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, 2021 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. 42 Overview First Internet Bancorp (“we,” “our,” “us,” or the “Company”) is a financial holding company with $4.3 billion in total assets as of September 30, 2022, 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., an Indiana corporation that 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, a Delaware limited liability company that manages other real estate owned (“OREO”) properties as needed; and SPF15, Inc., an Indiana corporation that owns real estate used primarily for the Bank’s principal office. 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 digital channels on a nationwide basis and have no traditional branch offices. Our residential mortgage products are offered nationwide primarily through a digital 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 through relationships with dealerships and financing partners. Our commercial banking products and services are delivered through a relationship banking model and include commercial and industrial (“C&I”), construction and investor commercial real estate, single tenant lease financing, public finance, healthcare finance, small business lending, franchise finance and commercial deposits and treasury management. Our C&I team provides credit solutions such as lines of credit, term loans, owner-occupied commercial real estate loans and corporate credit cards on a regional basis to commercial borrowers primarily in the Midwest and Southwest regions of the United States. We primarily offer construction and investor commercial real estate loans within Central Indiana or on a regional basis and single tenant lease financing on a nationwide basis. 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 Provide, Inc. (formerly known as Lendeavor, Inc.), a San Francisco-based technology-enabled lender to healthcare practices, which provided lending on a nationwide basis for healthcare practice finance or acquisition, acquisition or refinancing of owner-occupied commercial real estate and equipment purchases. In the third quarter 2021, Provide was acquired by a super-regional financial institution. Subsequent to Provide being acquired, the acquiring institution has retained most, if not all, of Provide’s loan origination activity and our healthcare finance loan balances have declined. Our franchise finance business was established in July 2021 in conjunction with our business relationship with ApplePie Capital, a financial technology (“fintech”) company that specializes in providing financing to franchisees in various industry segments. 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. We believe that we can differentiate ourselves from larger financial institutions by providing a full suite of services to emerging small businesses and entrepreneurs on a nationwide basis. We have recruited experienced small business sales, credit and operations personnel to expand our capabilities in small business lending and U.S. government guaranteed lending programs. We continue to scale up this business with the goal of driving increased earnings and profitability in future periods. We plan to expand our fintech partnerships. With the rapid evolution of technology that enables consumers and small businesses to manage their finances digitally, fintechs are addressing a significantly growing marketplace. Fintechs have created robust digital offerings, unburdened by legacy technology architecture, to address growing customer expectations. Through partnerships with selected fintechs, we believe our ability to win and retain consumer and small business relationships will be significantly enhanced. Furthermore, we believe partnering with select fintechs will allow us to further diversify our revenue sources, acquire lower-cost deposits and pursue additional asset generation capabilities. 43 Results of Operations During the third quarter 2022, net income was $8.4 million, or $0.89 per diluted share, compared to third quarter 2021 net income of $12.1 million, or $1.21 per diluted share, representing a decrease in net income of $3.7 million, or 30.2%, and a decrease in diluted earnings per share of $0.32, or 26.4%. During the nine months ended September 30, 2022, net income was $29.2 million, or $3.01 per diluted share, compared to the nine months ended September 30, 2021 net income of $35.6 million, or $3.57 per diluted share, resulting in a decrease in net income of $6.4 million, or 18.1%, and a decrease in diluted earnings per share of $0.56, or 15.7%. The $3.7 million decrease in net income for the third quarter 2022 compared to the third quarter 2021 was due primarily to a decrease of $3.5 million, or 44.8%, in noninterest income, an increase of $3.5 million, or 24.5%, in noninterest expense and an increase of $0.9 million, in provision for loan losses, partially offset by an increase of $3.1 million, or 14.7%, in net interest income, and a decrease of $1.2 million, or 55.5%, in income tax expense. The $6.4 million decrease in net income for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 was due primarily to an increase of $9.9 million, or 22.1% in noninterest expense, a decrease of $9.7 million, or 38.6%, in noninterest income and an increase of $1.6 million, or 126.2%, in provision for loan losses, partially offset by an increase of $12.4 million, or 19.6%, in net interest income and a decrease of $2.4 million, or 37.2%, in income tax expense. During the third quarter 2022, return on average assets (“ROAA”), return on average shareholders’ equity (“ROAE”), and return on average tangible common equity (“ROATCE”) were 0.82%, 9.01%, and 9.13%, respectively, compared to 1.12%, 13.10%, and 13.27%, respectively, for the third quarter 2021. During the nine months ended September 30, 2022, ROAA, ROAE and ROATCE were 0.94%, 10.40%, and 10.53%, respectively, compared to 1.13%, 13.54%, and 13.73%, respectively, for the nine months ended September 30, 2021. During the third quarter 2022, the Company had a $0.1 million write-down of software. Excluding this item, adjusted net income for the third quarter 2022 was $8.5 million and adjusted diluted earnings per share was $0.90. Additionally, for the third quarter 2022, adjusted ROAA, adjusted ROAE and adjusted ROATCE were 0.83%, 9.12% and 9.24%, respectively. During the third quarter 2021, the Company fully redeemed its $25.0 million aggregate principal amount of 6.0% fixed-to-floating rate subordinated notes due in 2026 and recognized $0.8 million of pre-tax costs related to this redemption. Excluding this item, adjusted net income for the third quarter 2021 was $12.7 million and adjusted diluted earnings per share was $1.27. Additionally, for the third quarter 2021, adjusted ROAA, adjusted ROAE and adjusted ROATCE were 1.18%, 13.79% and 13.97%, respectively. During the nine months ended September 30, 2022, the Company recognized a nonrecurring consulting fee associated with a special project of $0.9 million, paid a $0.5 million discretionary inflation bonus to certain employees, recognized accelerated equity compensation expense of $0.3 million related to several retirements, incurred acquisition-related expenses of $0.3 million and expensed a write-down of software of $0.1 million. Excluding these items, adjusted net income for the nine months ended September 30, 2022 was $30.8 million and adjusted diluted earnings per share was $3.17. Additionally, for the nine months ended September 30, 2022, adjusted ROAA, adjusted ROAE and adjusted ROATCE were 0.99%, 11.00% and 11.13%, respectively. During the nine months ended September 30, 2021, the Company recognized a $2.5 million pre-tax gain on sale of its corporate headquarters and recognized $0.8 million of pre-tax costs related to the redemption of its $25.0 million aggregate principal amount of 6.0% fixed-to-floating rate subordinated notes due in 2026. Excluding these items, adjusted net income for the nine months ended September 30, 2021 was $34.3 million, or $3.44 per diluted share. Additionally, for the nine months ended September 30, 2021, adjusted ROAA, adjusted ROAE and adjusted ROATCE were 1.09%, 13.03% and 13.21%, respectively. Refer to the “Reconciliation of Non-GAAP Financial Measures” section of Part I, Item 2 of this report, Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information. 