client movement into extended insurance products, was partially offset by a decrease in non-interest-bearing transaction accounts and money market accounts.

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

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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 variability 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 $2.001 billion for the three months ended March 31, 2023 compared to $1.933 billion for the three months ended March 31, 2022.

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 variability 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, increased $101.7 million, or 5.3%, to $2.018 billion for the six months ended June 30, 2023 compared to $1.917 billion for the six months ended June 30, 2022.

FHLB Advances and Other Borrowings

As of March 31, 2023, FHLB advances and other borrowings decreased by $114.9 million, or 25.2%, to $341.9 million from $456.8 million at December 31, 2022.

As of June 30, 2023, FHLB advances and other borrowings decreased by $86.7 million, or 19.0%, to $370.1 million from $456.8 million at December 31, 2022.

As deposit balances have increased, we have been able to reduce our usage of FHLB advances.

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We will continue to utilize FHLB advances and wholesale deposits to manage interest rate risk, liquidity, and contingency funding.

As of March 31, 2023, the Corporation had no other borrowings.

As of June 30, 2023, the Corporation had no other borrowings.

As of December 31, 2022, the Corporation had other borrowings of $6.1 million which consisted of sold loans which were accounted for as a secured borrowing because they did not qualify for true sale accounting.

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Preferred Stock

The Corporation has 12,500 shares, or $12.5 million in aggregate liquidation preference, of 7.0% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $1,000 per share (the “Series A Preferred Stock”) outstanding as of March 31, 2023 and December 31, 2022 .

The Corporation expects to pay dividends on the Series A Preferred Stock when and if declared by its Board, at a fixed rate of 7.0% per annum, payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year up to, but excluding, March 15, 2027.

For each dividend period from and including March 15, 2027, dividends will be paid at a floating rate of Three-Month Term SOFR plus a spread of 539 basis points per annum.

During the three months ended March 31, 2023, the Corporation paid $219,000 in preferred cash dividends with respect to the Series A Preferred Stock.

During the three and six months ended June 30, 2023, the Corporation paid $219,000 and $438,000, respectively, in preferred cash dividends with respect to the Series A Preferred Stock.

The Series A Preferred Stock is perpetual and has no stated maturity.

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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, 2023, the aggregate amortizing notional value of interest rate swaps with various commercial borrowers was approximately $787.8 million, compared to $744.2 million as of December 31, 2022.

As of June 30, 2023, the aggregate amortizing notional value of interest rate swaps with various commercial borrowers was approximately $838.5 million, compared to $744.2 million as of December 31, 2022.

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

These swaps mature between May 2024 and June 2039.

These swaps mature between May 2024 and March 2040.

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

As of March 31, 2023, the commercial borrower swaps were reported on the Consolidated Balance Sheet as a derivative liability of $49.0 million compared to a derivative asset and liability of $1.0 million and $61.4 million, respectively, as of December 31, 2022.

As of June 30, 2023, the commercial borrower swaps were reported on the Consolidated Balance Sheet as a derivative asset of $1.8 million and liability of $61.1 million compared to a derivative asset of $1.0 million and liability of $61.4 million as of December 31, 2022.

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 June 2039.

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 $45.8 million as of March 31, 2023, compared to a net derivative liability of $60.4 million as of December 31, 2022.

The gross amount of dealer counterparty swaps as of March 31, 2023, without regard to the enforceable master netting agreement, was a gross derivative asset of $49.0 million, compared to a gross derivative liability of $1.0 million and gross derivative asset of $61.4 million as of December 31, 2022.

These interest rate swaps also have maturity dates between May 2024 and March 2040.

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 $59.4 million as of June 30, 2023, compared to a net derivative liability of $60.4 million as of December 31, 2022.

The gross amount of dealer counterparty swaps as of June 30, 2023, without regard to the enforceable master netting agreement, was a gross derivative asset of $61.1 million, compared to a gross derivative liability of $1.0 million and gross derivative asset of $61.4 million as of December 31, 2022.

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 instruments are designated as cash flow hedges as the receipt of floating rate interest from the counterparty is used to manage interest rate risk associated with forecasted issuances of short-term FHLB advances.

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, 2023, the aggregate notional value of interest rate swaps designated as cash flow hedges was $106.4 million.

