First Internet Bancorp 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this report. This discussion and analysis includes certain forward-looking statements that involve risks, uncertainties, and assumptions. You should review the “Risk Factors” sections of this report and our Annual Report on Form 10-K for the year ended December 31, 2019 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking statements. See also “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this report. 41 Overview First Internet Bancorp (“we,” “our,” “us,” or the “Company”) is a bank holding company that conducts its primary business activities through its wholly owned subsidiary, First Internet Bank of Indiana, an Indiana chartered bank (the “Bank”). The Bank was the first state-chartered, Federal Deposit Insurance Corporation (“FDIC”) insured Internet bank and commenced banking operations in 1999. The Company was incorporated under the laws of the State of Indiana on September 15, 2005. On March 21, 2006, we consummated a plan of exchange by which we acquired all of the outstanding shares of the Bank. The Bank has three wholly owned subsidiaries. First Internet Public Finance Corp. provides a range of public and municipal finance lending and leasing products to governmental entities throughout the United States and acquires securities issued by state and local governments and other municipalities. JKH Realty Services, LLC, manages other real estate owned (“OREO”) properties as needed. SPF15, Inc. is a real estate holding company. We offer a wide range of commercial, small business, consumer and municipal banking products and services. We conduct our consumer and small business deposit operations primarily through online channels on a nationwide basis and have no traditional branch offices. Our residential mortgage products are offered nationwide primarily through an online direct-to-consumer platform and are supplemented with Central Indiana-based mortgage and construction lending. Our consumer lending products are primarily originated on a nationwide basis over the Internet, as well as through relationships with dealerships and financing partners. Our commercial banking products and services are delivered through a relationship banking model and include commercial real estate (“CRE”) banking, commercial and industrial (“C&I”) banking, public finance, healthcare finance, small business lending and commercial deposits and treasury management. Through our CRE team, we offer single tenant lease financing on a nationwide basis in addition to traditional investor CRE and construction loans primarily within Central Indiana and adjacent markets. To meet the needs of commercial borrowers located primarily in Central Indiana, Phoenix, Arizona and adjacent markets, our C&I banking team provides credit solutions such as lines of credit, term loans, owner-occupied CRE loans and corporate credit cards. Our public finance team provides a range of public and municipal lending and leasing products to government entities on a nationwide basis. Our healthcare finance team was established in conjunction with our strategic partnership with Lendeavor, Inc., a San Francisco-based technology-enabled lender to healthcare practices, and provides lending for healthcare practice finance or acquisition, acquisition or refinancing of owner-occupied CRE and equipment purchases. This portfolio segment is generally concentrated in the Western and Southwestern regions of the United States with plans to continue expanding nationwide. Our commercial deposits and treasury management team works with the other commercial teams to provide deposit products and treasury management services to our commercial and municipal lending customers as well as pursues commercial deposit opportunities in business segments where we have no credit relationships. In 2018, we identified small business as an area for potential growth in loans, revenue and deposits. We believe that we can differentiate ourselves from larger financial institutions through providing a full suite of services to emerging small businesses and entrepreneurs. We have been focused on adding experienced personnel to build out our capabilities in small business lending and U.S. government guaranteed lending programs, including loans originated under the Small Business Administration (“SBA”) guidelines. To accelerate our efforts in this area, on November 1, 2019 we acquired a loan portfolio, a servicing portfolio and a team of experienced SBA professionals from First Colorado National Bank. During 2020, we have continued to hire additional small business sales, credit and operations personnel and plan to continue our efforts in onboarding talent as we build out our nationwide small business platform. COVID-19 Pandemic The third quarter 2020 was characterized by continued uncertainty as the coronavirus pandemic (“COVID-19”) persisted globally, resulting in high unemployment and market volatility. However, Federal, state and local governments have taken steps to reopen and stimulate economies, evidenced by improving economic indicators as the quarter progressed. While the effects of COVID-19 did have an impact on our operating results as of September 30, 2020, we believe the impact was consistent with the effects of COVID-19 on the overall banking industry. The low interest rate environment following Federal Reserve rate cuts in the first quarter 2020 had a negative impact on our variable rate assets in the second and third quarters of 2020. However, the low interest rate environment has also allowed us to reprice our interest-bearing deposits at lower rates, which provided a benefit to net interest income in the third quarter 2020. The benefit from lower deposit pricing is expected to continue in the fourth quarter 2020 and into 2021. Additionally, the low interest rate environment has driven residential mortgage rates to historically low levels, which has resulted in increased mortgage originations and has benefited our residential mortgage business. 42 At this time, the ultimate impact of COVID-19 on our business continues to remain uncertain as we cannot predict the duration of the pandemic or when the economies in which we operate will return to conditions existing prior to COVID-19. As a result of continued measures to either contain or reduce the impact of COVID-19, or an increase in the number of reported cases or mortality rates, we may experience issues that negatively impact our business, such as a decline in the liquidity of our borrowers or volatility in interest rates. Throughout the COVID-19 pandemic, our top priority has been the health of our team and clients. Most of our employees who worked remotely during the earlier stages of the pandemic have returned to the office. We have implemented social distancing policies, require our employees to wear masks while at work and increased cleaning frequency and protocols at all Company locations. Management will continue to assess the evolving health and safety situations at local and regional levels. Our plans remain flexible to adapt as these situations evolve. As a digitally-focused institution without branch locations, we were able to continue serving clients when they needed us most, while minimizing operational disruptions caused by COVID-19. Beginning in the first quarter 2020, we offered loan payment deferral programs for clients affected by COVID-19. Loan balances on payment deferral programs peaked in late May 2020 but as of October 30, 2020, less than 1% of loan balances were in deferral status and all borrowers coming off deferrals have resumed normal payment schedules. Despite the challenging environment, we have continued to prudently extend credit to both commercial and consumer clients. 43 Results of Operations The following table presents a summary of the Company’s financial performance for the last five completed fiscal quarters and the nine months ended September 30, 2020 and 2019. (dollars in thousands except for per share data) Three Months Ended Nine Months Ended September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 September 30, 2020 September 30, 2019 Income Statement Summary: Net interest income $ 16,232 $ 14.426 $ 15,018 $ 15,374 $ 15,244 $ 45,676 $ 47,593 Provision for loan losses 2,509 2,491 1,461 468 2,824 6,461 5,498 Noninterest income 12,495 4,973 6,211 5,405 5,558 23,679 11,384 Noninterest expense 16,412 13,244 13,486 12,613 11,203 43,142 34,021 Income tax provision (benefit) 1,395 (268) 263 602 449 1,390 1,315 Net income $ 8,411 $ 3,932 $ 6,019 $ 7,096 $ 6,326 $ 18,362 $ 18,143 Per Share Data: Earnings per share - basic $ 0.86 $ 0.40 $ 0.62 $ 0.72 $ 0.63 $ 1.87 $ 1.79 Earnings per share - diluted $ 0.86 $ 0.40 $ 0.62 $ 0.72 $ 0.63 $ 1.87 $ 1.79 Dividends declared per share $ 0.06 $ 0.06 $ 0.06 $ 0.06 $ 0.06 $ 0.18 $ 0.18 Book value per common share $ 32.46 $ 31.40 $ 31.13 $ 31.30 $ 30.30 $ 32.46 $ 30.30 Tangible book value per common share 1 $ 31.98 $ 30.92 $ 30.65 $ 30.82 $ 29.82 $ 31.98 $ 29.82 Common shares outstanding 9,800,569 9,799,047 9,801,825 9,741,800 9,741,800 9,800,569 9,741,800 Average common shares outstanding: Basic 9,773,175 9,768,227 9,721,485 9,825,784 9,979,603 9,825,683 10,114,303 Diluted 9,773,224 9,768,227 9,750,528 9,843,829 9,980,612 9,827,182 10,116,507 Dividend payout ratio 2 6.98 % 15.00 % 9.68 % 8.33 % 9.52 % 9.63 % 10.06 % Performance Ratios: Return on average assets 0.78 % 0.37 % 0.59 % 0.69 % 0.63 % 0.58 % 0.64 % Return on average shareholders’ equity 10.67 % 5.15 % 7.78 % 9.46 % 8.40 % 7.90 % 8.20 % Return on average tangible common equity 1 10.83 % 5.23 % 7.90 % 9.61 % 8.53 % 8.02 % 8.33 % Net interest margin 1.53 % 1.37 % 1.50 % 1.51 % 1.54 % 1.47 % 1.70 % Net interest margin - FTE 1,3 1.67 % 1.50 % 1.65 % 1.67 % 1.70 % 1.61 % 1.87 % Noninterest expense to average assets 1.52 % 1.22 % 1.32 % 1.22 % 1.11 % 1.36 % 1.19 % Capital Ratios: Total shareholders’ equity to assets 7.34 % 7.12 % 7.32 % 7.44 % 7.21 % 7.34 % 7.21 % Tangible common equity to tangible assets ratio 1 7.24 % 7.01 % 7.22 % 7.33 % 7.10 % 7.24 % 7.10 % Tier 1 leverage ratio 7.72 % 7.49 % 7.82 % 7.64 % 7.66 % 7.72 % 7.66 % Common equity tier 1 capital ratio 11.13 % 10.94 % 10.76 % 10.84 % 10.93 % 11.13 % 10.93 % Tier 1 capital ratio 11.13 % 10.94 % 10.76 % 10.84 % 10.93 % 11.13 % 10.93 % Total risk-based capital ratio 14.38 % 14.13 % 13.87 % 13.99 % 14.17 % 14.38 % 14.17 % 1 This information represents a non-GAAP financial measure. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of this measure to its most directly comparable GAAP measure. 2 Dividends per share divided by diluted earnings per share. 3 On a fully-taxable equivalent (“FTE”) basis assuming a 21% tax rate. Net interest income is adjusted to reflect income from assets such as municipal loans and securities that are exempt from Federal income taxes. This is to recognize the income tax savings that facilitates a comparison between taxable and tax-exempt assets. The Company believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully-taxable equivalent basis, as these measures provide useful information to make peer comparisons. 44 During the third quarter 2020, net income was $8.4 million, or $0.86 per diluted share, compared to the third quarter 2019 net income of $6.3 million, or $0.63 per diluted share, representing an increase in net income of $2.1 million, or 33.0%. During the nine months ended September 30, 2020, net income was $18.4 million, or $1.87 per diluted share, compared to the nine months ended September 30, 2019 net income of $18.1 million, or $1.79 per diluted share, representing an increase in net income of $0.2 million, or 1.2%. The $2.1 million increase in net income in the third quarter 2020 compared to the third quarter 2019 was due primarily to an increase of $6.9 million, or 124.8%, in noninterest income, an increase of $1.0 million, or 6.5%, in net interest income and a $0.3 million, or 11.2%, decrease in provision for loan losses, partially offset by a $5.2 million, or 46.5%, increase in noninterest expense and an increase of $0.9 million, or 210.7%, in income tax expense. The $0.2 million increase in net income in the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 was due primarily to a $12.3 million, or 108.0%, increase in noninterest income, partially offset by a $9.1 million, or 26.8%, increase in noninterest expense, a $1.9 million, or 4.0%, decrease in net interest income, a $1.0 million, or 17.5%, increase in provision for loan losses and a $0.1 million, or 5.7%, increase in income tax expense. During the third quarter 2020, return on average assets (“ROAA”) and return on average shareholders’ equity (“ROAE”) were 0.78% and 10.67%, respectively, compared to 0.63% and 8.40%, respectively, for the third quarter 2019. During the nine months ended September 30, 2020, ROAA and ROAE were 0.58% and 7.90%, respectively, compared to 0.64% and 8.20%, respectively, for the nine months ended September 30, 2019. The increase in ROAA for the three months ended September 30, 2020 compared to the three months ended September 30, 2019 was due primarily to the increase in net income. The decrease in ROAA for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 was due primarily to the Company’s growth in average assets. The increase in ROAE during the three months ended September 30, 2020 compared to the three months ended September 30, 2019 was due mainly to the increase in net income. The decrease in ROAE during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 was due to the Company’s growth in average equity. 45 Consolidated Average Balance Sheets and Net Interest Income Analyses For the periods presented, the following tables provide the average balances of interest-earning assets and interest-bearing liabilities and the related yields and cost of funds. The tables do not reflect any effect of income taxes except for net interest margin - FTE, as discussed below. Balances are based on the average of daily balances. Nonaccrual loans are included in average loan balances. (dollars in thousands) Three Months Ended September 30, 2020 June 30, 2020 September 30, 2019 Average Balance Interest /Dividends Yield /Cost Average Balance Interest /Dividends Yield /Cost Average Balance Interest /Dividends Yield /Cost Assets Interest-earning assets Loans, including loans held-for-sale $ 3,031,024 $ 29,560 3.88 % $ 2,989,772 $ 29,730 4.00 % $ 2,902,081 $ 30,594 4.18 % Securities - taxable 539,154 2,240 1.65 % 560,947 3,276 2.35 % 462,490 3,468 2.97 % Securities - non-taxable 94,398 381 1.61 % 96,675 457 1.90 % 99,290 639 2.55 % Other earning assets 552,058 569 0.41 % 594,296 759 0.51 % 469,454 2,993 2.53 % Total interest-earning assets 4,216,634 32,750 3.09 % 4,241,690 34,222 3.24 % 3,933,315 37,694 3.80 % Allowance for loan losses (25,347) (23,388) (20,050) Noninterest-earning assets 116,532 111,872 102,168 Total assets $ 4,307,819 $ 4,330,174 $ 4,015,433 Liabilities Interest-bearing liabilities Interest-bearing demand deposits $ 154,275 $ 228 0.59 % $ 137,487 $ 237 0.69 % $ 126,130 $ 233 0.73 % Regular savings accounts 45,466 79 0.69 % 37,204 92 0.99 % 32,434 91 1.11 % Money market accounts 1,295,249 2,442 0.75 % 1,089,063 3,541 1.31 % 639,181 3,261 2.02 % Certificates and brokered deposits 1,784,631 9,679 2.16 % 2,006,966 11,893 2.38 % 2,233,350 14,778 2.63 % Total interest-bearing deposits 3,279,621 12,428 1.51 % 3,270,720 15,763 1.94 % 3,031,095 18,363 2.40 % Other borrowed funds 584,634 4,090 2.78 % 584,543 4,033 2.77 % 584,308 4,087 2.78 % Total interest-bearing liabilities 3,864,255 16,518 1.70 % 3,855,263 19,796 2.07 % 3,615,403 22,450 2.46 % Noninterest-bearing deposits 75,901 73,758 43,972 Other noninterest-bearing liabilities 54,052 94,285 57,276 Total liabilities 3,994,208 4,023,306 3,716,651 Shareholders’ equity 313,611 306,868 298,782 Total liabilities and shareholders’ equity $ 4,307,819 $ 4,330,174 $ 4,015,433 Net interest income $ 16,232 $ 14,426 $ 15,244 Interest rate spread 1 1.39% 1.17% 1.34 % Net interest margin 2 1.53% 1.37% 1.54 % Net interest margin - FTE 3 1.67% 1.50% 1.70 % 1 Yield on total interest-earning assets minus cost of total interest-bearing liabilities. 2 Net interest income divided by total average interest-earning assets (annualized). 3 On an FTE basis assuming a 21% tax rate. Net interest income is adjusted to reflect income from assets such as municipal loans and securities that are exempt from Federal income taxes. This is to recognize the income tax savings that facilitates a comparison between taxable and tax-exempt assets. The Company believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully-taxable equivalent basis, as these measures provide useful information to make peer comparisons. Net interest margin - FTE represents a non-GAAP financial measure. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of this measure to its most directly comparable GAAP measure. 46 (dollars in thousands) Nine Months Ended September 30, 2020 September 30, 2019 Average Balance Interest /Dividends Yield /Cost Average Balance Interest /Dividends Yield /Cost Assets Interest-earning assets Loans, including loans held-for-sale $ 2,999,711 $ 89,698 3.99 % $ 2,864,802 $ 90,654 4.23 % Securities - taxable 543,699 9,135 2.24 % 450,898 10,322 3.06 % Securities - non-taxable 96,960 1,410 1.94 % 97,042 1,991 2.74 % Other earning assets 520,875 2,973 0.76 % 322,544 6,560 2.72 % Total interest-earning assets 4,161,245 103,216 3.31 % 3,735,286 109,537 3.92 % Allowance for loan losses (23,605) (19,191) Noninterest-earning assets 108,561 101,313 Total assets $ 4,246,201 $ 3,817,408 Liabilities Interest-bearing liabilities Interest-bearing demand deposits $ 138,288 $ 684 0.66 % $ 117,811 $ 659 0.75 % Regular savings accounts 37,700 249 0.88 % 36,241 304 1.12 % Money market accounts 1,084,411 9,726 1.20 % 598,410 9,009 2.01 % Certificates and brokered deposits 1,952,973 34,740 2.38 % 2,128,239 40,924 2.57 % Total interest-bearing deposits 3,213,372 45,399 1.89 % 2,880,701 50,896 2.36 % Other borrowed funds 584,547 12,141 2.77 % 558,141 11,048 2.65 % Total interest-bearing liabilities 3,797,919 57,540 2.02 % 3,438,842 61,944 2.41 % Noninterest-bearing deposits 70,060 43,035 Other noninterest-bearing liabilities 67,716 39,568 Total liabilities 3,936,695 3,521,455 Shareholders’ equity 310,506 295,963 Total liabilities and shareholders’ equity $ 4,246,201 $ 3,817,408 Net interest income $ 45,676 $ 47,593 Interest rate spread 1 1.29 % 1.51 % Net interest margin 2 1.47 % 1.70 % Net interest margin - FTE 3 1.61 % 1.87 % 1 Yield on total interest-earning assets minus cost of total interest-bearing liabilities. 2 Net interest income divided by total average interest-earning assets (annualized). 3 On an FTE basis assuming a 21% tax rate. Net interest income is adjusted to reflect income from assets such as municipal loans and securities that are exempt from Federal income taxes. This is to recognize the income tax savings that facilitates a comparison between taxable and tax-exempt assets. The Company believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully-taxable equivalent basis, as these measures provide useful information to make peer comparisons. Net interest margin - FTE represents a non-GAAP financial measure. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of this measure to its most directly comparable GAAP measure. 47 Rate/Volume Analysis The following table illustrates the impact of changes in the volume of interest-earning assets and interest-bearing liabilities and interest rates on net interest income for the periods indicated. The change in interest not due solely to volume or rate has been allocated in proportion to the absolute dollar amounts of the change in each. (dollars in thousands) Three Months Ended September 30, 2020 vs. June 30, 2020 Due to Changes in Three Months Ended September 30, 2020 vs. September 30, 2019 Due to Changes in Nine Months Ended September 30, 2020 vs. September 30, 2019 Due to Changes in Volume Rate Net Volume Rate Net Volume Rate Net Interest income Loans, including loans held-for-sale $ 2,207 $ (2,377) $ (170) $ 6,263 $ (7,297) $ (1,034) $ 5,804 $ (6,167) $ (363) Securities – taxable (119) (917) (1,036) 2,983 (4,211) (1,228) 2,692 (3,889) (1,197) Securities – non-taxable (10) (66) (76) (30) (228) (258) (1) (580) (581) Other earning assets (50) (140) (190) 3,034 (5,458) (2,424) 4,170 (7,757) (3,587) Total 2,028 (3,500) (1,472) 12,250 (17,194) (4,944) 12,665 (18,393) (5,728) Interest expense Interest-bearing deposits 301 (3,636) (3,335) 8,695 (14,630) (5,935) 7,921 (13,418) (5,497) Other borrowed funds 3 54 57 3 — 3 558 535 1,093 Total 304 (3,582) (3,278) 8,698 (14,630) (5,932) 8,479 (12,883) (4,404) Increase (decrease) in net interest income $ 1,724 $ 82 $ 1,806 $ 3,552 $ (2,564) $ 988 $ 4,186 $ (5,510) $ (1,324) Net interest income for the third quarter 2020 was $16.2 million, an increase of $1.0 million, or 6.5%, compared to $15.2 million for the third quarter 2019. The increase in net interest income was primarily the result of a $5.9 million, or 26.4%, decrease in total interest expense to $16.5 million for the third quarter 2020 from $22.5 million for the third quarter 2019. The decrease in total interest expense was partially offset by a $4.9 million, or 13.1%, decrease in total interest income to $32.8 million for the third quarter 2020 from $37.7 million for the third quarter 2019. Net interest income for the nine months ended September 30, 2020 was $45.7 million, a decrease of $1.9 million, or 4.0%, compared to $47.6 million for the nine months ended September 30, 2019. The decrease in net interest income was the result of a decrease in total interest income of $6.3 million, or 5.8%, from $109.5 million for the nine months ended September 30, 2019 to $103.2 million for the nine months ended September 30, 2020. This decrease was partially offset by a $4.4 million, or 7.1%, decrease in total interest expense to $57.5 million for the nine months ended September 30, 2020 from $61.9 million the nine months ended September 30, 2019. The decrease in total interest income for the third quarter 2020 compared to the third quarter 2019 was due to decreases in interest earned on loans, including loans held-for-sale, other earning assets and securities. Interest income earned on other earning assets declined $2.4 million, or 81.0%, due mainly to a 212 basis point (“bp”) decline in the yield earned on these assets, partially offset by an increase of $82.6 million, or 17.6%, in the average balance of other earning assets. The increase in other earning assets was due to higher cash balances driven by growth in the average balance of deposits. Additionally, interest income earned on securities decreased $1.5 million, or 36.2%, due to a decline of 118 bps in the yield earned on securities, partially offset by an increase of $71.8 million, or 12.8%, in the average balance of securities. The increase in average securities balances was due to the deployment of liquidity driven by deposit growth. Interest income earned on loans decreased $1.0 million, or 3.4%, due primarily to a decline of 30 bps in the yield earned on average loan balances, partially offset by an increase of $128.9 million, or 4.4%, in average loan balances. The increase in average loan balances was due to growth in the healthcare finance portfolio and the small business lending portfolio, which included loans acquired from First Colorado National Bank, as well as loans originated through PPP. The decrease in total interest income for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 was due to decreases in interest income earned on loans, including loans held-for-sale, other earning assets and securities. Interest income earned on other earning assets decreased $3.6 million, or 54.7%, due to a decline of 196 bps in the yield earned on these assets, partially offset by an increase of $198.3 million, or 61.5%, in the average balance of other earning assets. The increase in other earning assets was due to higher cash balances driven by growth in the average balance of deposits. Interest income earned on securities decreased $1.8 million, or 14.4%, due to a decline of 81 bps in the yield earned on securities, partially offset by an increase of $92.7 million, or 16.9%, in the average balance of securities. The increase in average securities balances was due to deployment of liquidity driven by deposit growth. Interest income earned on 48 loans, including loans held-for-sale, decreased by $1.0 million as an increase of $134.9 million, or 4.7%, in the average balance of loans was partially offset by a decline of 24 bps in the yield earned on loans. The increase in average loan balances was due to growth in the healthcare finance portfolio and the small business lending portfolio, which included loans acquired from First Colorado National Bank, as well as loans originated through PPP. Overall, the yield on interest-earning assets for the third quarter 2020 declined 71 bps to 3.09% from 3.80% for the third quarter 2019. Additionally, the yield on interest-earning assets for the nine months ended September 30, 2020 declined 61 bps to 3.31% from 3.92% for the nine months ended September 30, 2019. The declines in the yields earned on interest-earning assets were due to the continued decrease in market interest rates from the year-ago periods. Interest rates began declining during 2019 and have declined significantly in 2020 following Federal Reserve interest rate cuts in March 2020 in response to the economic effects of COVID-19. The decline in interest rates negatively impacted the yields earned on variable rate loans, including fixed rate loans that have been effectively converted to variable rate loans through the use of interest rate swap agreements, and new loan originations as well as variable rate securities and cash balances, which were elevated throughout both the third quarter 2020 and the nine months ended September 30, 2020 due to growth in average deposit balances. The decrease in total interest expense for the third quarter 2020 compared to the third quarter 2019 was due primarily to a decrease in interest expense related to certificates and brokered deposits and money market accounts. Interest expense on certificates and brokered deposits decreased $5.1 million, or 34.5%, due to a decline of 47 bps in the cost of these deposits as well as a $448.7 million, or 20.1%, decrease in the average balance of these deposits. The decrease in certificates and brokered deposit balances was driven by the Company’s pricing strategy to reduce the level of these higher cost deposits. The decrease in interest expense related to money market accounts of $0.8 million, or 25.1%, was driven by a decline of 127 bps in the cost of these deposits, partially offset by an increase of $656.1 million, or 102.6%, in the average balance of these deposits. Money market balances have increased throughout 2020 due to targeted digital marketing efforts to grow small business accounts, as well as consumers, small businesses and commercial clients increasing their cash balances due in part to the economic uncertainty resulting from COVID-19. The decrease in total interest expense for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 was due to a decrease in interest expense related to certificates and brokered deposits, partially offset by increases in interest expense on money market accounts and other borrowed funds. The decrease in expense related to certificates and brokered deposits of $6.2 million, or 15.1%, was due to a decline of 19 bps in the cost of these deposits as well as a $175.3 million, or 8.2%, decrease in the average balance of these deposits. The decrease in certificates and brokered deposit balances was driven by the Company’s pricing strategy to reduce the level of these higher cost deposits. Interest expense on money market accounts increased $0.7 million, or 8.0%, driven by an increase of $486.0 million, or 81.2%, in the average balance of these deposits, partially offset by a decline of 81 bps in the cost of these deposits. Money market balances have increased throughout 2020 due to targeted digital marketing efforts to grow small business accounts as well as consumers, small businesses and commercial clients increasing their cash balances due in part to the economic uncertainty resulting from COVID-19. The increase in expense related to other borrowed funds of $1.1 million, or 9.8%, was due primarily to the impact of the issuance of the 2029 Notes (subordinated debt) issued in June 2019 with an aggregate principal amount of $37.0 million and an initial fixed interest rate of 6.00%. Overall, the cost of total interest-bearing liabilities for the third quarter 2020 declined 76 bps to 1.70% from 2.46% for the third quarter 2019. Additionally, the cost of total interest-bearing liabilities for the nine months ended September 30, 2020 declined 39 bps to 2.02% from 2.41% for the nine months ended September 30, 2019. Similar to asset yields, the declines in the cost of funds were due to the continued decrease in market interest rates from the year-ago periods. The sharp declines in both short- and long-term interest rates due to COVID-19 have allowed the Company to reprice all of its deposit products at lower rates. Furthermore, a shift in the deposit composition from higher cost certificates and brokered deposits to lower cost money market accounts also contributed to the decline in the cost of deposit funding. Net interest margin (“NIM”) was 1.53% for the third quarter 2020 compared to 1.54% for the third quarter 2019. On a fully-taxable equivalent basis, NIM was 1.67% for the third quarter 2020 compared to 1.70% for the third quarter 2019. NIM was 1.47% for the nine months ended September 30, 2020 compared to 1.70% for the nine months ended September 30, 2019. On a fully-taxable equivalent basis, NIM was 1.61% for the nine months ended September 30, 2020 compared to 1.87% for the nine months ended September 30, 2019. For the nine months ended September 30, 2020, the decrease in NIM reflects the greater decline in asset yields compared to the decline in the cost of funds during the applicable periods. Following the Federal Reserve’s interest rate cuts in March 2020 in response to COVID-19, variable rate assets tied to market rates repriced faster than deposits. However, as the pace of short-term market interest rate declines has slowed over the course of the year, the Company believes that yields on 49 interest-earning assets have largely stabilized. Furthermore, the Company has approximately $931.0 million of certificates and brokered deposits with a weighted average cost of 2.02% that mature over the next twelve months. As the weighted average cost of these deposits is significantly higher than current new production costs, the Company expects the cost of deposit funding to continue to decline. Noninterest Income The following table presents noninterest income for the last five completed fiscal quarters and the nine months ended September 30, 2020 and 2019. (in thousands) Three Months Ended Nine Months Ended September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 September 30, 2020 September 30, 2019 Service charges and fees $ 224 $ 182 $ 212 $ 213 $ 211 $ 618 $ 672 Loan servicing revenue 274 255 251 166 — 780 — Loan