44 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. Three Months Ended September 30, 2022 June 30, 2022 September 30, 2021 (in thousands) 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 $ 3,175,854 $ 34,643 4.33 % $ 3,019,891 $ 32,415 4.31 % $ 2,956,333 $ 30,126 4.04 % Securities - taxable 532,470 2,701 2.01 % 543,422 2,567 1.89 % 629,101 2,297 1.45 % Securities - non-taxable 73,859 491 2.64 % 76,974 328 1.71 % 84,241 241 1.14 % Other earning assets 188,467 1,264 2.66 % 322,302 796 0.99 % 479,051 370 0.31 % Total interest-earning assets 3,970,650 39,099 3.91 % 3,962,589 36,106 3.65 % 4,148,726 33,034 3.16 % Allowance for loan losses (29,423) (28,599) (28,127) Noninterest-earning assets 164,461 163,875 144,590 Total assets $ 4,105,688 $ 4,097,865 $ 4,265,189 Liabilities Interest-bearing liabilities Interest-bearing demand deposits $ 342,116 $ 551 0.64 % $ 348,274 $ 466 0.54 % $ 198,637 $ 150 0.30 % Savings accounts 57,700 111 0.76 % 66,657 68 0.41 % 62,195 56 0.36 % Money market accounts 1,369,783 4,581 1.33 % 1,427,665 1,921 0.54 % 1,498,218 1,532 0.41 % BaaS - brokered deposits 153,936 859 2.21 % 71,234 154 0.87 % — — 0.00 % Certificates and brokered deposits 1,037,792 4,418 1.69 % 1,104,592 3,799 1.38 % 1,378,678 5,352 1.54 % Total interest-bearing deposits 2,961,327 10,520 1.41 % 3,018,422 6,408 0.85 % 3,137,728 7,090 0.90 % Other borrowed funds 637,877 4,585 2.85 % 583,553 4,018 2.76 % 611,975 5,025 3.26 % Total interest-bearing liabilities 3,599,204 15,105 1.67 % 3,601,975 10,426 1.16 % 3,749,703 12,115 1.28 % Noninterest-bearing deposits 124,067 108,980 104,161 Other noninterest-bearing liabilities 11,114 12,636 45,138 Total liabilities 3,734,385 3,723,591 3,899,002 Shareholders’ equity 371,303 374,274 366,187 Total liabilities and shareholders’ equity $ 4,105,688 $ 4,097,865 $ 4,265,189 Net interest income $ 23,994 $ 25,680 $ 20,919 Interest rate spread 1 2.24% 2.49% 1.88 % Net interest margin 2 2.40% 2.60% 2.00 % Net interest margin - FTE 3 2.53% 2.74% 2.13 % 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. 45 Nine Months Ended September 30, 2022 September 30, 2021 (in thousands) Average Balance Interest /Dividends Yield /Cost Average Balance Interest /Dividends Yield /Cost Assets Interest-earning assets Loans, including loans held-for-sale $ 3,057,768 $ 100,246 4.38 % $ 3,016,817 $ 91,846 4.07 % Securities - taxable 547,759 7,489 1.83 % 527,625 5,997 1.52 % Securities - non-taxable 77,236 1,068 1.85 % 85,130 781 1.23 % Other earning assets 321,262 2,436 1.01 % 478,399 1,067 0.30 % Total interest-earning assets 4,004,025 111,239 3.71 % 4,107,971 99,691 3.24 % Allowance for loan losses (28,671) (29,446) Noninterest-earning assets 163,512 136,954 Total assets $ 4,138,866 $ 4,215,479 Liabilities Interest-bearing liabilities Interest-bearing demand deposits $ 336,311 $ 1,429 0.57 % $ 190,785 $ 425 0.30 % Savings accounts 61,647 232 0.50 % $ 54,740 145 0.35 % Money market accounts 1,416,984 8,006 0.76 % 1,428,554 4,385 0.41 % BaaS - brokered deposits 79,613 1,019 1.71 % — — 0.00 % Certificates and brokered deposits 1,122,097 12,339 1.47 % 1,446,960 18,468 1.71 % Total interest-bearing deposits 3,016,652 23,025 1.02 % 3,121,039 23,423 1.00 % Other borrowed funds 613,609 12,790 2.79 % 593,605 13,217 2.98 % Total interest-bearing liabilities 3,630,261 35,815 1.32 % 3,714,644 36,640 1.32 % Noninterest-bearing deposits 115,142 97,760 Other noninterest-bearing liabilities 18,273 51,281 Total liabilities 3,763,676 3,863,685 Shareholders’ equity 375,190 351,794 Total liabilities and shareholders’ equity $ 4,138,866 $ 4,215,479 Net interest income $ 75,424 $ 63,051 Interest rate spread 1 2.39% 1.92% Net interest margin 2 2.52% 2.05% Net interest margin - FTE 3 2.65% 2.19% 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 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. Three Months Ended September 30, 2022 vs. June 30, 2022 Due to Changes in Three Months Ended September 30, 2022 vs. September 30, 2021 Due to Changes in Nine Months Ended September 30, 2022 vs. September 30, 2021 Due to Changes in (in thousands) Volume Rate Net Volume Rate Net Volume Rate Net Interest income Loans, including loans held-for-sale $ 2,044 $ 184 $ 2,228 $ 2,297 $ 2,220 $ 4,517 $ 1,271 $ 7,129 $ 8,400 Securities – taxable (282) 416 134 (1,890) 2,294 404 235 1,257 1,492 Securities – non-taxable (87) 250 163 (195) 445 250 (119) 406 287 Other earning assets (2,034) 2,502 468 (1,602) 2,496 894 (661) 2,030 1,369 Total (359) 3,352 2,993 (1,390) 7,455 6,065 726 10,822 11,548 Interest expense Interest-bearing deposits (828) 4,940 4,112 (2,580) 6,010 3,430 (1,030) 632 (398) Other borrowed funds 420 147 567 1,152 (1,592) (440) 632 (1,059) (427) Total (408) 5,087 4,679 (1,428) 4,418 2,990 (398) (427) (825) Increase (decrease) in net interest income $ 49 $ (1,735) $ (1,686) $ 38 $ 3,037 $ 3,075 $ 1,124 $ 11,249 $ 12,373 Net interest income for the third quarter 2022 was $24.0 million, an increase of $3.1 million, or 14.7%, compared to $20.9 million for the third quarter 2021. The increase in net interest income was the result of a $6.1 million, or 18.4% increase in total interest income to $39.1 million for the third quarter 2022 from $33.0 million for the third quarter 2021, partially offset by a $3.0 million, or 24.7%, increase in total interest expense to $15.1 million for the third quarter 2022 from $12.1 million for the third quarter 2021. Net interest income for the nine months ended September 30, 2022 was $75.4 million, an increase of $12.4 million, or 19.6%, compared to $63.1 million for the nine months ended September 30, 2021. The increase in net interest income was the result of an $11.5 million, or 11.6%, increase in total interest income to $111.2 million for the nine months ended September 30, 2022 from $99.7 million for the nine months ended September 30, 2021, as well as a $0.8 million, or 2.3%, decrease in total interest expense to $35.8 million for the nine months ended September 30, 2022 from $36.6 million for the nine months ended September 30, 2021. The increase in total interest income for the third quarter 2022 compared to third quarter 2021 was due primarily to a $4.5 million, or 15.0%, increase in interest earned on loans, $0.9 million, or 241.6%, increase in income from other earning assets and a $0.7 million, or 25.8%, increase in interest earned on securities. The increase in income from loans was due primarily to a 29 bp increase in the yield earned on loans, as well as an increase of $219.5 million, or 7.4%, in the average balance of loans compared to the third quarter 2021. The yield earned on other earning assets increased 235 bps, partially offset by a decrease in the average balance of other earning assets of $290.6 million, or 60.7%. The decrease in the average balance of other earning assets was due primarily to lower cash balances. The average balance of securities decreased $107.0 million, or 15.0%, while the yield earned on the securities portfolio increased 68 bps for the third quarter 2022 compared to the third quarter 2021. The increase in the yields earned on loans, other earning assets and securities was due to the rise in interest rates throughout 2022. 47 The increase in total interest income for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 was due primarily to an $8.4 million, or 9.2%, increase in interest earned on loans, a $1.8 million, or 26.3%, increase in interest earned on securities and a $1.4 million, or 128.3%, increase in income from other earning assets. The increase in income from loans was due primarily to a 31 bp increase in the yield earned on loans, as well as a $41.0 million, or 1.4%, increase in the average balance of loans. The average balance of securities increased $12.2 million, or 2.0%, and the yield earned on the securities portfolio increased 35 bps for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. In addition, the yield earned on other earning assets increased 71 bps, but was partially offset by a decrease in the average balance of other earning assets of $157.1 million, or 32.9%. The decrease in the average balance of other earning assets was due primarily to lower cash balances. The increase in the yields earned on loans, securities and other earning assets was due to the rise in interest rates throughout 2022. The increase in total interest expense for the third quarter 2022 compared to the third quarter 2021 was due primarily to an increase of $3.0 million, or 199.0%, in interest expense associated with money market accounts and a $0.4 million, or 267.3%, increase in interest expense associated with interest-bearing demand deposits, partially offset by a $0.9 million, or 17.5%, decrease in interest expense related to certificates and brokered deposits. Additionally, the Company added Banking-as-a-Service (“BaaS”) deposits in 2022, which increased interest expense by $0.9 million. The increase in interest expense related to money market accounts was driven primarily by an increase of 92 bps in the cost of these deposits, partially offset by a decrease in the average balance of these deposits of $128.4 million, or 8.6%. The increase in interest expense related to interest-bearing demand deposits was due primarily to approximately $100.0 million in deposits with a contractual term of five years and a fixed rate of 1.15% pursuant to a new customer relationship in 2022. Interest expense on certificates and brokered deposits decreased due to a $340.9 million, or 24.7%, decrease in the average balance of these deposits, partially offset by an increase of 15 bps in the cost 