As of June 30, 2023, the aggregate notional value of interest rate swaps designated as cash flow hedges was $312.7 million.

These interest rate swaps mature between December 2023 and March 2034.

A pre-tax unrealized loss of $1.4 million was recognized in other comprehensive income for the three months ended March 31, 2023, and there was no ineffective portion of these hedges.

A pre-tax unrealized gain of $3.6 million and $2.2 million was recognized in other comprehensive income for the three and six months ended June 30, 2023, 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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These derivative contracts involve the receipt of floating rate interest from a counterparty in exchange for the Corporation making fixed-rate payments over the life of the agreement, without the exchange of the underlying notional value.

As of March 31, 2023, the aggregate notional value of interest rate swaps designated as fair value hedges was $12.5 million.

As of June 30, 2023, 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 $175,000 was recognized in other comprehensive income for the three months ended March 31, 2023, and there was no ineffective portion of these hedges.

A pre-tax unrealized gain of $107,000 and loss of $68,000 was recognized in other comprehensive income for the three and six months ended June 30, 2023, respectively, 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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Non-performing Assets

Total non-performing assets consisted of the following at March 31, 2023 and December 31, 2022, respectively:

Total non-performing assets consisted of the following at June 30, 2023 and December 31, 2022, respectively:

2023 December 31,

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Allowance for credit losses to non-performing loans and leases 188.90 662.20

Non-performing loans decreased $247,000, or 6.8%, to $3.4 million at March 31, 2023, compared to $3.7 million at December 31, 2022.

The decrease in non-performing loans was principally due to loan payoffs, loans returning to accrual status, and $166,000 of charge-offs.

The Corporation’s non-performing loans as a percentage of total gross loans and leases measured 0.13% and 0.15% at March 31, 2023 and December 31, 2022, respectively.

Non-performing loans increased $12.1 million, or 329.7%, to $15.7 million at June 30, 2023, compared to $3.7 million at December 31, 2022.

The Corporation’s non-performing loans as a percentage of total gross loans and leases measured 0.59% and 0.15% at June 30, 2023 and December 31, 2022, respectively.

The increase in non-performing loans was the result of one $10.9 million default that occurred in the Corporation’s Asset-Based Lending (“ABL”) portfolio.

The loan is fully collateralized and management does not believe it to be reflective of further portfolio or industry stress.

Excluding this credit, non-performing loans totaled $4.8 million, or 0.18% of total gross loans and leases.

The Corporation’s ABL loans are rigorously underwritten and fully collateralized, historically resulting in no losses in the event of a default.

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 was 0.11% and 0.13% at March 31, 2023 and December 31, 2022, respectively.

As of March 31, 2023 and December 31, 2022, the payment performance of our loans and leases did not point to any new areas of concern, as approximately 99.87% and 99.85%, respectively, of the total portfolio at the end of each period was in a current payment status.

Non-performing assets as a percentage of total assets was 0.48% and 0.13% at June 30, 2023 and December 31, 2022, respectively.

As of June 30, 2023 and December 31, 2022, the payment performance of our loans and leases did not point to any new areas of concern, as approximately 99.41% and 99.85%, respectively, of the total portfolio at the end of each period was in a current payment status.

We also monitor asset quality through our established categories as defined in Note 5 – Loans and Allowance for Credit Losses of the Consolidated Financial Statements.

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

As of March 31, 2023, 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, 2023, 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 placed on non-accrual status and individually evaluated for reserve requirement.

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The following represents additional information regarding our non-performing 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 Credit Losses

The allowance for credit losses, including unfunded commitment reserves, increased $3.3 million, or 13.70%, to $27.6 million as of March 31, 2023 from $24.2 million as of December 31, 2022.

The allowance for credit losses as a percentage of gross loans and leases improved to 1.08% as of March 31, 2023 from 0.99% as of December 31, 2022.

The increase in allowance for credit losses as a percent of gross loans and leases was principally due to recognition of reserves on unfunded credit commitments under a new accounting principal (ASC 326) and forecasted deterioration of economic conditions used in the estimate.

Subjective factors were updated for the changes to portfolio segment under the new standard.

See Note 1 — Nature of Operations and Summary of Significant Accounting Policies for additional details on the adoption of ASC 326 and management’s estimation model.