servicing asset revaluation (103) (90) (179) — — (372) — Mortgage banking activities 9,630 3,408 3,668 2,953 4,307 16,706 8,588 Gain on sale of loans 2,033 762 1,801 1,721 523 4,596 353 Gain (loss) on sale of securities 98 — 41 — — 139 (458) Other 339 456 417 352 517 1,212 2,229 Total noninterest income $ 12,495 $ 4,973 $ 6,211 $ 5,405 $ 5,558 $ 23,679 $ 11,384 During the third quarter 2020, noninterest income was $12.5 million, representing an increase of $6.9 million, or 124.8%, compared to $5.6 million for the third quarter 2019. The increase in noninterest income was due primarily to increases in revenue from mortgage banking activities, gain on sale of loans and loan servicing revenue, which were partially offset by lower other income and loan servicing asset revaluation. The increase in mortgage banking revenue was due mainly to an increase in loan origination volume, driven by historically low mortgage interest rates, and higher gain-on-sale margins. The increase in gain on sale of loans was due to the Company selling $12.9 million of SBA 7(a) guaranteed loans and $12.2 million of single tenant lease financing loans during the third quarter 2020, recognizing a net gain of $2.0 million, as compared to a $0.5 million net gain on the sale of loans in the third quarter 2019 from sales totaling $53.4 million of single tenant lease financing and public finance loans. The Company recognized $0.2 million of loan servicing revenue, net of the loan servicing asset revaluation, in the third quarter 2020, in connection with its SBA 7(a) servicing portfolio, which includes the portfolio acquired in the fourth quarter 2019 as well as loans originated by the Company in 2020. The decrease in other noninterest income was mainly the result of income recognized in the prior year related to the Company’s temporary ownership of the land associated with the Company’s future corporate headquarters. Refer to Note 11 to the condensed consolidated financial statements for additional information about the Company’s new headquarters. During the nine months ended September 30, 2020, noninterest income was $23.7 million, representing an increase of $12.3 million, or 108.0%, compared to $11.4 million for the nine months ended September 30, 2019. The increase in noninterest income was due primarily to increases in revenue from mortgage banking activities, gain on sale of loans, loan servicing revenue and gain (loss) on sale of securities, which were partially offset by a decrease in other income. The increase in mortgage banking revenue was due mainly to an increase in loan origination volume, driven by historically low mortgage interest rates, and higher gain-on-sale margins. The increase in gain on sale of loans was due to sales of portfolio loans with book values totaling $216.7 million that resulted in a gain of $1.3 million, as well as a gain of $3.3 million on the sale of SBA 7(a) guaranteed loans during the nine months ended September 30, 2020, compared to the Company selling portfolio loans with book values of $201.8 million that resulted in a net gain of $0.4 million during the nine months ended September 30, 2019. The increase in gain (loss) on sale of securities was due to a gain of $0.1 million being recorded during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 when the Company sold lower-yielding mortgage-backed and U.S. Government Agency securities that resulted in a loss of $0.5 million. The Company also recognized loan servicing revenue, net of the loan servicing asset revaluation, of $0.4 million, during the nine months ended September 30, 2020, in connection with its SBA 7(a) servicing portfolio, which includes the portfolio acquired in the fourth quarter 2019, as well as loans originated by the Company in 2020. The decrease in other noninterest income was mainly the result of income recognized in the prior year associated with the sale of the Company’s Visa Class B shares at a gain of $0.5 million and $0.4 million of income related to the Company’s temporary ownership of the land associated with its future corporate headquarters. Refer to Note 11 to the condensed consolidated financial statements for additional information about the Company’s new headquarters. 50 Noninterest Expense The following table presents noninterest expense for the last five completed fiscal quarters and the nine months ended September 30, 2020 and 2019. (in thousands) Three Months Ended Nine Months Ended September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 September 30, 2020 September 30, 2019 Salaries and employee benefits $ 9,533 $ 7,789 $ 7,774 $ 7,168 $ 6,883 $ 25,096 $ 19,846 Marketing, advertising and promotion 426 411 375 409 456 1,212 1,391 Consulting and professional services 614 932 1,177 1,242 778 2,723 2,427 Data processing 388 339 375 312 381 1,102 1,026 Loan expenses 408 399 599 289 247 1,406 853 Premises and equipment 1,568 1,602 1,625 1,556 1,506 4,795 4,503 Deposit insurance premium 440 435 485 601 — 1,360 1,302 Write-down of other real estate owned 2,065 — — — — 2,065 — Other 970 1,337 1,076 1,036 952 3,383 2,673 Total noninterest expense $ 16,412 $ 13,244 $ 13,486 $ 12,613 $ 11,203 $ 43,142 $ 34,021 Noninterest expense for the third quarter 2020 was $16.4 million, compared to $11.2 million for the third quarter 2019. The increase of $5.2 million, or 46.5%, compared to the third quarter 2019 was due primarily to increases of $2.7 million in salaries and employee benefits and $0.4 million in deposit insurance premium, as well as a $2.1 million write-down of a legacy commercial other real estate owned (“OREO”) property. The increase in salaries and employee benefits was due mainly to an increase in headcount, which includes the impact of personnel growth associated with the Company’s small business lending platform, as well as increased mortgage and small business lending incentive compensation. The increase in deposit insurance premium was due primarily to the Company not incurring deposit insurance premium expense during the third quarter 2019 as a result of the small bank assessment credit applied by the FDIC. Noninterest expense for the nine months ended September 30, 2020 was $43.1 million, compared to $34.0 million for the nine months ended September 30, 2019. The increase of $9.1 million, or 26.8%, compared to the nine months ended September 30, 2019 was due primarily to increases of $5.3 million in salaries and employee benefits, $0.7 million in other expenses, $0.6 million in loan expenses, $0.3 million in consulting and professional services and $0.3 million in premises and equipment, as well as a $2.1 million write-down of a legacy commercial OREO property. The increase in salaries and employee benefits was primarily the result of personnel growth, mostly associated with the Company’s small business lending platform, as well as increased mortgage and small business lending incentive compensation. The increase in other expenses was due primarily to a $0.3 million charitable contribution the Company made to assist small businesses and nonprofits address the economic challenges of the COVID-19 pandemic, as well as various other miscellaneous expenses, none of which were individually significant. The increase in loan expenses was driven primarily by costs associated with nonperforming loans. The increase in consulting and professional services was due primarily to increased recruitment costs and directors’ fees. The increase in premises and equipment was due primarily to higher software expense. Income tax provision was $1.4 million for the third quarter 2020, resulting in an effective tax rate of 14.2%, compared to $0.5 million and an effective tax rate of 6.6% for the third quarter 2019. Income tax provision was $1.4 million for the nine months ended September 30, 2020, resulting in an effective tax rate of 7.0%, compared to $1.3 million and an effective tax rate of 6.8% for the nine months ended September 30, 2019. The increase in income tax provision for the third quarter 2020 compared to the third quarter 2019 was due primarily to the increase in pre-tax earnings driven by a higher proportion of taxable revenue from mortgage banking and gain on sale of loans. 51 Financial Condition The following table presents summary balance sheet data for the last five completed fiscal quarters. (in thousands) Balance Sheet Data: September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 Total assets $ 4,333,624 $ 4,324,600 $ 4,168,146 $ 4,100,083 $ 4,095,491 Loans 3,012,914 2,973,674 2,892,093 2,963,547 2,881,272 Total securities 596,565 657,312 675,013 602,730 591,549 Loans held-for-sale 76,208 38,813 52,394 56,097 41,119 Noninterest-bearing deposits 86,088 82,864 70,562 57,115 50,560 Interest-bearing deposits 3,286,303 3,297,925 3,107,944 3,096,848 3,097,682 Total deposits 3,372,391 3,380,789 3,178,506 3,153,963 3,148,242 Advances from Federal Home Loan Bank 514,914 514,913 514,911 514,910 514,908 Total shareholders’ equity 318,102 307,711 307,711 304,913 295,140 Total assets increased $233.5 million, or 5.7%, to $4.3 billion at September 30, 2020 compared to $4.1 billion at December 31, 2019. Balance sheet growth was driven by an increase in deposits of $218.4 million, or 6.9%. The deposit growth drove an increase in liquid assets as cash balances increased $161.1 million, or 49.2%. Additionally, loan balances increased $49.4 million, or 1.7%, and loans held-for-sale increased $20.1 million, or 35.9%. As deposit growth outpaced loan growth, balance sheet liquidity increased as reflected in the percentage of loans to deposits, which declined to 89.3% as of September 30, 2020, compared to 94.0% as of December 31, 2019. 52 Loan Portfolio Analysis The following table presents a summary of the Company’s loan portfolio for the last five completed fiscal quarters. (dollars in thousands) September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 Commercial loans Commercial and industrial $ 77,116 2.6 % $ 81,687 2.7 % $ 95,227 3.3 % $ 96,420 3.3 % $ 83,481 2.9 % Owner-occupied commercial real estate (1) 89,095 3.0 % 86,897 2.9 % 87,957 3.0 % 86,726 2.9 % 86,357 3.0 % Investor commercial real estate 13,084 0.4 % 13,286 0.4 % 13,421 0.5 % 12,567 0.4 % 11,852 0.4 % Construction 92,154 3.1 % 77,591 2.6 % 64,581 2.2 % 60,274 2.0 % 54,131 1.9 % Single tenant lease financing 960,505 31.9 % 980,292 33.0 % 972,275 33.6 % 995,879 33.6 % 1,008,247 35.0 % Public finance 625,638 20.8 % 647,107 21.8 % 627,678 21.7 % 687,094 23.2 % 686,622 23.8 % Healthcare finance 461,740 15.3 % 380,956 12.8 % 372,266 12.9 % 300,612 10.1 % 251,530 8.6 % Small business lending (1) 123,168 4.1 % 118,526 4.0 % 54,055 1.9 % 46,945 1.6 % 11,597 0.4 % Total commercial loans 2,442,500 81.2 % 2,386,342 80.2 % 2,287,460 79.1 % 2,286,517 77.1 % 2,193,817 76.0 % Consumer loans Residential mortgage 203,041 6.7 % 208,728 7.0 % 218,730 7.6 % 313,849 10.6 % 320,451 11.1 % Home equity 22,169 0.7 % 22,640 0.8 % 23,855 0.8 % 24,306 0.8 % 25,042 0.9 % Other consumer 282,450 9.3 % 291,632 9.8 % 296,605 10.2 % 295,309 10.0 % 296,573 10.4 % Total consumer loans 507,660 16.7 % 523,000 17.6 % 539,190 18.6 % 633,464 21.4 % 642,066 22.4 % Net deferred loan origination costs, premiums and discounts on purchased loans and other (2) 62,754 2.1 % 64,332 2.2 % 65,443 2.3 % 43,566 1.5 % 45,389 1.6 % Total loans 3,012,914 100.0 % 2,973,674 100.0 % 2,892,093 100.0 % 2,963,547 100.0 % 2,881,272 100.0 % Allowance for loan losses (26,917) (24,465) (22,857) (21,840) (21,683) Net loans $ 2,985,997 $ 2,949,209 $ 2,869,236 $ 2,941,707 $ 2,859,589 (1) As of December 31, 2019, the Company held $13.3 million of SBA loans which were classified within the small business lending category. In the third quarter 2020, those balances were reclassified into the owner-occupied commercial real estate category. (2) Includes carrying value adjustments of $44.3 and $46.0 million related to terminated interest rate swaps associated with public finance loans as of September 30, 2020 and June 30, 2020, respectively, and $44.6 million, $21.4 million and $27.6 million, as of March 31, 2020, December 31, 2019 and September 30, 2019, respectively, related to interest rate swaps associated with public finance loans. Total loans were $3.0 billion as of September 30, 2020, an increase of $49.4 million, or 1.7%, compared to December 31, 2019. Total commercial balances were $2.4 billion as of September 30, 2020, up $156.0 million, or 6.8%, from December 31, 2019. Compared to December 31, 2019, production in healthcare finance, small business lending and construction was partially offset by lower balances in the public finance and single tenant lease financing loan portfolios, due primarily to sales of $106.6 million of loans in these categories during 2020, as well as a decline in commercial and industrial balances. The growth in healthcare finance balances was due primarily to a combination of strong borrower demand following the re-opening of state and local economies across the U.S. subsequent to shelter-in-place orders in response to COVID-19 and growth in loan originations by the sales team at Lendeavor, the Company’s origination partner in this loan category. The growth in small business lending was driven by $58.3 million of PPP loan balances originated during the second quarter 2020, as well as an increase in originated SBA 7(a) loans during 2020. Total consumer loan balances were $507.7 million as of September 30, 2020, a decrease of $125.8 million, or 19.9%, compared to December 31, 2019. The decline in consumer loan balances from December 31, 2019 was due primarily to the sale of $90.8 million of portfolio residential mortgage loans in the first quarter 2020, which included seasoned lower-yielding loans. Additionally, the balances of residential mortgage loans and other consumer loans have been impacted by elevated prepayment activity, which more than offset new origination activity. 53 Asset Quality Nonperforming loans are comprised of nonaccrual loans and loans 90 days past due and accruing. Nonperforming assets include nonperforming loans, OREO and other nonperforming assets, which consist of repossessed assets. The following table provides a summary of the Company’s nonperforming assets for the last five completed fiscal quarters. (dollars in thousands) September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 Nonaccrual loans Commercial loans: Commercial and industrial $ 117 $ 299 $ 218 $ 226 $ 585 Owner-occupied commercial real estate 1,390 2,066 1,390 464 465 Single tenant lease financing 7,148 4,680 4,680 4,680 4,691 Total commercial loans 8,655 7,045 6,288 5,370 5,741 Consumer loans: Residential mortgage 1,085 1,042 991 761 — Other consumer 34 108 39 33 41 Total consumer loans 1,119 1,150 1,030 794 41 Total nonaccrual loans 9,774 8,195 7,318 6,164 5,782 Past Due 90 days and accruing loans Commercial loans: Commercial and industrial — — 73 — — Total commercial loans — — 73 — — Consumer loans: Residential mortgage — — 51 568 — Other consumer — — 1 — 1 Total consumer loans — — 52 568 1 Total past due 90 days and accruing loans — — 125 568 1 Total nonperforming loans 9,774 8,195 7,443 6,732 5,783 Other real estate owned Investor commercial real estate — 2,065 2,065 2,065 2,066 Residential mortgage — — — — 553 Total other real estate owned — 2,065 2,065 2,065 2,619 Other nonperforming assets 8 44 114 75 95 Total nonperforming assets $ 9,782 $ 10,304 $ 9,622 $ 8,872 $ 8,497 Total nonperforming loans to total loans 0.32 % 0.28 % 0.26 % 0.23 % 0.20 % Total nonperforming assets to total assets 0.23 % 0.24 % 0.23 % 0.22 % 0.21 % Allowance for loan losses to total loans 0.89 % 0.82 % 0.79 % 0.74 % 0.75 % Allowance for loan losses to total loans, excluding PPP loans (1) 0.91 % 0.84 % 0.79 % 0.74 % 0.75 % Allowance for loan losses to nonperforming loans 275.4 % 298.5 % 307.1 % 324.4 % 374.9 % 1 This information represents a non-GAAP financial measure. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of this measure to its most directly comparable GAAP measure. 54 Troubled Debt Restructurings The following table provides a summary of troubled debt restructurings for the last five completed fiscal quarters. (in thousands) September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 Troubled debt restructurings – nonaccrual $ 811 $ 854 $ 94 $ 94 $ 171 Troubled debt restructurings – performing 365 372 378 427 470 Total troubled debt restructurings $ 1,176 $ 1,226 $ 472 $ 521 $ 641 The increase in nonperforming loans of 3.0 million, or 45.2%, to $9.8 million as of September 30, 2020 compared to $6.7 million as of December 31, 2019 was due primarily to an increase in nonperforming owner-occupied commercial real estate loans with unpaid principal balances of $1.6 million and an increase in nonperforming single tenant lease financing loans with unpaid principal balances of $2.5 million that were placed on nonaccrual status during 2020, partially offset by a decrease in accruing residential mortgage loans that were 90 days past due and one nonaccrual owner-occupied commercial real estate loan that paid off during the third quarter 2020. Total nonperforming assets increased $0.9 million, or 10.3%, as of September 30, 2020 compared to December 31, 2019, due primarily to the increase in nonperforming loans discussed above, partially offset by a $2.1 million write-down of a legacy commercial OREO property in the third quarter 2020. The ratio of nonperforming loans to total loans increased to 0.32% as of September 30, 2020 compared to 0.23% as of December 31, 2019 and the ratio of nonperforming assets to total assets increased to 0.23% as of September 30, 2020 compared to 0.22% as of December 31, 2019, due primarily to the loans mentioned above. Total TDRs as of September 30, 2020 were $1.2 million, up $0.7 million from December 31, 2019. The increase was driven by one residential mortgage loan that became a TDR during the second quarter 2020. As of September 30, 2020, the Company did not have any OREO. As of December 31, 2019, the Company had one commercial property in OREO with a carrying value of $2.1 million. This property consisted of two buildings that are residential units adjacent to a university campus. During the third quarter 2020, we wrote off the balance of OREO and are currently evaluating alternatives related to the ultimate disposition of this property. As of September 30, 2020, our financial results have reflected little impact on asset quality as a result of COVID-19. Actions taken to either contain or reduce the impact of the pandemic have had a detrimental effect on the national and our local economies. The ultimate impact it may have on our business and asset quality is still uncertain; however, we remain optimistic that the combination of government stimulus programs and relief programs we have provided to our clients will lessen the economic stress on our borrowers. However, if the pandemic extends for a prolonged period of time, we may experience negative trends in nonperforming loans and assets. Non-TDR Loan Modifications due to COVID-19 The “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus” was issued by our banking regulators on March 22, 2020. This guidance encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19. Additionally, Section 4013 of the CARES Act further provides that loan modifications due to the impact of COVID-19 that would otherwise be classified as TDRs under GAAP will not be so classified. Modifications within the scope of this relief are in effect from the period beginning March 1, 2020 until the earlier of December 31, 2020 or 60 days after the date on which the national emergency related to the COVID-19 pandemic formally terminates. In accordance with this guidance, the Company has offered modifications to borrowers who were both impacted by COVID-19 and current on all principal and interest payments. 55 The following table shows the Company’s deferrals by loan portfolio type that have been granted through October 30, 2020. The balances shown are as of September 30, 2020. (dollars in thousands) Deferrals Total Loan Balance % Of Balances With Deferrals Commercial loans Commercial and industrial $ 680 $ 77,116 0.9 % Owner-occupied commercial real estate — 89,095 — % Investor commercial real estate — 13,084 0.0 % Construction — 92,154 0.0 % Single tenant lease financing 5,362 960,505 0.6 % Public finance — 625,638 0.0 % Healthcare finance 2,275 461,740 0.5 % Small business lending 8,637 123,168 7.0 % Total commercial loans 16,954 2,442,500 0.7 % Consumer loans Residential mortgage 2,542 203,041 1.3 % Home equity — 22,169 — % Other consumer 436 282,450 0.2 % Total consumer loans 2,978 507,660 0.5 % Total commercial and consumer loans $ 19,932 $ 2,950,160 0.7 % During the first and second quarters 2020 and into early third quarter 2020, the single tenant lease financing and healthcare finance portfolios had comprised a significant majority of total loan deferrals. However, as of October 30, 2020, these portfolios had declined to approximately 0.26% of the total loan portfolio. Earlier in the year, borrowers in these portfolios had experienced short-term cash flow challenges due to broad-based federal and state government actions to contain COVID-19. Within the single tenant lease financing portfolio, the portfolio average loan-to-value ratio is 49% and all borrowers, except for one relationship that is on nonaccrual status, made their loan payments in a timely manner prior to entering a deferral program. Furthermore, there are no delinquencies for performing loans not on deferral status. Related to the healthcare finance portfolio, over 90% of the loans are made to dental practices, many of which have been allowed to resume seeing patients as certain states across the country have reopened their economies. The amount of healthcare finance loans on deferral status peaked in late May when approximately 80% of this portfolio balance was under deferral. As of October 30, 2020, this percentage had dropped to 0.5%. All borrowers who have come off a deferral program have resumed making scheduled loan payments without delinquency. U.S. Small Business Administration Paycheck Protection Program Section 1102 of the CARES Act created the PPP, which is jointly administered by the U.S. Small Business Administration (“SBA”) and the Department of the Treasury. The PPP is designed to provide a direct incentive to small businesses to retain employees on their payroll during COVID-19 as well as to help cover certain utility costs and rent payments. These loans may be forgiven if certain conditions are satisfied and are fully guaranteed by the SBA. As a preferred SBA lender, we assisted our clients in participating in the PPP to help them maintain their workforces in an uncertain and challenging environment. The loans bear an interest rate of 1.00% and we received weighted average origination fees of 3.86% of the amount funded, or approximately $2.3 million in total. The Company received this fee revenue from the SBA in late June and it will be deferred over the life of the PPP loans and recognized as interest income. As of September 30, 2020, we had 447 PPP loans totaling $58.3 million outstanding. The Company anticipates that the majority of these loans will ultimately be forgiven, in whole or in part, by the SBA in accordance with the terms of the program. As of September 30, 2020, the Company did not receive any formal applications for forgiveness from PPP borrowers. Management anticipates that loan forgiveness applications will increase during the fourth quarter 2020. 56 Allowance for Loan Losses The following table provides a rollforward of the allowance for loan losses for the last five completed fiscal quarters. (dollars in thousands) Three Months Ended September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 Balance, beginning of period $ 24,465 $ 22,857 $ 21,840 $ 21,683 $ 19,976 Provision charged to expense 2,509 2,491 1,461 468 2,824 Losses charged off (241) (1,016) (498) (409) (1,182) Recoveries 184 133 54 98 65 Balance, end of period $ 26,917 $ 24,465 $ 22,857 $ 21,840 $ 21,683 Net charge-offs to average loans 0.01 % 0.12 % 0.06 % 0.04 % 0.15 % The allowance for loan losses was $26.9 million as of September 30, 2020, compared to $21.8 million as of December 31, 2019. While total loan balances experienced a modest increase of $49.4 million, or 1.7%, compared to December 31, 2019, the Company made additional adjustments to qualitative factors in its allowance model to reflect the continued economic uncertainty resulting from COVID-19. As a result, both the allowance for loan losses and the allowance as a percentage of total loans increased compared to December 31, 2019. The allowance for loan losses as a percentage of total loans was 0.89% at September 30, 2020, or 0.91% when excluding PPP Loans, compared to 0.74% at December 31, 2019. The allowance for loan losses as a percentage of nonperforming loans decreased to 275.4% as of September 30, 2020, compared to 324.4% as of December 31, 2019. The provision for loan losses in the third quarter 2020 was $2.5 million, compared to $2.8 million for the third quarter 2019. During the third quarter 2020, the Company recorded net charge-offs of $0.1 million, compared to net charge-offs of $1.1 million for the third quarter 2019. Investment Securities Portfolio The following tables present the amortized cost and approximate fair value of our investment portfolio by security type for the last five completed fiscal quarters. (in thousands) Amortized Cost September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 Securities available-for-sale U.S. Government-sponsored agencies $ 65,007 $ 68,203 $ 71,387 $ 77,715 $ 83,024 Municipal securities 87,365 91,906 94,981 97,447 96,076 Agency mortgage-backed securities 250,755 275,433 279,458 264,142 278,327 Private label mortgage-backed securities 71,519 101,110 114,363 63,704 45,969 Asset-backed securities 5,000 5,000 5,000 5,000 5,000 Corporate securities 48,406 48,394 43,378 38,632 38,638 Total available-for-sale 528,052 590,046 608,567 546,640 547,034 Securities held-to-maturity Municipal securities 14,582 14,603 14,617 10,142 10,145 Corporate securities 53,672 53,692 51,714 51,736 36,662 Total held-to-maturity 68,254 68,295 66,331 61,878 46,807 Total securities $ 596,306 $ 658,341 $ 674,898 $ 608,518 $ 593,841 57 (in thousands) Approximate Fair Value September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 Securities available-for-sale U.S. Government-sponsored agencies $ 63,682 $ 66,544 $ 70,004 $ 75,872 $ 81,435 Municipal securities 86,421 90,562 94,819 97,652 97,942 Agency mortgage-backed securities 253,292 278,530 282,632 261,440 277,530 Private label mortgage-backed securities 72,626 101,925 115,024 63,613 46,459 Asset-backed securities 4,921 4,837 4,713 4,955 4,931 Corporate securities 47,369 46,619 41,490 37,320 36,445 Total available-for-sale 528,311 589,017 608,682 540,852 544,742 Securities held-to-maturity Municipal securities 15,328 15,274 15,678 10,368 10,490 Corporate securities 53,848 53,878 53,790 52,192 37,065 Total held-to-maturity 69,176 69,152 69,468 62,560 47,555 Total securities $ 597,487 $ 658,169 $ 678,150 $ 603,412 $ 592,297 The approximate fair value of available-for-sale investment securities decreased $12.5 million, or 2.4%, to $528.3 million as of September 30, 2020, compared to $540.9 million as of December 31, 2019. The decrease was due primarily to decreases of $12.2 million in agency securities, $11.2 million in municipal securities and $8.1 million in agency mortgage-backed securities. These decreases were driven primarily by prepayments and maturities in agency and agency mortgage-backed securities, as well as early redemptions and maturities in municipal securities. The decreases were partially offset by purchases of corporate and private label mortgage-backed securities as liquidity from deposit growth was deployed. Accrued Income and Other Assets Accrued income and other assets were $66.5 million at September 30, 2020 compared to $67.1 million at December 31, 2019. As of these dates, the Company pledged $33.7 million and $42.3 million, respectively, of cash collateral to counterparties on interest rate swap agreements as security for its obligations related to these agreements. Collateral posted and received is dependent on the fair value of the underlying agreements as of the respective date. The decrease in cash collateral pledged was partially offset by an increase of $5.3 million in deferred tax assets. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities were $57.2 million at September 30, 2020 compared to $53.0 million at December 31, 2019. The increase of $4.2 million, or 7.9%, was due primarily to a $4.9 million trade date accrual related to securities that were purchased in September 2020 but did not settle until October 2020, a $3.4 million increase in income taxes payable and a $1.5 million increase in accrued salaries and benefits. These increases were partially offset by a $5.0 million decrease in the fair value of interest rate swap agreements. Deposits The following table presents the composition of the Company’s deposit base for the last five completed fiscal quarters. (dollars in thousands) September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 Noninterest-bearing deposits $ 86,088 2.6 % $ 82,864 2.5 % $ 70,562 2.2 % $ 57,115 1.8 % $ 50,560 1.6 % Interest-bearing demand deposits 155,054 4.6 % 152,391 4.5 % 123,233 3.9 % 129,020 4.1 % 122,551 3.9 % Savings accounts 49,890 1.5 % 43,366 1.3 % 32,485 1.0 % 29,616 0.9 % 34,886 1.1 % Money market accounts 1,359,178 40.3 % 1,241,874 36.7 % 930,698 29.3 % 786,390 24.9 % 698,077 22.2 % Certificates of deposits 1,360,575 40.3 % 1,470,905 43.5 % 1,493,644 47.0 % 1,613,453 51.2 % 1,681,377 53.4 % Brokered deposits 361,606 10.7 % 389,389 11.5 % 527,884 16.6 % 538,369 17.1 % 560,791 17.8 % Total deposits $ 3,372,391 100.0 % $ 3,380,789 100.0 % $ 3,178,506 100.0 % $ 3,153,963 100.0 % $ 3,148,242 100.0 % 58 Total deposits increased $218.4 million, or 6.9%, to $3.4 billion as of September 30, 2020, compared to $3.2 billion as of December 31, 2019. This increase was due primarily to an increase of $572.8 million, or 72.8%, in money market accounts, offset by declines of $252.9 million, or 15.7%, in certificates of deposits and $176.8 million, or 2.8%, in brokered deposits. The Company experienced strong growth in money market balances due to targeted digital marketing efforts to grow small business accounts, as well as consumers, small businesses and commercial clients increasing their cash balances due in part to the economic uncertainty resulting from the COVID-19 pandemic. The declines in certificates of deposits and brokered deposits were due to the maturity of higher cost balances and reduced pricing strategies designed to limit the volume of new production. Recent Debt Offerings Subsequent to the end of the quarter, on October 26, 2020, the Company issued $10.0 million in aggregate principal amount of 6.0% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “2030 Notes”). The Notes were offered and sold by the Company in a private placement and are scheduled to mature on November 1, 2030. The 2030 Notes bear interest at a fixed rate of 6.0% per annum from and including October 26, 2020, to, but excluding, November 1, 2025, and thereafter at a floating interest