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 increase in the cost of money market accounts and certificates and brokered deposits, as well as the cost of BaaS deposits, was due to the rise in interest rates throughout 2022. The decrease in total interest expense for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 was driven primarily by a $6.1 million, or 33.2%, decrease in interest expense related to certificates and brokered deposits, partially offset by a $3.6 million, or 82.6%, increase in interest expense associated with money market accounts and a $1.0 million, or 236.2%, increase in interest expense associated with interest-bearing demand deposits. Additionally, the Company added BaaS deposits in 2022, which increased interest expense by $1.0 million. Interest expense on certificates and brokered deposits decreased due to a decline of 24 bps in the cost of these deposits, as well as a $324.9 million, or 22.5%, decrease in 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 increase in interest expense related to money market accounts was driven primarily by an increase of 35 bps in the cost of these deposits, partially offset by a decrease in the average balance of these deposits of $11.6 million, or 0.8%. The increase in interest expense related to interest-bearing demand deposits was due primarily to approximately $100.0 million in deposits with a contractual term of five years and a fixed rate of 1.15% pursuant to a new customer relationship in 2022. The increase in the cost of money market accounts, as well as the cost of BaaS deposits, reflects the increase in interest rates throughout 2022 Overall, the cost of total interest-bearing liabilities for the third quarter 2022 increased 39 bps to 1.67% from 1.28% for the third quarter 2021. The cost of total interest-bearing liabilities for the nine months ended September 30, 2022 remained flat with the nine months ended September 30, 2021 at 1.32%. The increase in the cost of funds for the third quarter 2022 reflects the rapid rise in interest rates throughout 2022. Net interest margin (“NIM”) was 2.40% for the third quarter 2022 compared to 2.00% for the third quarter 2021, an increase of 40 bps. On a fully-taxable equivalent (“FTE”) basis, NIM was 2.53% for the third quarter 2022 compared to 2.13% for the third quarter 2021, an increase of 40 bps. The increase in third quarter 2022 NIM and FTE NIM compared to the third quarter 2021 reflects the increase in earning asset yields noted above, partially offset by the increase in the cost of interest-bearing liabilities. NIM was 2.52% for the nine months ended September 30, 2022 compared to 2.05% for the nine months ended September 30, 2021, an increase of 47 bps. On a fully-taxable equivalent basis, NIM was 2.65% for the nine months ended September 30, 2022, compared to 2.19% for the nine months ended September 30, 2021, an increase of 46 bps. The increase in NIM for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 reflects the increase in earning asset yields noted above, as the cost of interest-bearing liabilities remained stable. 48 Noninterest Income The following table presents noninterest income for the last five completed fiscal quarters and the nine months ended September 30, 2022 and 2021. Three Months Ended Nine Months Ended (in thousands) September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 September 30, 2022 September 30, 2021 Service charges and fees $ 248 $ 281 $ 316 $ 292 $ 276 $ 845 $ 822 Loan servicing revenue 653 620 585 544 511 1,858 1,390 Loan servicing asset revaluation (333) (470) (297) (400) (274) (1,100) (669) Mortgage banking activities 871 1,710 1,873 2,776 3,850 4,454 12,274 Gain on sale of loans 2,713 1,952 3,845 4,137 2,719 8,510 7,461 Gain on sale of premises and equipment — — — — — — 2,523 Other 164 221 498 345 731 883 1,349 Total noninterest income $ 4,316 $ 4,314 $ 6,820 $ 7,694 $ 7,813 $ 15,450 $ 25,150 During the third quarter 2022, noninterest income was $4.3 million, representing a decrease of $3.5 million, or 44.8%, compared to $7.8 million for the third quarter 2021. The decrease in noninterest income was due primarily to a decrease in revenue from mortgage banking activities and a decrease in other noninterest income, partially offset by an increase in loan servicing revenue. The decline in mortgage banking revenue was due primarily to decreases in interest rate locks, sold loan volumes and gain-on-sale margins driven by the increase in interest rates throughout 2022. The decrease in other noninterest income is due primarily to a distribution from the Company’s investment in a Small Business Investment Company fund that occurred during the three months ended September 30, 2021. The increase in loan servicing revenue was due to growth in the balance of the Company’s SBA 7(a) servicing portfolio. During the nine months ended September 30, 2022, noninterest income was $15.5 million, representing a decrease of $9.7 million, or 38.6%, compared to $25.2 million for the nine months ended September 30, 2021. The decrease in noninterest income was due primarily to a decrease in revenue from mortgage banking activities and a decrease of $2.5 million from the gain on sale of premises and equipment resulting from the sale of the Company’s former headquarters that occurred in the second quarter 2021, partially offset by a $1.0 million, or 14.1%, increase in gain on sale of loans. The decrease in mortgage banking activities was due mainly to decreases in interest rate locks, sold loan volumes and gain-on-sale margins driven by the increase in interest rates throughout 2022. The increase in gain on sale of loans was due to an increase in the volume of U.S. SBA 7(a) guaranteed loan sales, as well as a gain on the sale of $14.4 million of single tenant lease financing loans in 2022. Noninterest Expense The following table presents noninterest expense for the last five completed fiscal quarters and the nine months ended September 30, 2022 and 2021. Three Months Ended Nine Months Ended (in thousands) September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 September 30, 2022 September 30, 2021 Salaries and employee benefits $ 10,439 $ 10,832 $ 9,878 $ 10,183 $ 9,316 $ 31,149 $ 28,040 Marketing, advertising and promotion 1,041 920 756 896 813 2,717 2,365 Consulting and professional services 790 1,197 1,925 1,262 728 3,912 2,792 Data processing 483 490 449 425 380 1,422 1,224 Loan expenses 1,142 693 1,582 654 383 3,417 1,458 Premises and equipment 2,808 2,419 2,540 2,188 1,687 7,767 4,875 Deposit insurance premium 229 287 281 283 230 797 930 Other 1,063 1,147 1,369 1,064 914 3,579 3,159 Total noninterest expense $ 17,995 $ 17,985 $ 18,780 $ 16,955 $ 14,451 $ 54,760 $ 44,843 49 Noninterest expense for the third quarter 2022 was $18.0 million, compared to $14.5 million for the third quarter 2021. The increase of $3.5 million, or 24.5%, was due primarily to increases of $1.1 million, or 12.1%, in salaries and employee benefits, $1.1 million, or 2.9%, in premises and equipment, and $0.8 million, or 2.0%, in loan expenses. The higher salaries and employee benefits expense was due mainly to an increase in headcount as well as an increase in medical claims expense.The increase in premises and equipment was primarily related to costs associated with the Company’s new corporate headquarters, as well as investments in technology, software maintenance and a write-down of software. The increase in loan expenses was due mainly to servicing fees related to the growth in franchise finance loans. Noninterest expense for the nine months ended September 30, 2022 was $54.8 million, compared to $44.8 million for the nine months ended September 30, 2021. The increase of $9.9 million, or 22.1%, was due primarily to increases of $3.1 million in salaries and employee benefits, $2.9 million in premises and equipment, $2.0 million in loan expenses and $1.1 million in consulting and professional fees. The higher salaries and employee benefits expense was due primarily to an increase in headcount, higher medical claims expense, a $0.5 million discretionary inflation bonus paid to certain employees and $0.3 million of accelerated equity compensation related to employees who retired during the year. The increase in premises and equipment was due mainly to costs associated with the Company’s new corporate headquarters, as well as investments in technology, software maintenance and a write-down of software. The increase in loan expenses was due primarily to servicing fees related to tax refund advance loans and franchise finance loans. The increase in consulting and professional fees was due primarily to a $0.9 million consulting fee associated with a special project. Income tax provision was $1.0 million for the third quarter 2022, resulting in an effective tax rate of 10.5%, compared to a tax provision of $2.2 million for the third quarter 2021 and an effective tax rate of 15.5%. Income tax provision was $4.1 million for the nine months ended September 30, 2022, resulting in an effective tax rate of 12.2%, compared to an income tax provision of $6.5 million, or an effective tax rate of 15.3%, for the nine months ended September 30, 2021. The lower income tax provision and effective tax rate during the three and nine months ended September 30, 2022 is the result of the decline in noninterest income, resulting in a higher proportion of tax exempt income to total pre-tax income. Financial Condition The following table presents summary balance sheet data for the last five completed fiscal quarters. (in thousands) Balance Sheet Data: September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 Total assets $ 4,264,424 $ 4,099,806 $ 4,225,397 $ 4,210,994 $ 4,252,292 Loans 3,255,906 3,082,127 2,880,780 2,887,662 2,936,148 Total securities 584,622 610,602 628,658 662,609 696,136 Loans held-for-sale 23,103 31,580 33,991 47,745 43,970 Noninterest-bearing deposits 142,875 126,153 119,196 117,531 110,117 Interest-bearing deposits 3,049,769 3,025,948 3,098,783 3,061,428 3,114,478 Total deposits 3,192,644 3,152,101 3,217,979 3,178,959 3,224,595 Advances from Federal Home Loan Bank 589,926 464,925 514,923 514,922 514,920 Total shareholders’ equity 360,857 365,332 374,655 380,338 370,442 Total assets increased $53.4 million, or 1.3%, to $4.3 billion at September 30, 2022 compared to $4.2 billion at December 31, 2021. The increase was due primarily to increases in loan balances, partially offset by decreases in total securities balances and cash balances. As of September 30, 2022, total shareholders’ equity was $360.9 million, a decrease of $19.5 million, or 5.1%, compared to December 31, 2021, due primarily to stock repurchase activity and an increase in accumulated other comprehensive loss resulting from a decline in the value of the available-for-sale securities portfolio caused by the continued rise in interest rates during the year. This was partially offset by the net income earned during the year and an increase in the value of interest rate swaps classified as cash flow hedges. Tangible common equity totaled $356.2 million as of September 30, 2022, representing a decrease of $19.5 million, or 5.2%, compared to December 31, 2021. The ratio of total shareholders’ equity to total assets decreased to 8.46% as of September 30, 2022 from 9.03% as of December 31, 2021, and the ratio of tangible common equity to tangible assets decreased to 8.36% as of September 30, 2022 from 8.93% as of December 31, 2021. Book value per common share decreased 0.4% to $38.84 as of September 30, 2022 from $38.99 as of December 31, 2021. Tangible book value per share decreased 0.4% to $38.34 as of September 30, 2022 from $38.51 as of December 31, 2021. The slight decline in both book value per common share and tangible book value per share reflects the declines in total 50 shareholders’ equity and tangible common equity, mostly offset by shares repurchased throughout the year. Refer to the “Reconciliation of Non-GAAP Financial Measures” section of Part I, Item 2 of this report, Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information. 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, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 Commercial loans Commercial and industrial $ 104,780 3.2 % $ 110,540 3.6 % $ 99,808 3.5 % $ 96,008 3.3 % $ 107,142 3.6 % Owner-occupied commercial real estate 58,615 1.8 % 61,277 2.0 % 56,752 2.0 % 66,732 2.3 % 84,819 2.9 % Investor commercial real estate 91,021 2.8 % 52,648 1.7 % 34,627 1.2 % 28,019 1.0 % 28,505 1.0 % Construction 139,509 4.3 % 143,475 4.7 % 149,662 5.2 % 136,619 4.7 % 115,414 3.9 % Single tenant lease financing 895,302 27.4 % 867,181 28.1 % 852,519 29.6 % 865,854 30.0 % 921,998 31.5 % Public finance 614,139 18.9 % 613,759 19.9 % 587,817 20.4 % 592,665 20.5 % 601,738 20.5 % Healthcare finance 293,686 9.0 % 317,180 10.3 % 354,574 12.3 % 387,852 13.4 % 417,388 14.2 % Small business lending 113,001 3.5 % 102,724 3.3 % 97,040 3.4 % 108,666 3.8 % 102,889 3.5 % Franchise finance 225,012 6.8 % 168,942 5.5 % 107,246 3.7 % 81,448 2.8 % 25,598 0.9 % Total commercial loans 2,535,065 77.7 % 2,437,726 79.1 % 2,340,045 81.3 % 2,363,863 81.8 % 2,405,491 82.0 % Consumer loans Residential mortgage 337,565 10.4 % 281,124 9.1 % 191,153 6.6 % 186,770 6.5 % 188,750 6.4 % Home equity 22,114 0.7 % 19,928 0.6 % 18,100 0.6 % 17,665 0.6 % 17,960 0.6 % Other consumer 312,512 9.7 % 292,955 9.6 % 270,330 9.4 % 265,478 9.2 % 268,396 9.1 % Tax refund advance loans — 0.0 % — 0.0 % 9,177 0.3 % — 0.0 % — 0.0 % Total consumer loans 672,191 20.8 % 594,007 19.3 % 488,760 16.9 % 469,913 16.3 % 475,106 16.1 % Net deferred loan origination costs, premiums and discounts on purchased loans and other (1) 48,650 1.5 % 50,394 1.6 % 51,975 1.8 % 53,886 1.9 % 55,551 1.9 % Total loans 3,255,906 100.0 % 3,082,127 100.0 % 2,880,780 100.0 % 2,887,662 100.0 % 2,936,148 100.0 % Allowance for loan losses (29,866) (29,153) (28,251) (27,841) (28,000) Net loans $ 3,226,040 $ 3,052,974 $ 2,852,529 $ 2,859,821 $ 2,908,148 (1) Includes carrying value adjustments of $33.9 million, $35.4 million, $36.4 million, $37.5 million and $38.9 million related to terminated interest rate swaps associated with public finance loans as of September 30, 2022, June 30, 2022, March 31, 2022, December 31, 2021, and September 30, 2021, respectively. Total loans were $3.3 billion as of September 30, 2022, an increase of $368.2 million, or 12.8%, compared to December 31, 2021. Total commercial loan balances were $2.5 billion as of September 30, 2022, up $171.2 million, or 7.2%, from December 31, 2021. Total consumer loan balances were $672.2 million as of September 30, 2022, an increase of $202.3 million, or 43.1%, compared to December 31, 2021. Compared to December 31, 2021, the increase in commercial loan balances was driven by growth in franchise finance, investor commercial real estate, single tenant lease financing, public finance, commercial and industrial and small business lending. The increase was partially offset by net payoffs in healthcare finance and owner-occupied commercial real estate loans. The increase in consumer loans was due to higher balances in the residential mortgage, home equity, trailers, recreational vehicles and other consumer loan portfolios. Franchise finance was established in July 2021 in partnership with ApplePie Capital, a leading provider of growth financing to franchisees in various industry segments across the country. Through this relationship, we have funded $234.1 million in total originations since inception. 51 Asset Quality Nonperforming loans are comprised of nonaccrual loans and loans 90 days past due and accruing. Nonperforming assets include nonperforming loans, other real estate owned 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, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 Nonaccrual loans Commercial loans: Commercial and industrial $ 350 $ 350 $ 610 $ 674 $ 678 Owner-occupied commercial real estate 1,622 1,661 3,267 3,419 3,429 Single tenant lease financing — — 1,092 1,100 1,100 Small business lending (1) 2,958 1,297 881 959 1,351 Total commercial loans 4,930 3,308 5,850 6,152 6,558 Consumer loans: Residential mortgage 1,073 1,201 1,207 1,226 1,253 Home equity — 14 14 14 14 Other consumer 3 4 13 9 26 Total consumer loans 1,076 1,219 1,234 1,249 1,293 Total nonaccrual loans 6,006 4,527 7,084 7,401 7,851 Past Due 90 days and accruing loans Total past due 90 days and accruing loans — — — — — Total nonperforming loans 6,006 4,527 7,084 7,401 7,851 Other real estate owned Single tenant lease financing — — — 1,188 1,188 Residential mortgage — — — — — Total other real estate owned — — — 1,188 1,188 Other nonperforming assets — 23 1 29 — Total nonperforming assets $ 6,006 $ 4,550 $ 7,085 $ 8,618 $ 9,039 Total nonperforming loans to total loans (2) 0.18 % 0.15 % 0.25 % 0.26 % 0.27 % Total nonperforming assets to total assets (2) 0.14 % 0.11 % 0.17 % 0.20 % 0.21 % Allowance for loan losses to total loans 0.92 % 0.95 % 0.98 % 0.96 % 0.95 % Nonaccrual loans to total loans 0.18 % 0.15 % 0.25 % 0.26 % 0.27 % Allowance for loan losses to nonperforming loans (2) 497.3 % 644.0 % 398.8 % 376.2 % 356.6 % 1 Balance of loans are partially guaranteed by the U.S. government. 2 Includes the impact of nonperforming small business lending loans, which are guaranteed by the U.S. government. Total nonperforming loans declined $1.4 million, or 18.9%, to $6.0 million as of September 30, 2022 compared to $7.4 million as of December 31, 2021 due primarily to upgrades and payoffs in the owner-occupied commercial real estate and commercial and industrial loan portfolios, partially offset by SBA loans placed on nonaccrual during 2022. Total nonperforming assets declined $2.6 million, or 30.3%, as of September 30, 2022, compared to December 31, 2021, due primarily to the upgrades and payoffs discussed above, as well as the decline in other real estate owned (“OREO”) discussed below. 52 Troubled Debt Restructurings The following table provides a summary of troubled debt restructurings for the last five completed fiscal quarters. (in thousands) September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 Troubled debt restructurings – nonaccrual $ 2,342 $ 2,389 $ 2,440 $ 2,492 $ 2,550 Troubled debt restructurings – performing 2,410 2,425 2,418 1,693 843 Total troubled debt restructurings $ 4,752 $ 4,814 $ 4,858 $ 4,185 $ 3,393 Total TDRs as of September 30, 2022 were $4.8 million, up $0.6 million from December 31, 2021. The increase was driven by one residential mortgage loan that became a TDR in 2022. As of September 30, 2022, the Company did not own any OREO. As of December 31, 2021, the Company had one single tenant lease financing property in OREO with a carrying value of $1.2 million. During the first quarter 2022, the Company reached a settlement agreement with the guarantor, which resulted in the Company recovering $1.2 million in excess of the carrying value of OREO. 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 were in effect from the period beginning March 1, 2020 until January 1, 2022. In accordance with this guidance, the Company offered modifications to borrowers who were both impacted by COVID-19 and current on all principal and interest payments. As of September 30, 2022, the Company had no loans as non-TDR loan modifications due to COVID-19. U.S. Small Business Administration Paycheck Protection Program Section 1102 of the CARES Act created the PPP, which is jointly administered by the 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. In 2020, as a preferred SBA lender, we assisted our clients in participating in the PPP to help them maintain their workforce in an uncertain and challenging environment. The loans originated in 2020 bear an interest rate of 1.00%, and we received gross origination fees of approximately $2.3 million. The Company received this fee revenue from the SBA in late June 2020, and it was deferred over the life of the PPP loans and recognized as interest income. The Company began processing applications for forgiveness from this round beginning in December 2020 and 100% of loan balances had been forgiven as of December 31, 2021. On December 27, 2020, $285 billion in additional funding was allocated to the PPP through the passage of the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act. The Company began offering PPP loans again in 2021 and continued until the program’s funds were depleted. These loans may be forgiven if certain conditions are satisfied and are fully guaranteed by the SBA. The loans originated during 2021 bear an interest rate of 1.00% and the Company received gross origination fees of approximately $1.3 million. The Company received this fee revenue from the SBA during 2021, and it was deferred over the life of the PPP loans and recognized as interest income. The Company began processing applications for forgiveness from this round beginning in May 2021 and 100% of loan balances had been forgiven as of September 30, 2022. 53 The following table provides a rollforward of the activity of PPP loans through September 30, 2022. (in thousands, except Number of Loans) Number of Loans Principal Balance Net Deferred Fees Originated 447 $ 58,336 $ 1,851 Principal repaid (71) (7,184) Net deferred fees recognized (1,253) Balance, December 31, 2020 376 51,152 598 Originated 281 27,377 1,125 Principal repaid (634) (75,377) Net deferred fees recognized (1,624) Balance, December 31, 2021 23 3,152 99 Originated — — — Principal repaid (18) (2,149) Net deferred fees recognized (75) Balance, March 31, 2022 5 $ 1,003 $ 24 Originated — — — Principal repaid (3) (809) Net deferred fees recognized (19) Balance, June 30, 2022 2 $ 194 $ 5 Originated — — — Principal repaid (2) (194) Net deferred fees recognized (5) Balance, September 30, 2022 — $ — $ — 54 Allowance for Loan Losses The following table provides a rollforward of the allowance for loan losses for the last five completed fiscal quarters and the nine months ended September 30, 2022 and 2021. Three Months Ended Nine Months Ended (in thousands) September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 September 30, 2022 September 30, 2021 Balance, beginning of period $ 29,153 $ 28,251 $ 27,841 $ 28,000 $ 28,066 $ 27,841 $ 29,484 Provision (credit) charged to expense 892 1,185 791 (238) (29) 2,868 1,268 Losses charged off Commercial and industrial — — — — — — 28 Single tenant lease financing — — — — — — 2,391 Small business lending 130 — 80 — 10 210 222 Residential mortgage — — — — — — 6 Home equity — — — — — — 51 Other consumer 106 128 163 106 110 397 423 Tax refund advance loans — 372 1,488 — — 1,860 — Total losses charged off 236 500 1,731 106 120 2,467 3,121 Recoveries Commercial and industrial 2 — — 3 2 2 85 Single tenant lease financing — — 1,231 — — 1,231 — Small business lending 3 2 17 48 26 22 32 Residential mortgage 1 1 1 51 3 3 12 Home equity 1 134 2 2 2 137 5 Other consumer 50 80 99 81 50 229 235 Total losses charged off 57 217 1,350 185 83 1,624 369 Balance, end of period $ 29,866 $ 29,153 $ 28,251 $ 27,841 $ 28,000 $ 29,866 $ 28,000 Net charge-offs (recoveries) $ 179 $ 283 $ 381 $ (79) $ 37 $ 843 $ 2,752 Net charge-offs (recoveries) to average loans (annualized) Commercial and industrial 0.00 % 0.00 % 0.00 % (0.01 %) (0.01 %) 0.00 % (0.10 %) Single tenant lease financing 0.00 % 0.00 % (0.58 %) 0.00 % 0.00 % (0.19 %) 0.34 % Small business lending 0.14 % 0.00 % 0.23 % (0.17 %) (0.05 %) 0.22 % 0.20 % Total commercial net charge-offs (recoveries) 0.01 % 0.00 % (0.20 %) (0.01 %) 0.00 % (0.06 %) 0.14 % Residential mortgage 0.00 % 0.00 % 0.00 % (0.11 %) (0.01 %) 0.00 % 0.00 % Home equity (0.01 %) (1.42 %) (0.04 %) (0.04 %) (0.05 %) (0.94 %) 0.34 % Other consumer 0.20 % 0.30 % 0.40 % 0.28 % 0.24 % 0.30 % 0.32 % Tax refund advance loans 0.00 % 23.55 % 9.97 % 0.00 % 0.00 % 11.84 % 0.00 % Total consumer net charge-offs (recoveries) 0.01 % 0.11 % 1.18 % (0.02 %) 0.05 % 0.44 % 0.06 % Total net charge-offs (recoveries) to average loans 0.02 % 0.04 % 0.05 % (0.01) % 0.01 % 0.04 % 0.12 % Total net (recoveries) charge-offs, excluding tax refund advance loans 0.02 % (0.01 %) (0.16 %) (0.01) % 0.01 % (0.05) % 0.12 % 55 The allowance for loan losses was $29.9 million as of September 30, 2022, compared to $27.8 million as of December 31, 2021. The allowance for loan losses as a percentage of total loans, including and excluding PPP loans, was 0.92% at September 30, 2022, compared to 0.96%, or 0.97% when excluding PPP loans, at December 31, 2021. The allowance for loan losses as a percentage of nonperforming loans increased to 497.3% as of September 30, 2022, compared to 376.2% as of December 31, 2021. Net charge-offs of $0.2 million were recognized during the third quarter 2022, resulting in net charge-offs to average loans of 0.02%, compared to net recoveries to average loans of 0.01% for the third quarter 2021. The provision for loan losses in the third quarter 2022 was $0.9 million, compared to a $29 thousand credit for the third quarter 2021. The provision for the third quarter 2022 was driven primarily by growth in the loan portfolio, partially offset by reductions in specific reserves due to positive developments on certain monitored loans. 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, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 Securities available-for-sale U.S. Government-sponsored agencies $ 38,197 $ 41,542 $ 45,335 $ 50,013 $ 53,380 Municipal securities 71,156 71,264 72,420 75,158 76,528 Agency mortgage-backed securities - residential 259,568 265,196 276,392 377,928 398,504 Agency mortgage-backed securities - commercial 17,825 23,312 24,815 36,024 34,109 Private label mortgage-backed securities - residential 12,320 13,259 15,090 15,902 19,997 Asset-backed securities 5,000 5,000 5,000 5,000 5,000 Corporate securities 44,644 42,655 47,580 46,482 48,460 Total available-for-sale 448,710 462,228 486,632 606,507 635,978 Securities held-to-maturity Municipal securities 13,957 13,969 13,981 13,992 14,538 Agency mortgage-backed securities - residential 123,718 117,749 95,982 — — Agency mortgage-backed securities - commercial 5,828 5,838 5,847 — — Corporate securities 47,554 47,557 47,560 45,573 47,591 Total held-to-maturity 191,057 185,113 163,370 59,565 62,129 Total securities $ 639,767 $ 647,341 $ 650,002 $ 666,072 $ 698,107 56 (in thousands) Approximate Fair Value September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 Securities available-for-sale U.S. Government-sponsored agencies $ 36,329 $ 40,003 $ 43,847 $ 49,040 $ 52,455 Municipal securities 63,537 67,923 72,804 77,033 77,450 Agency mortgage-backed securities - residential 219,191 237,546 257,682 373,236 395,105 Agency mortgage-backed securities - commercial 16,522 22,207 24,156 36,326 34,780 Private label mortgage-backed securities - residential 11,041 12,479 14,818 16,021 20,235 Asset-backed securities 4,884 4,897 4,986 5,004 5,005 Corporate securities 42,061 40,434 46,995 46,384 48,977 Total available-for-sale 393,565 425,489 465,288 603,044 634,007 Securities held-to-maturity Municipal securities 12,668 13,356 14,093 14,709 15,319 Agency mortgage-backed securities - residential 107,570 109,054 92,939 — — Agency mortgage-backed securities - commercial 4,686 5,048 5,420 — — Corporate securities 45,053 46,561 47,519 46,759 49,018 Total held-to-maturity 169,977 174,019 159,971 61,468 64,337 Total securities $ 563,542 $ 599,508 $ 625,259 $ 664,512 $ 698,344 The approximate fair value of available-for-sale investment securities decreased $209.5 million, or 34.7%, to $393.6 million as of September 30, 2022, compared to $603.0 million as of December 31, 2021. The decrease was due primarily to decreases of $154.0 million in agency mortgage-backed securities - residential, $19.8 million in agency mortgage-backed securities - commercial, $13.5 million in municipal securities, and $12.7 million in U.S. Government-sponsored agencies. The decrease in agency mortgage-backed securities - residential and agency mortgage-backed securities - commercial was due primarily to the transfer of $96.2 million of these securities from available-for-sale to held-to-maturity in the first quarter 2022, as well as a decline in fair value resulting from the continued rise in interest rates. The decreases in other securities types were also driven by a decline in value resulting from the continued rise in interest rates, as well as net paydown activity. Accrued Income and Other Assets Accrued income and other assets decreased $3.4 million, or 7.2%, to $43.5 million at September 30, 2022 compared to $46.9 million at December 31, 2021. The decrease was primarily related to a decrease of $15.7 million in cash pledged as collateral and $7.7 million in deferred tax assets, partially offset by increases of $9.3 million in derivative assets, $8.6 million in income tax receivable, and $2.1 million in investment fund partnerships. As of September 30, 2022 the Company had no pledged cash collateral compared to $15.7 million, as of December 31, 2021. Cash collateral is pledged 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. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities decreased $15.9 million, or 52.0%, to $14.7 million at September 30, 2022, compared to $30.5 million at December 31, 2021. The decrease in accrued expenses and other liabilities was due primarily to decreases of $13.9 million, or 97.3%, in derivative liabilities and $3.9 million in accrued taxes, partially offset by increases of $1.8 million, or 0.3%, in other liabilities and $0.1 million in accrued salary and benefits. 57 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, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 Noninterest-bearing deposits $ 142,635 4.5 % $ 126,153 4.0 % $ 119,197 3.7 % $ 117,531 3.7 % $ 110,117 3.4 % Interest-bearing demand deposits 337,765 10.6 % 350,551 11.1 % 334,723 10.4 % 247,967 7.8 % 201,557 6.3 % Savings accounts 52,228 1.6 % 65,365 2.1 % 66,320 2.1 % 59,998 1.9 % 66,762 2.1 % Money market accounts 1,378,087 43.2 % 1,363,424 43.3 % 1,475,857 45.8 % 1,483,936 46.7 % 1,479,358 45.8 % BaaS - brokered deposits 96,287 3.0 % 194,133 6.2 % 50,006 1.6 % — 0.0 % — 0.0 % Certificates of deposits 773,040 24.2 % 800,598 25.3 % 889,789 27.6 % 970,107 30.5 % 1,043,898 32.4 % Brokered deposits 412,602 12.9 % 251,877 8.0 % 282,087 8.8 % 299,420 9.4 % 322,903 10.0 % Total deposits $ 3,192,644 100.0 % $ 3,152,101 100.0 % $ 3,217,979 100.0 % $ 3,178,959 100.0 % $ 3,224,595 100.0 % Total deposits increased $13.7 million, or 0.4%, to $3.2 billion as of September 30, 2022, compared to $3.2 billion as of December 31, 2021. This increase was due primarily to increases of $113.2 million, or 37.8%, in brokered deposits, $96.3 million in BaaS - brokered deposits, $89.8 million, or 36.2%, in interest-bearing demand deposits and $25.1 million, or 21.4%, in noninterest-bearing deposits, partially offset by decreases of $197.1 million, or 20.3%, in certificates of deposits, $105.8 million, or 7.1% in money market accounts and $7.8 million, or 13.0%, in savings accounts. The increase in brokered deposits was due to accessing certain deposit channels during the third quarter 2022 to support balance sheet liquidity and manage interest rate risk. The increase in BaaS brokered deposits was due to a relationship established in the first quarter 2022. The increase in the balance of interest-bearing demand deposits was due primarily to a new customer relationship from the first quarter of 2022 with approximately $100.0 million in deposits with a contractual term of five years and a fixed rate of 1.15%. The decrease in the balance of certificates of deposits was due to the maturity of higher-cost balances and reduced pricing strategies designed to limit the volume of new production. The decrease in money market accounts was due primarily to certain customer activity that can be periodically volatile. Recent Debt Offerings In August 2021, the Company issued $60.0 million aggregate principal amount of 3.75% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “2031 Notes”) in a private placement. The 2031 Notes initially bear a fixed interest rate of 3.75% per year to, but excluding, September 1, 2026, and thereafter a floating rate equal to the then-current benchmark rate (initially three-month Term SOFR plus 3.11%). The 2031 Notes are scheduled to mature on September 1, 2031. The 2031 Notes are unsecured subordinated obligations of the Company and may be repaid, without penalty, on any interest payment date on or after September 1, 2026. The 2031 Notes are intended to qualify as Tier 2 capital under regulatory guidelines. Pursuant to the terms of a Registration Rights Agreement between the Company and the initial purchasers of the 2031 Notes, the Company offered to exchange the 2031 Notes for subordinated notes that are registered under the Securities Act of 1933, as amended, and have substantially the same terms as the 2031 Notes. On December 30, 2021, the Company completed an exchange of $59.3 million principal amount of the unregistered 2031 Notes for registered 2031 Notes in satisfaction of its obligations under the registration rights agreement. Holders of $0.7 million of unregistered 2031 Notes did not participate in the exchange. 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”). 58 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 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. The following tables present actual and required capital ratios as of September 30, 2022 and December 31, 2021 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, 2022 and December 31, 2021, which are 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, 2022: Common equity tier 1 capital to risk-weighted assets Consolidated $ 392,281 11.72 % $ 234,271 7.00 % N/A N/A Bank 462,999 13.87 % 233,603 7.00 % $ 216,917 6.50 % Tier 1 capital to risk-weighted assets Consolidated 392,281 11.72 % 284,472 8.50 % N/A N/A Bank 462,999 13.87 % 283,661 8.50 % 266,975 8.00 % Total capital to risk-weighted assets Consolidated 526,603 15.73 % 351,406 10.50 % N/A N/A Bank 492,865 14.77 % 350,404 10.50 % 333,719 10.00 % Leverage ratio Consolidated 392,281 9.49 % 165,323 4.00 % N/A N/A Bank 462,999 11.22 % 165,096 4.00 % 206,370 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, 2021: Common equity tier 1 capital to risk-weighted assets Consolidated $ 384,499 12.93 % $ 208,202 7.00 % N/A N/A Bank 432,181 14.55 % 207,913 7.00 % $ 193,062 6.50 % Tier 1 capital to risk-weighted assets Consolidated 384,499 12.93 % 252,817 8.50 % N/A N/A Bank 432,181 14.55 % 252,466 8.50 % 237,615 8.00 % Total capital to risk-weighted assets Consolidated 516,571 17.37 % 312,303 10.50 % N/A N/A Bank 460,022 15.49 % 311,870 10.50 % 297,019 10.00 % Leverage ratio Consolidated 384,499 9.22 % 166,824 4.00 % N/A N/A Bank 432,181 10.37 % 166,693 4.00 % 208,366 5.00 % 59 Shareholders’ Dividends The Company’s Board of Directors declared a cash dividend of $0.06 per share of common stock payable October 17, 2022 to shareholders of record as of September 30, 2022. 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 the Company’s 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. As of September 30, 2022, the Company had $107.0 million principal amount of subordinated debt outstanding evidenced by the 2029 Notes, 2030 Note and 2031 Notes. The agreements that govern our outstanding subordinated debt 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 the next twelve months and longer. 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. On October 20, 2021, the Company’s Board of Directors approved a stock repurchase program authorizing the repurchase of up to $30.0 million of the Company’s outstanding common stock from time to time on the open market or in privately negotiated transactions. In October 2022, the Company’s Board of Directors increased the authorization to $35.0 million. Under this program, the Company repurchased 100,000 shares at a total cost of $4.4 million during 2021, 103,703 shares at a total cost of $5.1 million during the first quarter 2022, 294,464 shares at a total cost of $11.1 million during the second quarter 2022 and 120,000 shares at a total cost of $4.4 million during the third quarter 2022. The stock repurchase authorization is scheduled to expire on December 31, 2022. Various factors determine the amount and timing of our share repurchases, including our capital requirements, organic growth and other strategic opportunities, economic and market conditions (including the trading price of our stock), and regulatory and legal considerations. See Part II, Item 2, of this report for information regarding recent repurchase activity and our remaining authority under the program. 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 Federal Home Loan Bank (“FHLB”) and brokered deposits. 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. At September 30, 2022, on a consolidated basis, the Company had $614.6 million in cash and cash equivalents and investment securities available-for-sale and $23.1 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, 2022, the Bank had the ability to borrow an additional $473.7 million from the FHLB, the Federal Reserve and correspondent bank Fed Funds lines of credit. 60 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, 2022, the Company, on an unconsolidated basis, had $25.7 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, 2022, approved outstanding loan commitments, including unused lines of credit and standby letters of credit, amounted to $508.6 million. Certificates of deposits and brokered deposits scheduled to mature in one year or less at September 30, 2022 totaled $549.5 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. 61 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, average tangible common equity, return on average tangible common equity, total interest income - FTE, adjusted total interest income - FTE, net interest income - FTE, adjusted net interest income, adjusted net interest income - FTE, net interest margin - FTE, adjusted net interest margin, adjusted net interest margin - FTE, provision (benefit) for loan losses, excluding tax refund advance loans, average loans, excluding tax refund advance loans, net (recoveries) charge-offs to average loans, excluding tax refund advance loans, loans, excluding PPP loans, allowance for loan losses to loans, excluding PPP loans, adjusted noninterest expense, 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 average shareholders’ equity, adjusted return on average tangible common equity, adjusted effective income tax rate, income before income taxes, excluding tax refund advance loans, income tax provision, excluding tax refund advance loans, and net income, excluding tax refund advance loans 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, 2022 and 2021. 62 (dollars in thousands, except share and per share data) Three Months Ended Nine Months Ended September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 September 30, 2022 September 30, 2021 Total equity - GAAP $ 360,857 $ 365,332 $ 374,655 $ 380,338 $ 370,442 $ 360,857 $ 370,442 Adjustments: Goodwill (4,687) (4,687) (4,687) (4,687) (4,687) (4,687) (4,687) Tangible common equity $ 356,170 $ 360,645 $ 369,968 $ 375,651 $ 365,755 $ 356,170 $ 365,755 Total assets - GAAP $ 4,264,424 $ 4,099,806 $ 4,225,397 $ 4,210,994 $ 4,252,292 $ 4,264,424 $ 4,252,292 Adjustments: Goodwill (4,687) (4,687) (4,687) (4,687) (4,687) (4,687) (4,687) Tangible assets $ 4,259,737 $ 4,095,119 $ 4,220,710 $ 4,206,307 $ 4,247,605 $ 4,259,737 $ 4,247,605 Common shares outstanding 9,290,885 9,404,000 9,683,727 9,754,455 9,854,153 9,290,885 9,854,153 Book value per common share $ 38.84 $ 38.85 $ 38.69 $ 38.99 $ 37.59 $ 38.84 $ 37.59 Effect of goodwill (0.50) (0.50) (0.48) (0.48) (0.47) (0.50) (0.47) Tangible book value per common share $ 38.34 $ 38.35 $ 38.21 $ 38.51 $ 37.12 $ 38.34 $ 37.12 Total shareholders’ equity to assets 8.46 % 8.91 % 8.87 % 9.03 % 8.71 % 8.46 % 8.71 % Effect of goodwill (0.10 %) (0.10 %) (0.10 %) (0.10 %) (0.10 %) (0.10) % (0.10) % Tangible common equity to tangible assets 8.36 % 8.81 % 8.77 % 8.93 % 8.61 % 8.36 % 8.61 % Total average equity - GAAP $ 371,303 $ 374,274 $ 380,767 $ 376,832 $ 366,187 $ 375,190 $ 351,794 Adjustments: Average goodwill (4,687) (4,687) (4,687) (4,687) (4,687) (4,687) (4,687) Average tangible common equity $ 366,616 $ 369,587 $ 376,080 $ 372,145 $ 361,500 $ 370,503 $ 347,107 Return on average shareholders’ equity 9.01 % 10.23 % 11.94 % 13.14 % 13.10 % 10.40 % 13.54 % Effect of goodwill 0.12 % 0.13 % 0.15 % 0.16 % 0.17 % 0.13 % 0.19 % Return on average tangible common equity 9.13 % 10.36 % 12.09 % 13.30 % 13.27 % 10.53 % 13.73 % 63 (dollars in thousands) Three Months Ended Nine Months Ended September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 September 30, 2022 September 30, 2021 Total interest income $ 39,099 $ 36,106 $ 36,034 $ 34,192 $ 33,034 $ 111,239 $ 99,691 Adjustments: Fully-taxable equivalent adjustments 1 1,280 1,377 1,314 1,348 1,356 3,971 4,105 Total interest income - FTE $ 40,379 $ 37,483 $ 37,348 $ 35,540 $ 34,390 $ 115,210 $ 103,796 Total interest income - FTE $ 40,379 $ 37,483 $ 37,348 $ 35,540 $ 34,390 $ 115,210 $ 103,796 Adjustments: Income from tax refund advance loans — (149) (2,864) — — (3,013) — Adjusted total interest income - FTE $ 40,379 $ 37,334 $ 34,484 $ 35,540 $ 34,390 $ 112,197 $ 103,796 Net interest income $ 23,994 $ 25,680 $ 25,750 $ 23,505 $ 20,919 $ 75,424 $ 63,051 Adjustments: Fully-taxable equivalent adjustments 1 1,280 1,377 1,314 1,348 1,356 3,971 4,105 Net interest income - FTE $ 25,274 $ 27,057 $ 27,064 $ 24,853 $ 22,275 $ 79,395 $ 67,156 Net interest income $ 23,994 $ 25,680 $ 25,750 $ 23,505 $ 20,919 $ 75,424 $ 63,051 Adjustments: Subordinated debt redemption cost — — — — 810 — 810 Income from tax refund advance loans — (149) (2,864) — — (3,013) — Adjusted net interest income $ 23,994 $ 25,531 $ 22,886 $ 23,505 $ 21,729 $ 72,411 $ 63,861 Net interest income $ 23,994 $ 25,680 $ 25,750 $ 23,505 $ 20,919 $ 75,424 $ 63,051 Adjustments: Fully-taxable equivalent adjustments 1 1,280 1,377 1,314 1,348 1,356 3,971 4,105 Subordinated debt redemption cost — — — — 810 — 810 Income from tax refund advance loans — (149) (2,864) — — (3,013) — Adjusted net interest income - FTE $ 25,274 $ 26,908 $ 24,200 $ 24,853 $ 23,085 $ 76,382 $ 67,966 1 Assuming a 21% tax rate 64 (dollars in thousands) Three Months Ended Nine Months Ended September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 September 30, 2022 September 30, 2021 Net interest margin 2.40 % 2.60 % 2.56 % 2.30 % 2.00 % 2.52 % 2.05 % Effect of fully-taxable equivalent adjustments 1 0.13 % 0.14 % 0.13 % 0.13 % 0.13 % 0.13 % 0.14 % Net interest margin - FTE 2.53 % 2.74 % 2.69 % 2.43 % 2.13 % 2.65 % 2.19 % Net interest margin 2.40 % 2.60 % 2.56 % 2.30 % 2.00 % 2.52 % 2.05 % Effect of subordinated debt redemption cost 0.00 % 0.00 % 0.00 % 0.00 % 0.08 % 0.00 % 0.02 % Effect of income from tax refund advance loans 0.00 % (0.02 %) (0.28 %) 0.00 % 0.00 % (0.10 %) 0.00 % Adjusted net interest margin 2.40 % 2.58 % 2.28 % 2.30 % 2.08 % 2.42 % 2.07 % Net interest margin 2.40 % 2.60 % 2.56 % 2.30 % 2.00 % 2.52 % 2.05 % Effect of fully-taxable equivalent adjustments 0.13 % 0.14 % 0.13 % 0.13 % 0.13 % 0.13 % 0.14 % Effect of subordinated debt redemption cost 0.00 % 0.00 % 0.00 % 0.00 % 0.08 % 0.00 % 0.02 % Effect of income from tax refund advance loans 0.00 % (0.02 %) (0.28 %) 0.00 % 0.00 % (0.10 %) 0.00 % Adjusted net interest margin - FTE 2.53 % 2.72 % 2.41 % 2.43 % 2.21 % 2.55 % 2.21 % Provision (benefit) for loan losses $ 892 $ 1,185 $ 791 $ (238) $ (29) $ 2,868 $ 1,268 Adjustments: Provision for tax refund advance loans losses — (18) (1,842) — — (1,860) — Provision (benefit) for loan losses, excluding tax refund advance loans $ 892 $ 1,167 $ (1,051) $ (238) $ (29) $ 1,008 $ 1,268 Average loans $ 3,161,850 $ 2,998,144 $ 2,947,924 $ 2,914,858 $ 2,933,654 $ 3,036,532 $ 2,991,556 Adjustments: Average tax refund advance loans — (3,185) (60,499) — — (20,996) — Average loans, excluding tax refund advance loans $ 3,161,850 $ 2,994,959 $ 2,887,425 $ 2,914,858 $ 2,933,654 $ 3,015,536 $ 2,991,556 Net charge-offs (recoveries) to average loans 0.02 % 0.04 % 0.05 % (0.01 %) 0.01 % 0.04 % 0.12 % Adjustments: Effect of tax refund advance lending net charge-offs to average loans 0.00 % (0.05 %) (0.21 %) 0.00 % 0.00 % (0.08 %) 0.00 % Net (recoveries) charge-offs to average loans, excluding tax refund advance loans 0.02 % (0.01 %) (0.16 %) (0.01 %) 0.01 % (0.04 %) 0.12 % Allowance for loan losses $ 29,866 $ 29,153 $ 28,251 $ 27,841 $ 28,000 $ 29,866 $ 28,000 Loans $ 3,255,906 $ 3,082,127 $ 2,880,780 $ 2,887,662 $ 2,936,148 $ 3,255,906 $ 2,936,148 Adjustments: PPP loans — (194) (1,003) (3,152) (14,981) — (14,981) Loans, excluding PPP loans $ 3,255,906 $ 3,081,933 $ 2,879,777 $ 2,884,510 $ 2,921,167 $ 3,255,906 $ 2,921,167 Allowance