During the three months ended March 31, 2023, we recorded net charge-offs on individually evaluated loans and leases of $59,000, comprised of $166,000 of charge-offs and $107,000 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.

The allowance for credit losses, including unfunded commitment reserves, increased $5.5 million, or 22.6%, to $29.7 million as of June 30, 2023 from $24.2 million as of December 31, 2022.

The allowance for credit losses as a percentage of gross loans and leases increased to 1.11% as of June 30, 2023 from 0.99% as of December 31, 2022 under the incurred loss model.

During the first quarter of 2023, the Corporation adopted ASU 2016-13, including the CECL methodology for estimating the ACL.

This standard was adopted using a modified retrospective approach on January 1, 2023, resulting in a $484,000 increase to the ACL and a $1.3 million increase to the unfunded credit commitments reserve.

In addition to the adoption of ASU 2016-13, the increase in allowance for credit losses as a percent of gross loans and leases was principally due to a $1.1 million increase in specific reserves on individually evaluated loans related to the equipment finance and SBA loan portfolios.

During the six months ended June 30, 2023, we recorded net charge-offs on individually evaluated loans and leases of $144,000, comprised of $495,000 of charge-offs and $351,000 of recoveries.

We will continue to experience some level of periodic charge-offs in the future as exit strategies are considered and executed.

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

As of March 31, 2023 and December 31, 2022, our ratio of allowance for credit losses to total non-performing loans and leases was 807.44% and 662.20%, respectively.

This ratio increased primarily due to increase in reserve estimate for collectively evaluated loans and the continuation of a low level of non-performing loans and leases.

As discussed above, the adoption of ASC 326 includes the use of a reasonable and supportable forecast.

The model utilized captures the increased likelihood of a recession which adds to reserves in advance of the observance of specific negative credit indicators in the loan portfolio.

As of June 30, 2023 and December 31, 2022, our ratio of allowance for credit losses to total non-performing loans and leases was 188.90% and 662.20%, respectively.

This ratio decreased because the $10.9 million ABL loan downgraded to non-performing as of June 30, 2023 was fully collateralized and required no specific reserve.

Non-performing loans and leases exhibit weaknesses that inhibit repayment in compliance with the original terms of the note or lease;

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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, 2023.

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

First, we evaluate loans and leases for non-performing classification.

We analyze each loan and lease identified as non-performing on an individual basis to determine a specific reserve based upon the estimated value of the underlying collateral for collateral-dependent loans, or alternatively, the present value of expected cash flows.

We analyze each loan and lease identified as non-performing on an individual basis to determine a specific reserve based upon the estimated value of the

underlying collateral for collateral-dependent loans, or alternatively, the present value of expected cash flows.

All loans not evaluated individually are evaluated collectively as part of a portfolio segment or portfolio segment and class.

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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 credit loss reserve to bring the loan or lease to its net realizable value.

Many of the impaired loans as of March 31, 2023 are collateral dependent.

Many of the impaired loans as of June 30, 2023 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 credit losses for the existing loan and lease portfolio was $27.6 million, or 1.08% of gross loans and leases, at March 31, 2023.

As a result of our review process, we have concluded an appropriate allowance for credit losses for the existing loan and lease portfolio was $29.7 million, or 1.11% of gross loans and leases, at June 30, 2023.

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

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A summary of the activity in the allowance for credit 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,

2023 2022 2023 2022

(Dollars in Thousands)

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Commercial and industrial (329) (85) (495) (107)

Consumer and other loans — —

Consumer and other — — — —

Total charge-offs (329) (85) (495) (107)

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Commercial and industrial 220 117 314 201

Consumer and other loans 11 10

Consumer and other 2 9 13 19

Total recoveries 245 4,247 351 4,457

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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, 2023 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, 2023, 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, 2023 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, 2023, 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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Deposit flows and loan prepayments, however, are greatly influenced by general interest rates, economic and industry conditions, and competition.