rate initially equal to the three-month term SOFR plus 5.795%. The 2030 Notes are unsecured subordinated obligations of the Company and may be repaid, without penalty, on any interest payment date on or after November 1, 2025. The 2030 Notes are intended to qualify as Tier 2 capital under regulatory guidelines. We intend to use the net proceeds to redeem the 2025 Note on or before January 15, 2021, subject to the receipt of any applicable regulatory approvals. In June 2019, the Company issued $37.0 million aggregate principal amount of 6.0% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “2029 Notes”) in a public offering. The 2029 Notes initially bear a fixed interest rate of 6.0% per year to, but excluding June 30, 2024, and thereafter a floating rate equal to the then-current benchmark rate (initially three-month LIBOR rate) plus 411 basis points. All interest on the 2029 Notes is payable quarterly. The 2029 Notes are scheduled to mature on June 30, 2029. The 2029 Notes are unsecured subordinated obligations of the Company and may be repaid, without penalty, on any interest payment date on or after June 30, 2024. The 2029 Notes are intended to qualify as Tier 2 capital under regulatory guidelines. The 2029 Notes are trading on the Nasdaq Global Select Market under the symbol “INBKZ.” Regulatory Capital Requirements The Company and the Bank are subject to various regulatory capital requirements administered by state and federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors. The Basel III Capital Rules became effective for the Company and the Bank on January 1, 2015, subject to a phase-in period for certain provisions. Quantitative measures established by the Basel III Capital Rules to ensure capital adequacy require the maintenance of minimum amounts and ratios of Common Equity Tier 1 capital, Tier 1 capital and Total capital, as defined in the regulations, to risk-weighted assets, and of Tier 1 capital to adjusted quarterly average assets (“Leverage Ratio”). The Basel III Capital Rules were fully phased in on January 1, 2019 and require the Company and the Bank to maintain: 1) a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of 4.5%, plus a 2.5% “capital conservation buffer” (resulting in a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of 7.0%); 2) a minimum ratio of Tier 1 capital to risk-weighted assets of 6.0%, plus the capital conservation buffer (resulting in a minimum Tier 1 capital ratio of 8.5%); 3) a minimum ratio of Total capital to risk-weighted assets of 8.0%, plus the capital conservation buffer (resulting in a minimum Total capital ratio of 10.5%); and 4) a minimum Leverage Ratio of 4.0%. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and was phased in over a four-year period, increasing by increments of that amount on each subsequent January 1 until it reached 2.5% on January 1, 2019. The capital conservation buffer is designed to absorb losses during periods of economic stress. Failure to maintain the minimum Common Equity Tier 1 capital ratio plus the capital conservation buffer will result in potential restrictions on a banking institution’s ability to pay dividends, repurchase stock and/or pay discretionary compensation to its employees. 59 The following tables present actual and required capital ratios as of September 30, 2020 and December 31, 2019 for the Company and the Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of September 30, 2020 and December 31, 2019 based on the Basel III Capital Rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules. Actual Minimum Capital Required - Basel III Minimum Required to be Considered Well Capitalized (dollars in thousands) Capital Amount Ratio Capital Amount Ratio Capital Amount Ratio As of September 30, 2020: Common equity tier 1 capital to risk-weighted assets Consolidated $ 331,408 11.13 % $ 208,452 7.00 % N/A N/A Bank 364,889 12.27 % 208,246 7.00 % $ 193,372 6.50 % Tier 1 capital to risk-weighted assets Consolidated 331,408 11.13 % 253,121 8.50 % N/A N/A Bank 364,889 12.27 % 252,870 8.50 % 237,996 8.00 % Total capital to risk-weighted assets Consolidated 428,083 14.38 % 312,679 10.50 % N/A N/A Bank 391,806 13.17 % 312,369 10.50 % 297,495 10.00 % Leverage ratio Consolidated 331,408 7.72 % 171,779 4.00 % N/A N/A Bank 364,889 8.50 % 171,666 4.00 % 214,582 5.00 % Actual Minimum Capital Required - Basel III Minimum Required to be Considered Well Capitalized (dollars in thousands) Capital Amount Ratio Capital Amount Ratio Capital Amount Ratio As of December 31, 2019: Common equity tier 1 capital to risk-weighted assets Consolidated $ 313,803 10.84 % $ 202,661 7.00 % N/A N/A Bank 341,242 11.80 % 202,480 7.00 % $ 188,017 6.50 % Tier 1 capital to risk-weighted assets Consolidated 313,803 10.84 % 246,088 8.50 % N/A N/A Bank 341,242 11.80 % 245,869 8.50 % 231,406 8.00 % Total capital to risk-weighted assets Consolidated 405,171 13.99 % 303,991 10.50 % N/A N/A Bank 363,082 12.55 % 303,720 10.50 % 289,257 10.00 % Leverage ratio Consolidated 313,803 7.64 % 164,219 4.00 % N/A N/A Bank 341,242 8.32 % 164,121 4.00 % 205,151 5.00 % 60 Shareholders’ Dividends The Company’s Board of Directors declared a cash dividend of $0.06 per share of common stock payable October 15, 2020 to shareholders of record as of October 1, 2020. The Company expects to continue to pay cash dividends on a quarterly basis; however, the declaration and amount of any future cash dividends will be subject to the sole discretion of the Board of Directors and will depend upon many factors, including its results of operations, financial condition, capital requirements, regulatory and contractual restrictions (including with respect to the Company’s outstanding subordinated debt), business strategy and other factors deemed relevant by the Board of Directors, including any potential impact resulting from COVID-19. As of September 30, 2020, the Company had $72.0 million principal amount of subordinated debt outstanding pursuant its term loan evidenced by a term note due 2025 (the “2025 Note”), its 6.0% Fixed-to-Floating Rate Subordinated Notes due 2026 and the 2029 Notes. Subsequent to the end of the quarter, on October 26, 2020, we issued an additional $10.0 million aggregate principal amount of 2030 Notes. The agreements that govern our outstanding subordinated debt, including the 2030 Notes, prohibit the Company from paying any dividends on its common stock or making any other distributions to shareholders at any time when there shall have occurred, and be continuing to occur, an event of default under the applicable agreement. If an event of default were to occur and the Company did not cure it, the Company would be prohibited from paying any dividends or making any other distributions to shareholders or from redeeming or repurchasing any common stock. Capital Resources The Company believes it has sufficient liquidity and capital resources to meet its cash and capital expenditure requirements for at least the next twelve months. The Company may explore strategic alternatives, including additional asset, deposit or revenue generation channels that complement our commercial and consumer banking platforms, which may require additional capital. If the Company is unable to secure such capital at favorable terms, its ability to take advantage of such opportunities could be adversely affected. Liquidity Liquidity management is the process used by the Company to manage the continuing flow of funds necessary to meet its financial commitments on a timely basis and at a reasonable cost while also maintaining safe and sound operations. Liquidity, represented by cash and investment securities, is a product of the Company’s operating, investing and financing activities. The primary sources of funds are deposits, principal and interest payments on loans and investment securities, maturing loans and investment securities, access to wholesale funding sources and collateralized borrowings. While scheduled payments and maturities of loans and investment securities are relatively predictable sources of funds, deposit flows are greatly influenced by interest rates, general economic conditions and competition. Therefore, the Company supplements deposit growth and enhances interest rate risk management through borrowings and wholesale funding, which are generally advances from the FHLB and brokered deposits. Additionally, the Company has enhanced its liquidity management process during 2019 and 2020 through increased loan sale activity. During the first nine months of 2020, the Company sold $143.0 million of public finance, single tenant lease financing and SBA 7(a) guaranteed loans at premiums to book value, as well as a $90.8 million pool of residential mortgage loans. During 2019, the Company sold $237.5 million of portfolio residential mortgage, single tenant lease financing and public finance loans. These loan sales have provided liquidity to manage overall loan portfolio growth and capital utilization. The Company holds cash and investment securities that qualify as liquid assets to maintain adequate liquidity to ensure safe and sound operations and meet its financial commitments. We intend to modestly reduce the size of our balance sheet during the fourth quarter 2020 through continued deposit repricing to help manage capital levels. A component of this balance sheet management strategy is expected to include reducing our cash balances from the levels at September 30, 2020. However, given the uncertainty regarding the length and ultimate economic effect of COVID-19, we believe it will be prudent to maintain higher levels of cash on the balance sheet than we have historically maintained until the crisis passes. We believe we have sufficient on-balance sheet liquidity, supplemented by access to additional funding sources, to manage the potential economic impact of COVID-19. At September 30, 2020, on a consolidated basis, the Company had $1.1 billion in cash and cash equivalents and investment securities available-for-sale and $76.2 million in loans held-for-sale that were generally available for its cash needs. The Company can also generate funds from wholesale funding sources and collateralized borrowings. At September 30, 2020, the Bank had the ability to borrow an additional $558.4 million from the FHLB, the Federal Reserve and correspondent bank Fed Funds lines of credit. 61 The Company is a separate legal entity from the Bank and must provide for its own liquidity. In addition to its operating expenses, the Company is responsible for paying any dividends declared to its common shareholders and interest and principal on outstanding debt. The Company’s primary sources of funds are cash maintained at the holding company level and dividends from the Bank, the payment of which is subject to regulatory limits. At September 30, 2020, the Company, on an unconsolidated basis, had $36.0 million in cash generally available for its cash needs, which is in excess of its current annual regular shareholder dividend and operating expenses. The Company uses its sources of funds primarily to meet ongoing financial commitments, including withdrawals by depositors, credit commitments to borrowers, operating expenses and capital expenditures. At September 30, 2020, approved outstanding loan commitments, including unused lines of credit and standby letters of credit, amounted to $267.4 million. Certificates of deposits and brokered deposits scheduled to mature in one year or less at September 30, 2020 totaled $931.0 million. Management is not aware of any other events or regulatory requirements that, if implemented, are likely to have a material effect on either the Company’s or the Bank’s liquidity. 62 Reconciliation of Non-GAAP Financial Measures This Management’s Discussion and Analysis contains financial information determined by methods other than in accordance with GAAP. Non-GAAP financial measures, specifically tangible common equity, tangible assets, tangible book value per common share, tangible common equity to tangible assets ratio, average tangible common equity, return on average tangible common equity, total interest income - FTE, net interest income - FTE, net interest margin - FTE, allowance for loan losses to loans, excluding PPP loans, adjusted income before income taxes, adjusted income tax provision, adjusted net income, adjusted diluted earnings per share, adjusted return on average assets, adjusted return on shareholders’ equity, adjusted return on average tangible common equity and adjusted effective income tax rate are used by the Company’s management to measure the strength of its capital and analyze profitability, including its ability to generate earnings on tangible capital invested by its shareholders. The Company also believes that it is a standard practice in the banking industry to present total interest income, net interest income and net interest margin on a fully-taxable equivalent basis, as those measures provide useful information for peer comparisons. Although the Company believes these non-GAAP financial measures provide a greater understanding of its business, they should not be considered a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP financial measures that may be presented by other companies. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the following table for the last five completed fiscal quarters and the nine months ended September 30, 2020 and 2019. (dollars in thousands, except share and per share data) Three Months Ended Nine Months Ended September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 September 30, 2020 September 30, 2019 Total equity - GAAP $ 318,102 $ 307,711 $ 304,913 $ 295,140 $ 295,140 $ 318,102 $ 295,140 Adjustments: Goodwill (4,687) (4,687) (4,687) (4,687) (4,687) (4,687) (4,687) Tangible common equity $ 313,415 $ 303,024 $ 300,226 $ 290,453 $ 290,453 $ 313,415 $ 290,453 Total assets - GAAP $ 4,333,624 $ 4,324,600 $ 4,100,083 $ 4,095,491 $ 4,095,491 $ 4,333,624 $ 4,095,491 Adjustments: Goodwill (4,687) (4,687) (4,687) (4,687) (4,687) (4,687) (4,687) Tangible assets $ 4,328,937 $ 4,319,913 $ 4,095,396 $ 4,090,804 $ 4,090,804 $ 4,328,937 $ 4,090,804 Total common shares outstanding 9,800,569 9,799,047 9,741,800 9,741,800 9,741,800 9,800,569 9,741,800 Book value per common share $ 32.46 $ 31.40 $ 31.30 $ 30.30 $ 30.30 $ 32.46 $ 30.30 Effect of goodwill (0.48) (0.48) (0.48) (0.48) (0.48) (0.48) (0.48) Tangible book value per common share $ 31.98 $ 30.92 $ 30.82 $ 29.82 $ 29.82 $ 31.98 $ 29.82 Total shareholders’ equity to assets 7.34 % 7.12 % 7.44 % 7.21 % 7.21 % 7.34 % 7.21 % Effect of goodwill (0.10) % (0.11) % (0.11) % (0.11) % (0.11) % (0.10) % (0.11) % Tangible common equity to tangible assets 7.24 % 7.01 % 7.33 % 7.10 % 7.10 % 7.24 % 7.10 % Total average equity - GAAP $ 313,611 $ 306,868 $ 297,623 $ 298,782 $ 298,782 $ 310,506 $ 295,963 Adjustments: Average goodwill (4,687) (4,687) (4,687) (4,687) (4,687) (4,687) (4,687) Average tangible common equity $ 308,924 $ 302,181 $ 292,936 $ 294,095 $ 294,095 $ 305,819 $ 291,276 Return on average shareholders’ equity 10.67 % 5.15 % 9.46 % 8.40 % 8.40 % 7.90 % 8.20 % Effect of goodwill 0.16 % 0.08 % 0.15 % 0.13 % 0.13 % 0.12 % 0.13 % Return on average tangible common equity 10.83 % 5.23 % 9.61 % 8.53 % 8.53 % 8.02 % 8.33 % 63 (dollars in thousands, except share and per share data) Three Months Ended Nine Months Ended September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 September 30, 2020 September 30, 2019 Total interest income $ 32,750 $ 34,222 $ 37,877 $ 37,964 $ 37,694 $ 103,216 $ 109,537 Adjustments: Fully-taxable equivalent adjustments 1 1,424 1,437 1,570 1,595 1,595 4,396 4,764 Total interest income - FTE $ 34,174 $ 35,659 $ 39,447 $ 33,326 $ 33,326 $ 107,612 $ 114,301 Net interest income $ 16,232 $ 14 $ 15,018 $ 15,374 $ 15,244 $ 45,676 $ 47,593 Adjustments: Fully-taxable equivalent adjustments 1 1,424 1,437 1,570 1,595 1,595 4,396 4,764 Net interest income - FTE $ 17,656 $ 1,451 $ 16,588 $ 16,969 $ 16,839 $ 50,072 $ 52,357 Net interest margin 1.53 % 1.37 % 1.50 % 1.51 % 1.54 % 1.47 % 1.70 % Effect of fully-taxable equivalent adjustments 1 0.14 % 0.13 % 0.15 % 0.16 % 0.16 % 0.14 % 0.17 % Net interest margin - FTE 1.67 % 1.50 % 1.65 % 1.67 % 1.70 % 1.61 % 1.87 % Allowance for loan losses $ 26,917 $ 24,465 $ 22,857 $ 21,840 $ 21,683 $ 26,917 $ 21,683 Loans $ 3,012,914 $ 2,973,674 $ 2,892,093 $ 2,963,547 $ 2,881,272 $ 3,012,914 $ 2,881,272 Adjustments: PPP loans (58,337) (58,948) — — — (58,337) — Loans, excluding PPP loans $ 2,954,577 $ 2,914,726 $ 2,892,093 $ 2,963,547 $ 2,881,272 $ 2,954,577 $ 2,881,272 Allowance for loan losses to loans 0.89 % 0.82 % 0.79 % 0.74 % 0.75 % 0.89 % 0.75 % Effect of PPP loans 0.02 % 0.02 % 0.00 % 0.00 % 0.00 % 0.02 % 0.00 % Allowance for loan losses to loans, excluding PPP loans 0.91 % 0.84 % 0.79 % 0.74 % 0.75 % 0.91 % 0.75 % 1 Assuming a 21% tax rate 64 (dollars in thousands, except share and per share data) Three Months Ended Nine Months Ended September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 September 30, 2020 September 30, 2019 Income before income taxes - GAAP $ 9,806 $ 3,664 $ 6,282 $ 7,698 $ 6,775 $ 19,752 $ 19,458 Adjustments: Write-down of other real estate owned 2,065 — — — — 2,065 — Adjusted income before income taxes $ 11,871 $ 3,664 $ 6,282 $ 7,698 $ 6,775 $ 21,817 $ 19,458 Income tax provision (benefit) - GAAP $ 1,395 $ (268) $ 263 $ 602 $ 449 $ 1,390 $ 1,315 Adjustments: Write-down of other real estate owned 434 — — — — 434 — Adjusted income tax provision (benefit) $ 1,829 $ (268) $ 263 $ 602 $ 449 $ 1,824 $ 1,315 Net income - GAAP $ 8,411 $ 3,932 $ 6,019 $ 7,096 $ 6,326 $ 18,362 $ 18,143 Adjustments: Write-down of other real estate owned 1,631 — — — — 1,631 — Adjusted net income $ 10,042 $ 3,932 $ 6,019 $ 7,096 $ 6,326 $ 19,993 $ 18,143 Diluted average common shared outstanding 9,773,224 9,768,227 9,750,528 9,843,829 9,980,612 9,827,182 10,116,507 Diluted earnings per share - GAAP $ 0.86 $ 0.40 $ 0.62 $ 0.72 $ 0.63 $ 1.87 $ 1.79 Adjustments: Effect of write-down of other real estate owned 0.17 — — — — 0.16 — Adjusted diluted earnings per share $ 1.03 $ 0.40 $ 0.62 $ 0.72 $ 0.63 $ 2.03 $ 1.79 Return on average assets 0.78 % 0.37 % 0.59 % 0.69 % 0.63 % 0.58 % 0.64 % Effect of write-down of other real estate owned 0.15 % 0.00 % 0.00 % 0.00 % 0.00 % 0.05 % 0.00 % Adjusted return on average assets 0.93 % 0.37 % 0.59 % 0.69 % 0.63 % 0.63 % 0.64 % Return on average shareholders' equity 10.67 % 5.15 % 7.78 % 9.46 % 8.40 % 7.90 % 8.20 % Effect of write-down of other real estate owned 2.07 % 0.00 % 0.00 % 0.00 % 0.00 % 0.70 % 0.00 % Adjusted return on average shareholders’ equity 12.74 % 5.15 % 7.78 % 9.46 % 8.40 % 8.60 % 8.20 % Return on average tangible common equity 10.83 % 5.23 % 7.90 % 9.61 % 8.53 % 8.02 % 8.33 % Effect of write-down of other real estate owned 2.10 % 0.00 % 0.00 % 0.71 % 0.00 % Adjusted return on average tangible common equity 12.93 % 5.23 % 7.90 % 9.61 % 8.53 % 8.73 % 8.33 % Effective income tax rate 14.2 % (7.3) % 4.2 % 7.8 % 6.6 % 7.0 % 6.8 % Effect of write-down of other real estate owned 1.2 % 0.0 % 0.0 % 0.0 % 0.0 % 1.4 % 0.0 % Adjusted effective income tax rate 15.4 % (7.3) % 4.2 % 7.8 % 6.6 % 8.4 % 6.8 % 65 Critical Accounting Policies and Estimates There have been no material changes in the Company’s critical accounting policies or estimates from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2019. Recent Accounting Pronouncements Refer to Note 16 to the condensed consolidated financial statements. Off-Balance Sheet Arrangements In the ordinary course of business, the Company enters into financial transactions to extend credit, interest rate swap agreements and forms of commitments that may be considered off-balance sheet arrangements. Interest rate swaps are arranged to receive hedge accounting treatment and are classified as either fair value or cash flow hedges. Fair value hedges are purchased to convert certain fixed rate assets to floating rate. Cash flow hedges are used to convert certain variable rate liabilities into fixed rate liabilities. In June 2020, the Company terminated all fair value hedging instruments associated with loans. At September 30, 2020 and December 31, 2019, the Company had interest rate swaps with notional amounts of $298.2 million and $725.6 million, respectively. Additionally, we enter into forward contracts related to our mortgage banking business to hedge the exposures we have from commitments to extend new residential mortgage loans to our customers and from our mortgage loans held-for-sale. At September 30, 2020 and December 31, 2019, the Company had commitments to sell residential real estate loans of $118.0 million and $115.0 million, respectively. These contracts mature in less than one year. Refer to Note 14 to the condensed consolidated financial statements for additional information about derivative financial instruments. 66