for loan losses to loans 0.92 % 0.95 % 0.98 % 0.96 % 0.95 % 0.92 % 0.95 % Effect of PPP loans 0.00 % 0.00 % 0.00 % 0.01 % 0.01 % 0.00 % 0.01 % Allowance for loan losses to loans, excluding PPP loans 0.92 % 0.95 % 0.98 % 0.97 % 0.96 % 0.92 % 0.96 % 1 Assuming a 21% tax rate 65 (dollars in thousands, except share and per share data) Three Months Ended Nine Months Ended September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 September 30, 2022 September 30, 2021 Noninterest expense - GAAP $ 17,995 $ 17,985 $ 18,780 $ 16,955 $ 14,451 $ 54,760 $ 44,843 Adjustments: Acquisition-related expenses — (103) (170) (163) — (273) — Nonrecurring consulting fee — — (875) — — (125) — Write-down of Software (125) — — (475) — (875) — Discretionary inflation bonus — (531) — — — (531) — Accelerated equity compensation — (289) — — — (289) — Adjusted noninterest expense $ 17,870 $ 17,062 $ 17,735 $ 16,317 $ 14,451 $ 52,667 $ 44,843 Income before income taxes - GAAP $ 9,423 $ 10,824 $ 12,999 $ 14,482 $ 14,310 $ 33,246 $ 42,090 Adjustments: Gain on sale of premises and equipment — — — — — — (2,523) Acquisition-related expenses — 103 170 163 — 273 — Nonrecurring consulting fee — — 875 — — 875 — Write-down of Software 125 — — 475 — 125 — Subordinated debt redemption cost — — — — 810 — 810 Discretionary inflation bonus — 531 — — — 531 — Accelerated equity compensation — 289 — — — 289 — Adjusted income before income taxes $ 9,548 $ 11,747 $ 14,044 $ 15,120 $ 15,120 $ 35,339 $ 40,377 Income tax provision - GAAP $ 987 $ 1,279 $ 1,790 $ 2,004 $ 2,220 $ 4,056 $ 6,454 Adjustments: 1 Gain on sale of premises and equipment — — — — — — (530) Acquisition-related expenses — 21 36 34 — 57 — Nonrecurring consulting fee — — 184 — — 184 — Write-down of Software 26 — — 100 — 26 — Subordinated debt redemption cost — — — — 170 — 170 Discretionary inflation bonus — 112 — — — 112 — Accelerated equity compensation — 61 — — — 61 — Adjusted income tax provision $ 1,013 $ 1,473 $ 2,010 $ 2,138 $ 2,390 $ 4,496 $ 6,094 Net income - GAAP $ 8,436 $ 9,545 $ 11,209 $ 12,478 $ 12,090 $ 29,190 $ 35,636 Adjustments: Gain on sale of premises and equipment — — — — — — (1,993) Acquisition-related expenses — 82 134 129 — 216 — Nonrecurring consulting fee — — 691 — — 691 — Write-down of Software 99 — — 375 — 99 — Subordinated debt redemption cost — — — — 640 — 640 Discretionary inflation bonus — 419 — — — 419 — Accelerated equity compensation — 228 — — — 228 — Adjusted net income $ 8,535 $ 10,274 $ 12,034 $ 12,982 $ 12,730 $ 30,843 $ 34,283 1 Assuming a 21% tax rate 66 (dollars in thousands, except share and per share data) Three Months Ended Nine Months Ended September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 September 30, 2022 September 30, 2021 Diluted average common shares outstanding 9,525,855 9,658,689 9,870,394 9,989,951 9,988,102 9,681,742 9,974,071 Diluted earnings per share - GAAP $ 0.89 $ 0.99 $ 1.14 $ 1.25 $ 1.21 $ 3.01 $ 3.57 Adjustments: Effect of gain on sale of premises and equipment — — — — — — (0.19) Effect of acquisition-related expenses — 0.01 0.01 0.01 — 0.02 — Effect of nonrecurring consulting fee — — 0.07 — — 0.07 — Effect of write-down of software 0.01 — — 0.04 — 0.01 — Effect of subordinated debt redemption cost — — — — 0.06 — 0.06 Effect of discretionary inflation bonus — 0.04 — — — 0.04 — Effect of accelerated equity compensation — 0.02 — — — 0.02 — Adjusted diluted earnings per share $ 0.90 $ 1.06 $ 1.22 $ 1.30 $ 1.27 $ 3.17 $ 3.44 Return on average assets 0.82 % 0.93 % 1.08 % 1.19 % 1.12 % 0.94 % 1.13 % Effect of gain on sale of premises and equipment 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % (0.06 %) Effect of acquisition-related expenses 0.00 % 0.01 % 0.01 % 0.01 % 0.00 % 0.01 % 0.00 % Effect of nonrecurring consulting fee 0.00 % 0.00 % 0.07 % 0.00 % 0.00 % 0.02 % 0.00 % Effect of write-down of software 0.01 % 0.00 % 0.00 % 0.04 % 0.00 % 0.00 % 0.00 % Effect of subordinated debt redemption cost 0.00 % 0.00 % 0.00 % 0.00 % 0.06 % 0.00 % 0.02 % Effect of discretionary inflation bonus 0.00 % 0.04 % 0.00 % 0.00 % 0.00 % 0.01 % 0.00 % Effect of accelerated equity compensation 0.00 % 0.02 % 0.00 % 0.00 % 0.00 % 0.01 % 0.00 % Adjusted return on average assets 0.83 % 1.00 % 1.16 % 1.24 % 1.18 % 0.99 % 1.09 % Return on average shareholders' equity 9.01 % 10.23 % 11.94 % 13.14 % 13.10 % 10.40 % 13.54 % Effect of gain on sale of premises and equipment 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % (0.75 %) Effect of acquisition-related expenses 0.00 % 0.09 % 0.14 % 0.14 % 0.00 % 0.08 % 0.00 % Effect of nonrecurring consulting fee 0.00 % 0.00 % 0.74 % 0.00 % 0.00 % 0.25 % 0.00 % Effect of write-down of software 0.11 % 0.00 % 0.00 % 0.39 % 0.00 % 0.04 % 0.00 % Effect of subordinated debt redemption cost 0.00 % 0.00 % 0.00 % 0.00 % 0.69 % 0.00 % 0.24 % Effect of discretionary inflation bonus 0.00 % 0.45 % 0.00 % 0.00 % 0.00 % 0.15 % 0.00 % Effect of accelerated equity compensation 0.00 % 0.24 % 0.00 % 0.00 % 0.00 % 0.08 % 0.00 % Adjusted return on average shareholders' equity 9.12 % 11.01 % 12.82 % 13.67 % 13.79 % 11.00 % 13.03 % 67 (dollars in thousands, except share and per share data) Three Months Ended Nine Months Ended September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 September 30, 2022 September 30, 2021 Return on average tangible common equity 9.13 % 10.36 % 12.09 % 13.30 % 13.27 % 10.53 % 13.73 % Effect of gain on sale of premises and equipment 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % (0.77 %) Effect of acquisition-related expenses 0.00 % 0.09 % 0.14 % 0.14 % 0.00 % 0.08 % 0.00 % Effect of nonrecurring consulting fee 0.00 % 0.00 % 0.75 % 0.00 % 0.00 % 0.25 % 0.00 % Effect of write-down of software 0.11 % 0.00 % 0.00 % 0.40 % 0.00 % 0.04 % 0.00 % Effect of subordinated debt redemption cost 0.00 % 0.00 % 0.00 % 0.00 % 0.70 % 0.00 % 0.25 % Effect of discretionary inflation bonus 0.00 % 0.45 % 0.00 % 0.00 % 0.00 % 0.15 % 0.00 % Effect of accelerated equity compensation 0.00 % 0.25 % 0.00 % 0.00 % 0.00 % 0.08 % 0.00 % Adjusted return on average tangible common equity 9.24 % 11.15 % 12.98 % 13.84 % 13.97 % 11.13 % 13.21 % Effective income tax rate 10.5 % 11.8 % 13.8 % 13.8 % 15.5 % 12.2 % 15.3 % Effect of gain on sale of premises and equipment 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % (0.6 %) Effect of acquisition-related expenses 0.0 % 0.2 % 0.3 % 0.1 % 0.0 % 0.2 % 0.0 % Effect of nonrecurring consulting fee 0.0 % 0.0 % 1.3 % 0.0 % 0.0 % 0.5 % 0.0 % Effect of write-down of software 0.3 % 0.0 % 0.0 % 0.2 % 0.0 % 0.1 % 0.0 % Effect of subordinated debt redemption cost 0.0 % 0.0 % 0.0 % 0.0 % 0.3 % 0.0 % 0.4 % Effect of discretionary inflation bonus 0.0 % 1.0 % 0.0 % 0.0 % 0.0 % 0.3 % 0.0 % Effect of accelerated equity compensation 0.0 % 0.6 % 0.0 % 0.0 % 0.0 % 0.2 % 0.0 % Adjusted effective income tax rate 10.8 % 13.6 % 15.4 % 14.1 % 15.8 % 13.5 % 15.1 % Income before income taxes - GAAP $ 9,423 $ 10,824 $ 12,999 $ 14,482 $ 14,310 $ 33,246 $ 42,090 Adjustments: Income from tax refund advance lending — (149) (2,864) — — (3,013) — Provision for tax refund advance loans losses — 18 1,842 — — 1,860 — Tax refund advance lending servicing fee — 9 921 — — 930 — Income before income taxes, excluding tax refund advance loans $ 9,423 $ 10,702 $ 12,898 $ 14,482 $ 14,310 $ 33,023 $ 42,090 Income tax provision - GAAP $ 987 $ 1,279 $ 1,790 $ 2,004 $ 2,220 $ 4,056 $ 6,454 Adjustments: 1 Income from tax refund advance lending — (31) (601) — — (632) — Provision for tax refund advance loans losses — 4 387 — — 391 — Tax refund advance lending servicing fee — 2 193 — — 195 — Income tax provision, excluding tax refund advance loans $ 987 $ 1,254 $ 1,769 $ 2,004 $ 2,220 $ 4,010 $ 6,454 68 (dollars in thousands, except share and per share data) Three Months Ended Nine Months Ended September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 September 30, 2022 September 30, 2021 Net income - GAAP $ 8,436 $ 9,545 $ 11,209 $ 12,478 $ 12,090 $ 29,190 $ 35,636 Adjustments: Income from tax refund advance lending — (118) (2,263) — — (2,381) — Provision for tax refund advance loans losses — 14 1,455 — — 1,469 — Tax refund advance lending servicing fee — 7 728 — — 735 — Net income, excluding tax refund advance loans $ 8,436 $ 9,448 $ 11,129 $ 12,478 $ 12,090 $ 29,013 $ 35,636 1 Assuming a 21% tax rate 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, 2021. Recent Accounting Pronouncements Refer to Note 15 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. At both September 30, 2022 and December 31, 2021, the Company had interest rate swaps with notional amounts of $260.0 million. 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, 2022 and December 31, 2021, the Company had commitments to sell residential real estate loans of $27.8 million and $72.8 million, respectively. These contracts mature in less than one year. Refer to Note 13 to the condensed consolidated financial statements for additional information about derivative financial instruments. 69