Sources of liquidity

(in thousands) June 30,

2023 March 31,

2023 December 31,

2022 September 30,

2022 June 30,

Short-term investments $ 80,510 $ 159,859 $ 76,871 $ 86,707 $ 56,233

Collateral value of unencumbered pledged loans 265,884 296,393 184,415 289,513 174,315

Market value of unencumbered securities 217,074 200,332 188,353 173,013 182,429

Readily available liquidity 563,468 656,584 449,639 549,233 412,977

Fed fund lines 45,000 45,000 45,000 45,000 45,000

Excess brokered CD capacity 1

1,017,590 1,027,869 1,162,241 1,100,369 1,112,386

Total liquidity $ 1,626,058 $ 1,729,453 $ 1,656,880 $ 1,694,602 $ 1,570,363

Total uninsured, net collateralized deposits 829,727 941,774 953,139 973,671 900,902

(1) Bank internal policy limits brokered CDs to 50% of total bank funding when combined with FHLB advances.

We view readily accessible liquidity as a critical element to meet our cash and collateral obligations.

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

As described in the Response to Banking Liquidity Events section above, our readily accessible liquidity increased quarter over quarter.

At March 31, 2023 and December 31, 2022, the Bank had $158.9 million and $76.5 million on deposit with the FRB recorded in short-term investments, respectively.

Our readily accessible liquidity increased quarter over quarter.

At June 30, 2023 and December 31, 2022, the Bank had $80.2 million and $76.5 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 readily accessible 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 $729.6 million of outstanding wholesale funds at March 31, 2023, compared to $618.6 million of wholesale funds as of December 31, 2022, which represented 26.2% and 23.9%, respectively, of ending balance total bank funding.

We had $790.8 million of outstanding wholesale funds at June 30, 2023, compared to $618.6 million of wholesale funds as of December 31, 2022, which represented 27.6% and 23.9%, 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.

As described in the Response to Banking Liquidity Events section above, period-end in-market deposits increased as of March 31, 2023, compared to December 31, 2022.

Period-end in-market deposits increased as of June 30, 2023, compared to December 31, 2022.

There was a shift of in-market deposit mix to term deposits at higher interest rates, which was partially offset by deposit movement from transaction accounts to alternative investment options and clients funding their normal course of business activities.

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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, 2023.

The Bank was able to access the wholesale funding market as needed at rates and terms comparable to market standards during the quarter ended March 31, 2023.

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 readily accessible liquidity.

The Bank was in compliance with its policy limits as of June 30, 2023.

The Bank was able to access the wholesale funding market as needed at rates and terms comparable to market standards during the quarter ended June 30, 2023.

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

As of March 31, 2023, the available liquidity was in excess of the stated policy minimum.

As of June 30, 2023, 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.

The Bank also has the ability to raise local market deposits by offering attractive rates to generate the level required to fulfill its liquidity needs.

The Corporation has filed a shelf registration with the Securities and Exchange Commission that would allow the Corporation to offer and sell, from time to time and in one or more offerings, up to $75.0 million in aggregate initial offering price of common and preferred stock, debt securities, warrants, subscription rights, units, or depository shares, or any combination thereof.

During the three months ended March 31, 2023, operating activities resulted in a net cash inflow of $9.9 million, which included net income of $9.0 million.

Net cash used by investing activities for the three months ended March 31, 2023 was $116.3 million primarily due to net loan disbursements, investments made in securities available for sale, and additional investments in federal home loan bank stock and federal reserve bank stock.

Net cash provided by financing activities was $189.7 million for the three months ended March 31, 2023 primarily due to a net increase in deposits, partially offset by the repayment of FHLB advances.

The Corporation has a shelf registration statement on file with the Securities and Exchange Commission that would allow the Corporation to offer and sell, from time to time and in one or more offerings, up to $75.0 million in aggregate initial offering price of common and preferred stock, debt securities, warrants, subscription rights, units, or depository shares, or any combination thereof.

During the six months ended June 30, 2023, operating activities resulted in a net cash inflow of $22.5 million, which included net income of $17.3 million.

Net cash used by investing activities for the six months ended June 30, 2023 was $279.2 million primarily due to net loan disbursements, investments made in securities available for sale, and additional investments in federal home loan bank stock and federal reserve bank stock.

Net cash provided by financing activities was $266.8 million for the six months ended June 30, 2023 primarily due to a net increase in deposits, partially offset by the repayment of FHLB advances.

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, 2023, 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, 2022.

As of June 30, 2023, 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, 2022.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis