What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-05-05 compared with 2020-11-04 · 291 added, 390 removed, 320 unchanged (68% of the section changed)

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(the “Company” or “LOB”).

This discussion should be read in conjunction with the financial statements and related notes included elsewhere in this quarterly report on Form 10-Q and with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the "2019 Annual Report").

This discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this quarterly report on Form 10-Q and with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the "2020 Annual Report").

Results of operations for the periods included in this quarterly report on Form 10-Q are not necessarily indicative of results to be obtained during any future period.

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This quarterly report on Form 10-Q contains statements that management believes are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995.

These statements generally relate to the Company’s financial condition, results of operations, plans, objectives, future performance or business.

These statements generally relate to the financial condition, results of operations, plans, objectives, future performance or business of Live Oak Bancshares, Inc.

(the "Company").

They usually can be identified by the use of forward-looking terminology, such as “believes,” “expects,” or “are expected to,” “plans,” “projects,” “goals,” “estimates,” “will,” “may,” “should,” “could,” “would,” “continues,” “intends to,” “outlook” or “anticipates,” or variations of these and similar words, or by discussions of strategies that involve risks and uncertainties.

You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to, those described in this quarterly report on Form 10-Q.

You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to, those described in this Report.

When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements management may make.

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Management undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Forward-looking statements contained in this quarterly report on Form 10-Q are based on current expectations, estimates and projections about the Company’s business, management’s beliefs and assumptions made by management.

Forward-looking statements contained in this Report are based on current expectations, estimates and projections about the Company’s business, management’s beliefs and assumptions made by management.

These statements are not guarantees of the Company’s future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict.

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deterioration in the financial condition of borrowers resulting in significant increases in the Company’s loan and lease losses and provisions for those losses and other adverse impacts to results of operations and financial condition;

changes in SBA rules, regulations and loan products, including specifically the Section 7(a) program, changes in SBA standard operating procedures or changes to the status of Live Oak Banking Company (the "Bank") as an SBA Preferred Lender;

changes in rules, regulations or procedures for other government loan programs, including those of the USDA;

changes in Small Business Administration ("SBA") rules, regulations and loan products, including specifically the Section 7(a) program, changes in SBA standard operating procedures or changes to the status of Live Oak Banking Company (the "Bank") as an SBA Preferred Lender;

changes in rules, regulations or procedures for other government loan programs, including those of the United States Department of Agriculture (“USDA”);

changes in interest rates that affect the level and composition of deposits, loan demand and the values of loan collateral, securities, and interest sensitive assets and liabilities;

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the effect of any mergers, acquisitions or other transactions, to which the Company or the Bank may from time to time be a party, including management’s ability to successfully integrate any businesses acquired;

other risk factors listed from time to time in reports that the Company files with the SEC, including in the Company’s 2019 Annual Report;

other risk factors listed from time to time in reports that the Company files with the SEC, including those described under “Risk Factors” in this Report;

the Company’s success at managing the risks involved in the foregoing.

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Nature of Operations

LOB is a bank holding company headquartered in Wilmington, North Carolina incorporated under the laws of North Carolina in December 2008.

LOB is a financial holding company and a bank holding company headquartered in Wilmington, North Carolina incorporated under the laws of the state of North Carolina in December 2008.

The Company conducts business operations primarily through its commercial bank subsidiary, Live Oak Banking Company (the “Bank”).

The Bank was incorporated in February 2008 as a North Carolina-chartered commercial bank.

The Bank specializes in providing lending services to small businesses nationwide.

The Bank identifies and grows within selected industry sectors, or verticals, by leveraging expertise within those industries, and more broadly to select borrowers outside of those industries.

The Bank specializes in providing lending and deposit related services to small businesses nationwide.

The Bank identifies and extends lending to credit-worthy borrowers within both specified industries, also called verticals, through expertise within those industries, and more broadly to select borrowers outside of those industries.

A significant portion of the loans originated by the Bank are guaranteed by the SBA under the 7(a) Loan Program and the U.S.

Department of Agriculture ("USDA") Rural Energy for America Program ("REAP"), Water and Environmental Program (“WEP”) and Business & Industry ("B&I") loan programs.

Effective July 29, 2016, the Company elected to become a “financial holding company” within the meaning of the Bank Holding Company Act.

A financial holding company, and the nonbank companies under its control, are permitted to engage in activities considered financial in nature or incidental to financial activities.

For the Company to become and remain eligible for financial holding company status, it and the Bank must meet certain criteria, including capital, management and Community Reinvestment Act (“CRA”) requirements.

The failure to meet such criteria could, depending on which requirements were not met, result in the Company facing restrictions on new financial activities or acquisitions or being required to discontinue existing activities that are not otherwise permissible for bank holding companies.

In 2018, the Company formed Canapi Advisors, LLC for the purpose of providing investment advisory services to a series of new funds focused on providing venture capital to new and emerging financial technology companies.

In 2019, Live Oak Clean Energy Financing LLC (“LOCEF”) became a subsidiary of the Bank.

LOCEF was formed in November 2016 as a subsidiary of the Company for the purpose of providing financing to entities for renewable energy applications.

In 2018, the Bank formed Live Oak Private Wealth, LLC, a registered investment advisor that provides high-net-worth individuals and families with strategic wealth and investment management services, and on April 1, 2020, it acquired Jolley Asset Management, LLC to broaden service offerings for existing high-net-worth individuals and families, attract new clients from an expanded footprint and benefit from economies of scale.

In 2017, the Bank entered into a joint venture, Apiture LLC (“Apiture”), with First Data Corporation for the purpose of creating next generation technology for financial institutions.

In addition to the Bank, the Company owns Live Oak Ventures, Inc., formed in August 2016 for the purpose of investing in businesses that align with the Company's strategic initiative to be a leader in financial technology;

Live Oak Grove, LLC, formed in February 2015 for the purpose of providing Company employees and business visitors an on-site restaurant location;

and Government Loan Solutions, Inc.

(“GLS”), a management and technology consulting firm that specializes in the settlement, accounting, and securitization processes for government guaranteed loans, including loans originated under the SBA 7(a) loan program and USDA-guaranteed loans.

In 2019, 504 Fund Advisors, LLC (“504FA”) exited as the advisor to The 504 Fund, and the Company dissolved this legal entity.

Department of Agriculture’s ("USDA") Rural Energy for America Program ("REAP"), Water and Environmental Program (“WEP”) and Business & Industry ("B&I") loan programs.

The Company’s wholly owned subsidiaries are the Bank, Government Loan Solutions (“GLS”), Live Oak Grove, LLC (“Grove”), Live Oak Ventures, Inc.

(“Live Oak Ventures”), and Canapi Advisors, LLC (“Canapi”).

The Bank’s wholly owned subsidiaries are Live Oak Number One, Inc., Live Oak Clean Energy Financing LLC (“LOCEF”), and Live Oak Private Wealth, LLC.

Live Oak Number One, Inc.

holds properties foreclosed on by the Bank.

LOCEF provides financing to entities for renewable energy applications and became a wholly owned subsidiary of the Bank during the first quarter of 2019.

Live Oak Private Wealth, LLC and its wholly owned subsidiary, Jolley Asset Management, LLC (“JAM”), provide high-net-worth individuals and families with strategic wealth and investment management services.

GLS is a management and technology consulting firm that advises and offers solutions and services to participants in the government guaranteed lending sector.

GLS primarily provides services in connection with the settlement, accounting, and securitization processes for government guaranteed loans, including loans originated under the SBA 7(a) loan programs and USDA guaranteed loans.

The Grove provides Company employees and business visitors an on-site restaurant location.

Live Oak Ventures’ purpose is investing in businesses that align with the Company's strategic initiative to be a leader in financial technology.

Canapi provides investment advisory services to a series of funds focused on providing venture capital to new and emerging financial technology companies.

The Company generates revenue primarily from net interest income and secondarily through origination and sale of government guaranteed loans.

Income from the retention of loans is comprised principally of interest income.

The Company elects to account for certain loans under the fair value option with interest reported in interest income and changes in fair value reported in the net (loss) gain on loans accounted for under the fair value option line item of the consolidated statements of income.

The Company has historically elected to account for certain loans under the fair value option with interest reported in interest income and changes in fair value reported in the net gain (loss) on loans accounted for under the fair value option line item of the consolidated statements of income.

During the first quarter of 2021, the Company chose not to elect fair value for all retained participating interests arising from new government guaranteed loan sales.

Income from the sale of loans is comprised of loan servicing revenue and revaluation of related servicing assets along with net gains on sales of loans.

Offsetting these revenues are the cost of funding sources, provision for loan and lease credit losses, any costs related to foreclosed assets and other operating costs such as salaries and employee benefits, travel, professional services, advertising and marketing and tax expense.

The Company also has less routinely generated gains and losses arising from its financial technology investments.

The Company also has less routinely generated gains and losses arising from its financial technology investments in its fintech segment, as discussed more fully later in this section entitled “Results of Segment Operations”.

Recent Developments

The COVID-19 pandemic in the United States continues to have a complex and significant adverse impact on the economy, the banking industry and the Company, all subject to a high degree of uncertainty.

While it is still not possible to know the full universe or extent of these impacts as of the date of this filing, we are disclosing potentially material items of which we are currently aware.

Positive indications of recovery from the COVID-19 pandemic are beginning to appear in the United States;

however, the fallout continues to have a complex and significant adverse impact on certain areas of the economy, the banking industry and the Company, all of which are subject to a high degree of uncertainty.

This uncertainty is magnified with the risk of a resurgence of the virus or new variants.

While it is not possible to know the full universe or extent of these impacts as of the date of this filing, we are disclosing potentially material items of which we are currently aware.

Financial position and results of operations

Relating to our September 30, 2020 financial condition and results of operations, COVID-19 continued to have a cumulative impact on the allowance for credit losses (“ACL”) on loans and leases, loans carried at fair value, loan servicing asset revaluation, net gains on sales of loans and net interest income, however observed improvement in economic forecasts and broader markets did begin to slow and in some cases somewhat reverse pandemic effects recorded earlier in the year.

With improving economic forecasts, the ACL and resulting provision for loan and lease credit losses were most significantly impacted by charge-offs related to COVID-19 while the loan fair value calculation and net gain on loans accounted for under the fair value were positively affected.

With the ongoing monitoring of effects surfacing in certain pandemic-at-risk verticals combined with the risk that payment deferrals and those being made by the SBA for borrowers under its programs may be skewing actual indications of ability to repay, total credit related reserves continued to grow but at a slower pace due to the above mentioned improving economic forecasts during the third quarter.

Relating to our March 31, 2021 financial condition and results of operations, improving conditions around COVID-19 had a material impact on the allowance for credit losses (“ACL”) on loans and leases, loans carried at fair value, loan servicing asset revaluation, net gains on sales of loans and net interest income, largely due to improvement in economic forecasts and broader markets.

With improving forecasts related to employment and default expectations, the ACL and resulting recovery for loan and lease credit losses, while the loan fair value calculation and net gain on loans accounted for under the fair value option were positively affected.

With the ongoing monitoring of effects surfacing in certain pandemic-at-risk verticals combined with the risk that payment deferrals and those being made by the SBA for borrowers under its programs may be skewing actual indications of ability to repay, total credit related reserves continued to grow but at a slower pace due to the above mentioned continued improvement in economic forecasts during the first quarter.

Refer to the discussion of the ACL and loans at fair value in Notes 5 and 9, respectively, of the Unaudited Condensed Consolidated Financial Statements as well as further discussion below in MD&A.

Also impacted by improving market conditions was the Company’s valuation of the loan servicing asset as discussed in Note 7 of the unaudited condensed consolidated financial statements and net gains on sales of loans, both of which are further discussed below in MD&A.

The secondary market continued to improve during the third quarter which also began to somewhat offset earlier negative COVID-19 adjustments for loans carried at fair value and the loan servicing asset valuation.

In the third quarter the net interest margin continued to be negatively impacted by significant rate cuts in response to stimulus efforts combined with heightened levels of liquidity at the Company as a part of pandemic preparedness, however improvements began to emerge as the deposit portfolio started to reprice and a substantial portion of excess liquidity was utilized to fund significant loan demand, while Paycheck Protection Program (“PPP”) lending had a positive impact on net interest margin as discussed more fully below in MD&A.

Should economic conditions worsen, the Company could experience further increases in the allowance for credit losses (“ACL”) and negative fair value marks and record additional credit or market related loss expense.

It is also possible that the Company’s asset quality measures could worsen at future measurement periods if there is a significant resurgence of COVID-19 cases or the pandemic’s effects are prolonged.

While there are positive signs of recovery in the secondary market pricing, the income from gain on sale of loans in future periods could be reduced due to COVID-19.

Negative impacts began to be felt in the latter part of March and early April 2020 with loan sales executed at that time as secondary markets conditions began to weaken.

At this time, the Company is unable to project the materiality of such impacts but anticipates that the breadth of the economic impact would likely impact gains in future periods.

Also impacted by improving market conditions was the Company’s valuation of the loan servicing asset as discussed in Note 7 of the notes to Unaudited Condensed Consolidated Financial Statements and net gains on sales of loans, both of which are further discussed below in MD&A.

The secondary market continued to improve during the first quarter of 2021 which produced positive adjustments for loans carried at fair value and the loan servicing asset valuation.

The net interest margin was positively impacted by Paycheck Protection Program (“PPP”) lending as discussed more fully below in MD&A.

Should economic conditions worsen, the Company could experience significant levels of provision in the ACL and negative fair value marks and record additional credit or market related loss expense.

It is also possible that the Company’s asset quality measures could worsen at future measurement periods if there is a significant resurgence of COVID-19 cases or variants.

While there has been a recovery in secondary market pricing, the income from gain on sale of loans in future periods could be reduced due to COVID-19 and the termination of pandemic response programs.

At this time, the Company is unable to project the materiality of such impacts but anticipates that the breadth of the economic impact could impact gains in future periods.

Interest income could be further reduced due to COVID-19.

In accordance with guidance from banking regulators, the Company has worked and continues to work with COVID-19 affected borrowers to help defer their payments, interest, and fees.

In addition to regulatory relief on deferrals from banking regulators, six months of payment relief is also available from the SBA for certain loans guaranteed by that agency pursuant to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”).

While interest and fees will still accrue to interest, should eventual credit losses on these loans with deferred payments emerge, interest income and fees accrued would need to be reversed.

In addition to regulatory relief on deferrals from banking regulators, payment relief has been available through the first quarter of 2021 from the SBA for certain loans guaranteed by that agency pursuant to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and subsequently by the below discussed Economic Aid Act.

While interest will still accrue to interest income, through GAAP accounting, should eventual credit losses on these loans with deferred payments emerge, interest income accrued would need to be reversed.

In such a scenario, interest income in future periods could be negatively impacted.

At this time, we are unable to project the materiality of such an impact but anticipate that the breadth of the economic impact may affect our borrowers’ ability to repay in future periods.

As of March 31, 2021, the Company carried $4.3 million in accrued interest on outstanding loans with deferrals made to COVID-19 affected borrowers.

A t this time, the Company is unable to project the materiality of such an impact on future deferrals to COVID-19 borrowers, but recognizes the breadth of the economic impact may affect our borrowers’ ability to repay in future periods.

Capital and liquidity

As of September 30, 2020, all of the Company’s capital ratios, and the Bank’s capital ratios, were in excess of all regulatory requirements.

While the Company believes that capital is sufficient to withstand an extended economic recession brought about by COVID-19, reported and regulatory capital ratios could be adversely impacted by further credit losses.

As of March 31, 2021, all of the Company’s capital ratios, and the Bank’s capital ratios, were in excess of all minimum regulatory requirements.

While the Company believes that capital is sufficient to withstand a double-dip economic recession brought about by a resurgence in COVID-19, reported and regulatory capital ratios could be adversely impacted by further credit losses.

The Company relies on cash on hand as well as dividends from the Bank to service any debt at the Company.

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The Company maintains access to multiple sources of liquidity.

Wholesale funding markets have remained open to the Company, but rates for short term funding have recently been volatile and the secondary market for guaranteed loans has shown reactionary and varying responses to the changing economic environment.

The Company increased its levels of deposits and borrowings in the first nine months of the year, as discussed further in MD&A.

Wholesale funding markets have remained open to the Company, but rates for short-term funding can be volatile and the secondary market for guaranteed loans has shown reactionary and varying responses to the changing economic environment.

If funding costs are elevated for an extended period of time, it could have an adverse effect on the Company’s net interest margin.

If an extended recession causes large numbers of the Company’s deposit customers to withdraw their funds, the Company might become more reliant on volatile or more expensive sources of funding.

The Federal Reserve created the Paycheck Protection Program L iquidity Facility (“P P P L F”) to help provide financing for the origination of PPP loans .

The P P P LF extends loans to banks that have loaned money to small businesses under the PPP, discussed in more detail below.

The Federal Reserve created the Paycheck Protection Program Liquidity Facility (“PPPLF”) to help provide financing for the origination of PPP loans.

The PPPLF extends loans to banks that have loaned money to small businesses under the PPP, discussed in more detail below.

Amounts borrowed are non-recourse and have a 100% advance rate equal to the principal amount of PPP loans pledged as security.

In addition, loans financed under the P P PLF have a neutral impact on regulatory leverage capital ratios.

The maturity date of a borrowing under the PP P LF is equal to the maturity date of the PPP loan pledged to secure the borrowing and would be accelerated (i) if the underlying PPP loan goes into default and is transferred to the SBA to realize on the SBA guarantee or (ii) to the extent that any loan forgiveness reimbursement is received from the SBA.

Borrowings under the P P P LF bear interest at a rate of 0.35% , and there are no fees paid by the Company.

As of September 30 , 2020 , the Company had borrowed $ 1.

7 4 b illion from the P P PLF .

In addition, loans financed under the PPPLF have a neutral impact on regulatory leverage capital ratios.

The maturity date of a borrowing under the PPPLF is equal to the maturity date of the PPP loan pledged to secure the borrowing and would be accelerated (i) if the underlying PPP loan goes into default and is transferred to the SBA to realize on the SBA guarantee or (ii) to the extent that any loan forgiveness reimbursement is received from the SBA.

Borrowings under the PPPLF bear interest at a rate of 0.35%, and there are no fees paid by the Company.

As of March 31, 2021, the Company had outstanding borrowings of $1.41 billion from the PPPLF.

Lending operations and accommodations to borrowers

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PPP loans earn interest at 1% and currently have a two-year or five-year contractual term depending on the origination date.

For the earlier loans with a two-year term there is an option to extend to five years if requested by the borrower and approved by the lender.

For the earlier loans with a two-year term there is an option to extend to five years if agreed upon by the borrower and lender.

The Company expects that some portion of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program.

As of September 30, 2020, the Company secured funding from the SBA for approximately 11,000 PPP loans representing $1.76 billion in originations.

As of March 31, 2021, the Company carried 9,046 PPP loans on its balance sheet representing a book balance of $1.45 billion, which includes $33.7 million in net deferred fees, to be amortized and recognized in interest income over the remaining lives of the loans.

The Company recognized $17.2 million of interest income in the first quarter of 2021 related to amortization of net PPP fees.

As of May 4, 2021, the Company has secured funding from the SBA for 3,870 new PPP loans representing approximately $541.0 million in aggregate year to date 2021 originations.

Loans funded through the PPP are fully guaranteed by the SBA, subject to the terms and conditions of the program.

Should those circumstances change, the Company could be required to record additional credit loss expense through earnings.

With the passage of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) on March 27, 2020 , the SBA will be making six months of principal and interest payments on all fully disbursed SBA 7(a) and SBA Express loans in regular servicing status that closed by September 25, 2020.

With the passage of the CARES Act on March 27, 2020 , the SBA was making six months of principal and interest payments on all fully disbursed SBA 7(a) and SBA Express loans in regular servicing status that closed by September 25, 2020.

In addition, with regulatory guidance to work with borrowers during this unprecedented situation, the Company has also mobilized to provide a payment deferral program when needed by customers that are adversely affected by the pandemic.

Depending on the demonstrated need of the client, the Company is deferring either the full loan payment or the principal component of the loan payment for 60 or 90 days.

In accordance with interagency guidance issued in March 2020, these short-term deferrals are not considered troubled debt restructurings.

At September 30, and June 30, 2020, the Company estimated that as a percentage to total loans and leases at amortized cost, excluding PPP loans, 63% and 60%, respectively, of its loans were receiving the six months of payments from the SBA and that 2% and 9%, respectively, of its loans had a payment deferral in place.

Depending on the demonstrated need of the client, the Company was deferring either the full loan payment or the principal component of the loan payment for 60 or 90 days.

In accordance with interagency guidance issued in March 2020, these short-term deferrals were not considered troubled debt restructurings.

After 60 or 90 days, borrowers may apply for an additional deferral.

In the absence of other intervening factors, such short-term modifications made on a good faith basis are not categorized as a troubled debt restructuring, nor are loans granted payment deferrals related to COVID-19 placed on non-accrual (provided the loans were not past due or on non-accrual status prior to the deferral).

At March 31, 2021 and December 30, 2020, the Company estimated that as a percentage of total loans and leases at amortized cost, excluding PPP loans, 44% and 20%, respectively, of its loans were receiving the six months of payments from the SBA and that 2% and 11%, respectively, of its loans had a payment deferral in place.

The decrease in loans on payment deferral during the first quarter was largely a product of the Economic Aid Act introduced late in 2020, as discussed below.

The Company estimated that 20.5% of its loans and leases at amortized cost, excluding PPP loans, were receiving payments from the SBA and that 0.6%, had a payment deferral in place as of May 4, 2021 .

On October 2, 2020, the SBA began approving PPP forgiveness applications and remitting forgiveness payments to PPP lenders for PPP borrowers.

As of November 3, 2020, the Company has processed and submitted $77.5 million, or 4% of gross PPP loans by dollar amount, to the SBA for forgiveness.

On September 5, 2020, the Paycheck Protection Program Flexibility Act (the “new Act”) was signed into law, and made significant changes to the PPP to provide additional relief for small businesses.

As of May 4, 2021, the Company has received $905.6 million in PPP loan forgiveness from 7,000, or 63% of total PPP loans originated by count.

On June 5, 2020, the Paycheck Protection Program Flexibility Act (the “new Act”) was signed into law and made significant changes to the PPP to provide additional relief for small businesses.

The new Act increased flexibility for small businesses that have been unable to rehire employees due to lack of employee availability or have been unable to operate as normal due to COVID-19 related restrictions.

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For PPP recipients who do not apply for forgiveness, the loan deferral period is 10 months after the applicable forgiveness period ends.

While most industries have and will continue to experience adverse impacts as a result of COVID-19, the Company has $414.4 million in total unguaranteed exposure in six verticals considered to be “at-risk” of significant impact:

hotels, wine and craft beverage, educational services, entertainment centers, fitness centers, and quick service restaurants, each comprising $129.1 million or 5.4%, $98.8 million or 4.1%, $88.8 million or 3.7%, $55.3 million or 2.3%, $25.6 million or 1.1%, and $16.8 million or 0.7% of total unguaranteed loans and leases (all at amortized cost, inclusive of loans carried at fair value) as of September 30, 2020, respectively.

On December 27, 2020 the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (Economic Aid Act) was e nacted which allows the SBA to make payments of up to $9,000 per month for up to six months of principal and interest payments on certain fully disbursed SBA 7(a) and SBA 504 loans in regular servicing status based upon the origination date.

In addition this legislation increased the 75% guarantee on many SBA 7(a) loans to 90%, among other things.

While most industries have and will continue to experience adverse impacts as a result of COVID-19, the Company has $451.9 million in total unguaranteed exposure in six verticals considered by management to be “at-risk” of significant impact:

hotels, wine and craft beverage, educational services, entertainment centers, fitness centers, and quick service restaurants, each comprising $130.9 million or 4.8%, $112.2 million or 4.1%, $98.8 million or 3.6%, $54.6 million or 2.0%, $32.3 million or 1.2%, and $23.1 million or 0.8% of total unguaranteed loans and leases (all at amortized cost, inclusive of loans carried at fair value) as of March 31, 2021, respectively.

The Company continues to work with customers directly affected by COVID-19 and is prepared to offer short-term assistance in accordance with regulatory guidelines.

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Performance Summary

Three months ended September 30, 2020 compared with three months ended September 30, 2019

For the three months ended September 30, 2020, the Company reported net income of $33.8 million, or $0.81 per diluted share, compared to net income of $3.9 million, or $0.09 per diluted share, for the third quarter of 2019.

Three months ended March 31, 2021 compared with three months ended March 31, 2020

For the three months ended March 31, 2021, the Company reported net income of $39.4 million, or $0.88 per diluted share, compared to net loss of $7.6 million, or $0.19 per diluted share, for the first quarter of 2020.

This increase in net income is largely due to the following items:

Increase in net interest income of $13.8 million, or 36.9%, predominately driven by significant growth in total loan and lease portfolios which was accentuated by the origination of $1.76 billion in PPP loans during the second and third quarters of 2020;

A net increase in the loan servicing asset revaluation of $7.2 million, increasing from a negative valuation of $5.2 million during the third quarter of 2019 to a positive valuation adjustment of $2.1 million during the third quarter of 2020;

Net gains on sales of loans increased $5.3 million, or 70.9%;

The net gain on loans accounted for under the fair value option increased $2.3 million, or 208.8%;

Equity security investments gains increased $11.4 million, or 339.9%, largely due to a $13.7 million non-cash gain resulting from the increase in the observable fair market value of the Company’s investment in Greenlight Financial Technology, Inc.

(“Greenlight”) arising from orderly transactions in Greenlight’s securities;

Also enhancing net income were operational adaptations due to the impact of the COVID-19 pandemic that reduced travel, advertising and marketing expense.

The total decrease for these expense categories was $2.4 million, or 75.0%.

The valuation of loans and loan servicing assets were favorably impacted by greater stability and improvement of market conditions that began to emerge in the third quarter.

The primary factors partially offsetting the net income for the third quarter of 2020 were:

An increase in the provision for loan and lease credit losses of $6.3 million, or 159.4%;

Increased income tax expense of $9.3 million, primarily due to the above discussed increase in net income.

Nine months ended September 30, 2020 compared with nine months ended September 30, 2019

For the nine months ended September 30, 2020, the Company reported net income of $30.0 million, or $0.73 per diluted share, as compared to net income of $11.2 million, or $0.27 per diluted share, for the nine months ended September 30, 2019.

This increase in net income was largely the due to the following items:

Increase in net interest income of $30.4 million, or 29.7%, predominately driven by significant growth in total loan and lease portfolios which was also accentuated by the origination of $1.76 billion in PPP loans during the second and third quarters of 2020;

A net increase in the loan servicing asset revaluation of $8.2 million, increasing from a negative valuation of $12.4 million during the third quarter of 2019 to a negative valuation adjustment of $4.2 million at the end of the third quarter of 2020;

Net gains on sales of loans increased $16.9 million, or 95.6%;

Equity security investments gains increased $11.3 million, or 325.6%, largely due to the above discussed $13.7 million non-cash gain arising from the Company’s Greenlight investment;

Management fee income earned by the Company’s wholly-owned subsidiary, Canapi Advisors, increased $4.0 million;

Other noninterest income increased $3.4 million due principally due to revenue resulting from the sale of services from co-developed technology for processing PPP loans combined with financial planning fees from Live Oak Private Wealth, the Bank’s wholly-owned subsidiary;

Also enhancing year to date net income were operational adaptations due to the impact of the COVID-19 pandemic that reduced travel, advertising, and marketing expense.

The total decrease for these expense categories was $4.0 million, or 45.1%.

As mentioned above, the valuation of the loan servicing assets was favorably impacted by greater stability and improvement of market conditions that began to emerge during the third quarter.

The primary factors partially offsetting the net income for the first nine months of 2020 were:

An increase in the provision for loan and lease credit losses of $21.6 million, or 207.8%;

The net gain on the valuation adjustment for loans accounted for under the fair value option decreased $14.3 million, or 239.3%, to a net loss of $8.3 million;

Increased salaries and employee benefits of $16.5 million, or 24.8%, as the Company continued to invest in its workforce to support growth and a variety of initiatives including $7.2 million in expense in the second quarter of 2020 for a performance bonus pool that was available to all employees other than executive officers .

The increase in the provision for loan and lease credit losses and loss on loans carried at fair value in the first nine months of the year was largely due to continued risks and uncertainties related to the COVID-19 pandemic which was intensified by the adoption of new current expected credit losses model (“CECL”) in the first quarter of 2020.

The combination of these items had significant impacts to the Company’s credit reserves and fair value adjustments.

Increase in net interest income of $29.8 million, or 74.2%, predominately driven by significant growth in total loan and lease portfolios which was accentuated by the origination of $2.27 billion in PPP loans since the second quarter of 2020;

A decrease in the provision for loan and lease credit losses of $12.7 million, or 107.4%, resulting in a recovery for the quarter;

A net gain on the loan servicing asset revaluation of $1.5 million, increasing by $6.2 million, or 131.8%, compared to a net loss of $4.7 million for the first quarter of 2020;

A net gain on loans accounted for under the fair value option of $4.2 million, increasing by $14.9 million, or 139.7%, compared to a net loss of $10.6 million for the first quarter of 2020.

Other key factors partially offsetting the increase net income for the first quarter of 2021 were:

An increase in salaries and employee benefits of $3.3 million, or 11.8%;

$3.1 million in impairment charges related to a $3.9 million renewable energy tax credit investment ;

Increased income tax expense of $12.0 million, or 153.8% primarily due to the above discussed increase in net income.

Net Interest Income and Margin

Net interest income represents the difference between the income that the Company earns on interest-earning assets and the cost it incurs on interest-bearing liabilities.

Net interest income represents the difference between the income that the Company earns on interest-earning assets and the cost of interest-bearing liabilities.

The Company’s net interest income depends upon the volume of interest-earning assets and interest-bearing liabilities and the interest rates that the Company earns or pays on them, respectively.

1 unchanged sentence

Due to the nature of a branchless bank and the relatively low overhead required for deposit gathering, the rates that the Bank offers are generally above the industry average.

Three months ended September 30, 2020 compared with three months ended September 30, 2019

For the three months ended September 30, 2020, net interest income increased $13.8 million, or 36.9%, to $51.4 million compared to $37.5 million for the three months ended September 30, 2019.

The increase was principally due to the significant growth in the held for investment loan and lease portfolios reflecting the Company's ongoing initiative to grow recurring revenue sources and strengthen its liquidity profile.

This increase over the prior year was further enhanced by the aforementioned origination of $1.76 billion in PPP loans in the second and third quarters of 2020 with $13.6 million in interest income coming from amortization of net deferred fees combined with a 1% annualized interest rate.

Accordingly, average interest earning assets increased by $3.39 billion, or 85.4%, to $7.36 billion for the three months ended September 30, 2020, compared to $3.97 billion for the three months ended September 30, 2019, while the yield on average interest earning assets decreased 206 basis points to 4.05%.

The cost of funds on interest bearing liabilities for the three months ended September 30, 2020 decreased 117 basis points to 1.27%, and the average balance of interest bearing liabilities increased by $3.59 billion, or 93.7%, over the same period in 2019.

The increase in average interest bearing liabilities was largely driven by strategically heightened levels of liquidity related to COVID-19 risks and uncertainties combined with funding for significant loan originations discussed above, including the PPPLF.

As indicated in the rate/volume table below, increased interest earning asset volume more than offset lower yields, outpacing the higher volume and lower levels of cost declines of interest bearing liabilities, resulting in increased interest income of $14.0 million and increased interest expense of $139 thousand for the three months ended September 30, 2020 compared to the three months ended September 30, 2019.

For the three months ended September 30, 2019 compared to the three months ended September 30, 2020, net interest margin decreased from 3.75% to 2.77%, respectively, due to lower fed funds rates impacting the yield on interest earning assets more significantly than interest earning liabilities, combined with the above mentioned impacts of PPP related activities and heightened levels of liquidity.

Nine Months Ended September 30, 2020 compared with nine months ended September 30, 2019

For the nine months ended September 30, 2020, net interest income increased $30.4 million, or 29.7%, to $132.4 million compared to $102.1 million for the nine months ended September 30, 2019.

This increase was principally due to the significant growth in the held for investment loan and lease portfolios reflecting the Company's ongoing initiative to grow recurring revenue sources and strengthen liquidity.

This increase over the first nine months of 2019 was further enhanced by the above mentioned origination of PPP loans in the second and third quarters of 2020.

Accordingly, average interest earning assets increased by $2.42 billion, or 65.8%, to $6.10 billion for the nine months ended September 30, 2020, compared to $3.68 billion for the nine months ended September 30, 2019, while the yield on average interest earning assets decreased 156 basis points to 4.48%.

The cost of funds on interest bearing liabilities for the nine months ended September 30, 2020 decreased 80 basis points to 1.61%, and the average balance of interest bearing liabilities increased by $2.49 billion, or 69.9%, over the same period in 2019.

The increase in average interest bearing liabilities was largely impacted by strategically heightened levels of liquidity in the first nine months of 2020 related to COVID-19 risks and uncertainties and funding sources for significant loan originations.

As indicated in the rate/volume table below, the increase in interest earning asset volume more than offset lower yields, outpacing the higher volume and lower levels of cost declines of interest bearing liabilities, resulting in increased interest income of $39.2 million and increased interest expense of $8.9 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019.

For the nine months ended September 30, 2019 compared to the nine months ended September 30, 2020, net interest margin decreased from 3.71% to 2.89%, respectively, principally due to lower fed funds rates impacting the yield on interest earning assets more rapidly than the cost of interest bearing liabilities in the first nine months of 2020, combined with the above mentioned impacts of PPP related activities and heightened levels of liquidity.

Three months ended March 31, 2021 compared with three months ended March 31, 2020

For the three months ended March 31, 2021, net interest income increased $29.8 million, or 74.2%, to $70.0 million compared to $40.2 million for the three months ended March 31, 2020.

The increase was principally due to the significant growth in the held for investment loan and lease portfolios reflecting the Company's ongoing initiative to grow recurring revenue sources.

This increase over the prior year was further enhanced by the aforementioned origination of $2.27 billion in PPP loans since the second quarter of 2020 with $20.7 million in interest income coming from amortization of net deferred fees combined with a 1% annualized interest rate.

Accordingly, average interest earning assets increased by $2.91 billion, or 64.2%, to $7.44 billion for the three months ended March 31, 2021, compared to $4.53 billion for the three months ended March 31, 2020, while the yield on average interest earning assets decreased 81 basis points to 4.81%.

The cost of funds on interest bearing liabilities for the three months ended March 31, 2021 decreased 112 basis points to 1.02%, and the average balance of interest bearing liabilities increased by $2.92 billion, or 66.8%, over the same period in 2020.

The increase in average interest bearing liabilities was largely driven by funding for significant loan originations and growth from the prior year.

As indicated in the rate/volume table below, increased interest earning asset volume more than offset lower yields, outpacing the higher volume and greater levels of cost declines of interest bearing liabilities, resulting in increases to interest income of $24.8 million and decreases to interest expense of $5.0 million for the three months ended March 31, 2021 compared to the three months ended March 31, 2020.

For the three months ended March 31, 2020 compared to the three months ended March 31, 2021, net interest margin increased from 3.55% to 3.81%, respectively, due primarily to recognition of PPP related income, which is being accelerated with forgiveness efforts, in combination with significant loan portfolio growth, the maturity of longer term deposits which are repricing at lower rates and repricing of savings portfolio at lower rates.

Average Balances and Yields.

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Loan fees are included in interest income on loans.

Three Months Ended September 30,

Interest earning assets:

Federal funds sold and interest earning

balances in other banks

Investment securities

Loans held for sale

Loans and leases held for

investment (1)

Total interest earning assets

Allowance for credit losses on loans

Non-interest earning assets

Interest bearing liabilities:

Interest bearing checking

Money market accounts

Certificates of deposit

Total deposits

Total interest bearing liabilities

Non-interest bearing deposits

Non-interest bearing liabilities

Shareholders' equity

Total liabilities and

shareholders' equity

Net interest income and interest

Net interest margin

Ratio of average interest-earning

assets to average interest-bearing

Average loan and lease balances include non-accruing loans and leases.

Nine Months Ended September 30,

Three Months Ended March 31,

Interest earning assets:

Federal funds sold and interest earning

balances in other banks

Interest earning balances in other banks

Federal funds sold

Investment securities

27 unchanged sentences

For purposes of this table, increases or decreases attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.

Three Months Ended September 30,

Nine Months Ended September 30,

Increase (Decrease) Due to

Three Months Ended March 31,

Increase (Decrease) Due to

Interest income:

Federal funds sold and interest

earning balances in other banks

Interest earning balances in other banks

Federal funds sold

Investment securities

13 unchanged sentences

The Company believes that its focus on compliance with regulations and guidance from the SBA and USDA are key factors to managing this risk.

For the third quarter of 2020, the provision for loan and lease credit losses was $10.3 million compared to $4.0 million for the same period in 2019, an increase of $6.3 million.

For the first nine months of 2020, the provision for loan and lease credit losses was $32.0 million compared to $10.4 million for the same period in 2019, an increase of $21.6 million.

The Company adopted the new current expected credit losses (“CECL”) standard effective January 1, 2020 and accordingly determined to use forecasted levels of unemployment as a primary economic variable in forecasting future expected losses.

The majority of the provision for the third quarter of 2020 was due to the impact of charge-offs on fifteen hotel loans exceeding the existing allowance for credit losses (“ACL”) on those loans, of which ten were sold before quarter end.

This charge-off created a shortfall in ACL of $6.4 million which was replenished through the quarter end provision for loan and lease credit losses.

See below discussion of charge-offs for more information.

Approximately $21.9 million of the first nine months of 2020 provision was estimated to be based upon the severity of the COVID-19 pandemic.

Loans and leases held for investment at historical cost were $4.19 billion as of September 30, 2020, increasing by $2.60 billion, or 163.3%, compared to September 30, 2019.

This growth was largely fueled by $1.76 billion in PPP loan originations in the second and third quarters of 2020.

Excluding PPP loan originations and net unearned fees on those loans, the balance in loans and leases held for investment at historical cost was $2.48 billion at September 30, 2020, an increase of $888.2 million, or 55.8%, over September 30, 2019.

This growth, outside of PPP activity in the third quarter of 2020, was fueled by robust origination volumes combined with retention of substantially more loans on the balance sheet.

Net charge-offs for loans and leases carried at historical cost were $ 10.1 million , or 1.03 % of average quarterly loans and leases held for investment , carried at historical cost, on an annualized basis , for the three months ended September 3 0 , 2020 , compared to $ 840 thousand , or 0.2 3 %, for the three months ended September 3 0 , 2019 .

Net charge-offs for loans and leases carried at historical cost for the third quarter of 2020 were 1.81% of average quarterly loans and leases held for investment, excluding PPP loans, on an annualized basis.

The increase in net charge-offs during the third quarter of 2020 was principally driven by the reclassification of fifteen hotel loans, discussed above, from held for investment to held for sale.

These loans aggregating $81.2 million in net investment were reclassified as available for sale due to negative trends observed from management’s ongoing analysis of COVID-19 impacts and were marked to the lower of cost or fair value upon reclassification with the write down of $9.8 million reflected in charge-offs.

The existing ACL on these loans at the time of charge-off was $3.4 million with the remaining $6.4 million requiring an additional provision for loan and lease losses.

At September 30, 2020, the Company had completed the sale of ten of these loans with only five still held for sale with an aggregate net investment balance of $25.7 million ;

however, these unsold loans have been written down to an agreed upon price.

For the nine months ended September 30, 2020, net charge-offs totaled $14.7 million compared to $874 thousand for the nine months ended September 30, 2019, an increase of $13.9 million, or 1,585.01%.

The increase in net charge-offs for the first nine months of 2020 compared to the same period of 2019 largely consisted of the above discussed hotel loans combined with a number of loans in the Government Contracting, Healthcare, Family Entertainment, and Independent Pharmacies verticals.

For the first quarter of 2021, there was a recovery of loan and lease credit losses of $873 thousand compared to a provision of $11.8 million for the same period in 2020, a decrease in provision of $12.7 million.

The negative provision for the first quarter of 2021 was primarily the result of improved forecasts related to employment and default expectations as the economic outlook has improved significantly over that experienced in 2020, combined with the effects of a $1.7 million recovery from a previously charged-off hotel loan discussed below.

Loans and leases held for investment at historical cost were $4.67 billion as of March 31, 2021, increasing by $2.68 billion, or 134.9%, compared to March 31, 2020.

This growth was largely fueled by $2.27 billion in PPP loan originations since the second quarter of 2020.

Excluding PPP loan originations and net unearned fees on those loans, the balance in loans and leases held for investment at historical cost was $3.22 billion at March 31, 2021, an increase of $1.23 billion, or 62.2%, over March 31, 2020.

This growth, outside of PPP activity in the third quarter of 2020, was fueled by robust origination.

Net recoveries for loans and leases carried at historical cost were $984 thousand, or 0.09% of average quarterly loans and leases held for investment, carried at historical cost, on an annualized basis, for the three months ended March 31, 2021, compared to net charge-offs of $2.8 million, or 0.58%, for the three months ended March 31, 2020.

The decrease in charge-offs was primarily driven by a $1.7 million recovery of a previously charged-off hotel loan which paid off during the first quarter of 2021.

Net charge-offs are a key element of historical experience in the Company's estimation of the allowance for credit losses on loans and leases.

In addition, nonperforming loans and leases not guaranteed by the SBA or USDA, excluding $7.5 million and $8.2 million accounted for under the fair value option at September 30, 2020 and 2019, respectively, totaled $20.2 million, which was 0.48% of the held for investment loan and lease portfolio carried at historical cost at September 30, 2020, compared to $7.8 million, or 0.49% of loans and leases held for investment at September 30, 2019.

Nonperforming loans and leases carried at historical cost which are not guaranteed by the SBA or USDA were 0.81% of the historical cost portion of the held for investment loan and lease portfolio, excluding PPP loans, at September 30, 2020.

In addition, nonperforming loans and leases not guaranteed by the SBA or USDA, excluding $ 5.8 million and $ 8.2 million accounted for under the fair value option at March 31, 2021 and 2020 , respectively, totaled $ 24.7 million, which was 0.

53 % of the held for investment loan and lease portfolio carried at historical cost at March 31, 2021 , compared to $ 9.6 million, or 0.

4 8 % of loans and leases held for investment at March 31, 2020 .

Nonperforming loans and leases carried at historical cost which are not guaranteed by the SBA or USDA were 0.

77 % of the historical cost portion of the held for investment loan and lease portfolio, excluding PPP loans, at March 31, 2021 .

Noninterest Income

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In addition, the loan servicing revaluation is significantly impacted by changes in market rates and other underlying assumptions such as prepayment speeds and default rates.

Net (loss) gain on loans accounted for under the fair value option is also significantly impacted by changes in market rates, prepayment speeds and inherent credit risk.

Net gain (loss) on loans accounted for under the fair value option is also significantly impacted by changes in market rates, prepayment speeds and inherent credit risk.

Other less common elements of noninterest income include less routine gains and losses on investments.

The following table shows the components of noninterest income and the dollar and percentage changes for the periods presented.

Three Months Ended September 30,

2020/2019 Increase (Decrease)

Noninterest income

Loan servicing revenue

Loan servicing asset revaluation

Net gains on sales of loans

Net gain (loss) on loans accounted for under the fair

Equity method investments income (loss)

Equity security investments gains (losses), net

Gain on sale of investment securities

available-for-sale, net

Management fee income

Construction supervision fee income

Other noninterest income

Total noninterest income

Nine Months Ended September 30,

Three Months Ended March 31,

2021/2020 Increase (Decrease)

6 unchanged sentences

Equity security investments gains (losses), net

Gain on sale of investment securities

Loss on sale of investment securities

available-for-sale, net

Management fee income

Construction supervision fee income

Other noninterest income

Total noninterest income

For the three months ended September 30, 2020, noninterest income increased by $31.6 million, or 204.9%, compared to the three months ended September 30, 2019.

The increase from the prior year is primarily the result of the aforementioned increase in net gains on equity securities of $11.4 million combined with a net increase in the loan servicing asset revaluation of $7.2 million, a $5.3 million increase in net gains on sales of loans and a $2.3 million increase in net gains on loans accounted for under the fair value option.

As previously discussed, the $11.4 million increase in net gains in equity securities was largely due to a $13.7 million non-cash gain resulting from the increase in the observable fair market value of the Company’s investment in Greenlight arising from orderly transactions.

In assessing the effect of transactions at Greenlight giving rise to this gain, the Company reevaluated its ownership percentage and other factors to reassess the existence of significant influence and determined that this investment should continue to be accounted for as an equity security.

Other items contributing to the increase in noninterest income were management fee income earned by Canapi Advisors, the Company’s investment advisor subsidiary, increasing by $1.2 million.

For the nine months ended September 30, 2020, noninterest income increased by $ 31.8 million , or 73.3 %, compared to the nine months ended September 30, 2019.

The increase from the prior year is primarily the result of a $16.9 million increase in net gains on sales of loans combined with net gains on equity securities discussed above, a net increase in the loan servicing asset revaluation of $8.2 million, management fee income earned by Canapi Advisors increasing by $4.0 million and a $ 3.4 million increase in other noninterest income largely comprised of $2.5 million in revenue resulting from the sale of services from co-developed technology for processing PPP loans and financial planning fees earned by Live Oak Private Wealth .

Other items contributing to the increase in noninterest income were a $1.8 million in increase gains a sale of investments available for sale .

Offsetting the increases in noninterest income for the first half of 2020 was the aforementioned net loss on the valuation adjustment related to loans measured at fair value which increased by $ 14.3 million and decreased loan servicing revenue of $1.4 million.

For the three months ended March 31, 2021, noninterest income increased by $25.3 million, or 440.9%, compared to the three months ended March 31, 2020.

The increase from the prior year is primarily the result of the aforementioned increase in net gains on loan servicing asset revaluation of $6.2 million combined with a net gain on loans accounted for under the fair value option of $14.9 million, both a product of improved market conditions compared to the impacts of COVID-19 in 2020.

The following table reflects loan and lease production, sales of guaranteed loans and the aggregate balance in guaranteed loans sold.

These components are key drivers of the Company's noninterest income.

Three months ended September 30,

Three months ended June 30,

Three Months Ended March 31,

Amount of loans and leases

Guaranteed portions

of loans sold

Outstanding balance of

guaranteed loans sold (1)

Nine Months Ended September 30,

For years ended December 31,

5 unchanged sentences

Changes in various components of noninterest income are discussed in more detail below.

Loan Servicing Revenue:

While portions of the loans that the Bank originates are sold and generate gain on sale revenue, servicing rights for those sold portions are retained by the Bank.

In exchange for continuing to service sold loans, the Bank receives fee income represented in loan servicing revenue equivalent to 1.0% of the outstanding balance of SBA loans sold and 0.40% of the outstanding balance of USDA loans sold.

In addition, the standard cost (adequate compensation) for servicing sold loans is approximately 0.40% of the balance of the loans sold, which is included in the loan servicing revaluation computations.

Unrecognized servicing revenue above the standard cost to service is reflected in a servicing asset recorded on the balance sheet.

Revenues associated with the servicing of loans are recognized over the expected life of the loan through the income statement, and the servicing asset is reduced as this revenue is recognized.

For the quarter ended September 30, 2020, loan servicing revenue decreased $28 thousand, or 0.41%, to $6.8 million as compared to the quarter ended September 30, 2019.

For the nine months ended September 30, 2020, loan servicing revenue decreased $1.4 million, or 6.5% to $19.9 million as compared to the nine months ended September 30, 2019.

The lower servicing revenue for the third quarter and first nine months of 2020 has been a result of a downward trend in the balance of the serviced portfolio which began to reverse direction in the second quarter of 2020.

At September 30, 2020, the outstanding balance of guaranteed loans sold in the secondary market was $2.88 billion compared to $2.80 billion at September 30, 2019.

Loan Servicing Revaluation:

1 unchanged sentence

The revaluation considers the amortization of the portfolio, current market conditions for loan sale premiums, and current prepayment speeds.

For the three months ended September 3 0 , 2020, there was a net positive loan servicing revaluation adjustment of $ 2.1 million compared to a net negative adjustment of $ 5 .2 million for the three months ended September 3 0 , 2019.

For the nine months ended September 30, 2020, there was a net negative loan servicing revaluation adjustment of $ 4.2 million compared to a net negative adjustment of $ 12.4 million for the nine months ended September 30, 2019.

The net positive revaluation amount for the third quarter and lower net negative revaluation first half of 2020 as compared to the corresponding period of 2019 was primarily a result of greater stability and improving market conditions.

For the three months ended March 31, 2021, there was a net positive loan servicing revaluation adjustment of $1.5 million compared to a net negative adjustment of $4.7 million for the three months ended March 31, 2020.

The net positive revaluation amount for the first quarter compared to the corresponding period of 2020 was primarily a result of improving market conditions and pricing for government guaranteed loans.

Net Gains on Sale of Loans:

For the three months ended September 30, 2020, net gains on sales of loans increased $5.3 million, or 70.9%, compared to the three months ended September 30, 2019.

For the three months ended September 30, 2020, the volume of guaranteed loans sold increased $14.2 million, or 14.2%, to $114.7 million from $100.5 million for the three months ended September 30, 2019.

For the nine months ended September 30, 2020, net gains on sales of loans increased $16.9 million, or 95.6%, compared to the nine months ended September 30, 2019.

For the nine months ended September 30, 2020, the volume of guaranteed loans sold increased $196.6 million, or 83.5%, to $432.0 million from $235.4 million for the nine months ended September 30, 2019.

The average net gain on guaranteed loan sales increased from $80.5 thousand to $110.2 thousand, per million sold, in the third quarters of 2019 and 2020, respectively, and increased from $75.3 thousand to $77.2 thousand, per million sold, in the first nine months of 2019 and 2020, respectively.

With this overall increase in loan sales earlier in the third quarter combined with the mix of loan sales, the increase in net gains on sales of loans in the third quarter and first nine months of 2020 is due to both higher volume of loans sold combined with higher secondary market premiums.

The volume of sales in the first nine months of 2020 was largely a product of heightened efforts to strengthen the Company’s capital and liquidity profile in light of uncertain market conditions while the third quarter of 2020 sales volume is in-line with the Company’s balance sheet strategy.

Also enhancing the increase in net gains on sale of loans in the third quarter and first nine months of 2020 are $1.7 million and $1.3 million, respectively, in decreased losses from fair value changes in exchange-traded interest rate futures contracts.

This decrease in volatility of exchange-traded interest rate futures contracts was the product of the Company preemptively exiting such contracts in the first quarter.

Net (Loss) Gain on Loans Accounted for Under the Fair Value Option :

For the three months ended September 30, 2020, the net gain on loans accounted for under the fair value option increased $2.3 million, or 208.8%, compared to the three months ended September 30, 2019.

For the nine months ended September 30, 2020, the net loss on loans accounted for under the fair value option increased $14.3 million, or 239.3%, compared to the nine months ended September 30, 2019.

The carrying amount of loans accounted for under the fair value option at September 30, 2020 and 2019 was $876.2 million ($30.4 million classified as held for sale and $845.7 million classified as held for investment) and $846.0 million ($14.7 million classified as held for sale and $831.3 million classified as held for investment), respectively, an increase of $30.2 million, or 3.6%.

The first nine months of 2020 net loss on loans accounted for under the fair value option was estimated to be approximately $9.8 million related to the severity of ongoing developments of the COVID-19 pandemic.

The magnitude of COVID-19 related impacts on loan fair value adjustments in the third quarter of 2020 was dampened by improving market conditions for unguaranteed loans.

For the three months ended March 31, 2021, net gains on sales of loans increased $817 thousand, or 7.4%, compared to the three months ended March 31, 2020.

For the three months ended March 31, 2021, the volume of guaranteed loans sold decreased $25.6 million, or 18.7%, to $136.7 million from $162.3 million for the three months ended March 31, 2020.

The average net gain on guaranteed loan sales increased from $63.7 thousand to $83.9 thousand, per million sold, in the first quarters of 2020 and 2021, respectively.

With lower loan sale volume and higher premium levels in the secondary market in the first quarter of 2021 compared to the first quarter of 2020, the average net gain on guaranteed loan sales increased, largely as a result of the level of market improvement in premium levels.

The magnitude of the increase in net gains on sale of loans was muted somewhat due the Company’s choice to not elect fair value for all retained participating interests arising from new government guaranteed loan sales beginning in the first quarter of 2021.

Not electing fair value generally results in a larger discount, which will reduce the amount of gain recognized at the date of sale.

This larger discount is subsequently accreted into interest income over the underlying loan’s remaining term using the effective interest method.

Management made this change of election in alignment with its ongoing effort to reduce volatility and drive more predictable revenue.

In accordance with accounting standards, any loans for which fair value was previously elected will continue to be measured as such.

Net Gain (Loss) on Loans Accounted for Under the Fair Value Option :

For the three months ended March 31, 2021, the net gain on loans accounted for under the fair value option increased $14.9 million, or 139.78%, compared to the three months ended March 31, 2020.

The carrying amount of loans accounted for under the fair value option at March 31, 2021 and 2020 was $826.7 million ($35.9 million classified as held for sale and $790.8 million classified as held for investment) and $850.6 million ($19.2 million classified as held for sale and $831.4 million classified as held for investment), respectively, a decrease of $23.8 million, or 2.8%.

The first quarter of 2020 net gain on loans accounted for under the fair value option was largely due to improving market conditions compared to COVID-19 pandemic economic impacts in the prior year.

Noninterest Expense

1 unchanged sentence

The following table shows the components of noninterest expense and the related dollar and percentage changes for the periods presented.

Three Months Ended September 30,

2020/2019 Increase (Decrease)

Noninterest expense

Salaries and employee benefits

Non-staff expenses:

Travel expense

Professional services expense

Advertising and marketing expense

Occupancy expense

Data processing expense

Equipment expense

Other loan origination and maintenance expense

FDIC insurance

Other expense

Total non-staff expenses

Total noninterest expense

Nine Months Ended September 30,

Three Months Ended March 31,

2021/2020 Increase (Decrease)

14 unchanged sentences

Total noninterest expense

Total noninterest expense for the three and nine months ended September 30, 2020 decreased $87 thousand, or 0.2%, and increased $19.7 million, or 16.4%, respectively, compared to the same periods in 2019.

The increase in noninterest expense for the comparable nine month period was largely driven by salaries and employee benefits.

Total noninterest expense for the three months ended March 31, 2021 increased $8.8 million, or 17.7%, compared to the same period in 2020.

The increase in noninterest expense for the comparable three month period was largely driven by salaries and employee benefits and renewable energy tax credit investment impairment.

Changes in various components of noninterest expense are discussed below.

Salaries and employee benefits :

Total personnel expense for the three and nine months ended September 30, 2020 increased by $1.5 million, or 6.5%, and $16.5 million, or 24.8%, respectively, compared to the same periods in 2019.

While personnel expense is carefully managed, the quarter over quarter increase is principally due to the Company’s commitment to and investment in its workforce to support growth and a variety of initiatives while the year over year increase was also influenced by $7.2 million in expense for a performance bonus pool that was available to all employees other than executive officers during the second quarter of 2020.

Total full-time equivalent employees increased from 569 at September 30, 2019 to 628 at September 30, 2020.

Salaries and employee benefits expense included $3.3 million and $9.5 million of stock-based compensation for the three and nine months ended September 30, 2020, respectively, compared to $2.9 million and $8.7 million for the three and nine months ended September 30, 2019, respectively.

Total personnel expense for the three months ended March 31, 2021 increased by $3.3 million, or 11.8%, compared to the same period in 2020.

The quarter over quarter increase is principally due to the vesting of approximately 398 thousand restricted stock unit awards with market price conditions in the first quarter of 2021 that impacted both compensation expense and payroll tax expense by a combined $2.6 million.

The first quarter of 2021 also included a severance payment of $750 thousand.

In addition, the salary base grew from prior periods as the Company continued to expand its employee base consistent with strategic and growth initiatives.

Total full-time equivalent employees increased from 622 at March 31, 2020 to 651 at March 31, 2021.

Salaries and employee benefits expense included $5.0 million and $2.9 million of stock-based compensation for the three months ended March 31, 2021 and 2020, respectively.

Expenses related to the employee stock purchase program, stock grants, stock option compensation and restricted stock expense are all considered stock-based compensation.

Travel & Advertising and marketing expenses:

For the three and nine months ended September 30, 2020, travel & advertising and marketing expenses in aggregate decreased $2.4 million, or 75.0%, and $4.0 million, or 45.1%, respectively.

This decrease was the result of certain operational adaptations due to the impact of COVID-19.

Data processing expense :

Total data processing expense for the three and nine months ended September 30, 2020 decreased by $63 thousand, or 2.1% and increased by $1.5 million, or 20.4%, respectively, compared to the same period in 2019.

The increase over the first nine months of 2019 was predominantly driven by third party costs incurred in internal software development and with additional software subscriptions to help maximize operational efficiencies.

Equipment expense:

For the three and nine months ended September 30, 2020, equipment expense decreased $47 thousand, or 1.1%, and increased $1.7 million, or 14.1%, respectively, compared to the same periods in 2019.

Primary factors contributing to this increase over the first nine months of 2019 were the depreciation of technology and infrastructure investments to support the Company’s growth initiatives.

FDIC insurance:

For the three and nine months ended September 30, 2020, FDIC insurance increased $2.0 million and $3.9 million, respectively, compared to the same periods in 2019 due to higher required premiums largely related to increased levels of assets.

Professional services expense:

Total professional services expense increased $1.9 million, or 97.8%, compared to the same period in 2020.

This increase was primarily driven by an increase in legal fees related to the previously disclosed letter the Company received in December 2020 and the resulting putative class action filed against the Company and other parties in March 2021 as described in Note 10.

Commitments and Contingencies.

Renewable tax credit investment impairment:

The Company recognized $3.1 million in impairment charges related to a $3.9 million renewable energy tax credit investment that was fully funded during the quarter.

Investments of this type generate a return primarily through the realization of income tax credits and other benefits;

accordingly, impairment of the investment amount is recognized in conjunction with the realization of related tax benefits.

This investment generated a federal investment tax credit of $3.4 million which is included in the Company’s estimated annual effective tax rate.

Results of Segment Operations

Three months ended March 31, 2021 compared with three months ended March 31, 2020

The Company’s operations are managed along two primary operating segments Banking and Fintech.

A description of each business and the methodologies used to measure financial performance is described in Note 12.

Segments in the accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

Net income (loss) by operating segment is presented below:

Three Months Ended March 31,

Consolidated net income (loss)

Net income increased $49.2 million, compared to the first quarter of 2020.

The increase was primarily the result of increased net interest income and a negative provision for loan and lease credit losses.

Net interest income increased $29.7 million, or 74.0%, compared to the first quarter of 2020.

See the analysis of net interest income included in the above section captioned “Net Interest Income and Margin” as it is predominantly related to the Banking segment.

See the analysis of provision for loan and lease credit losses included in the above section captioned “ Provision for Loan and Lease Credit Losses ” as it is entirely related to the Banking segment.

Noninterest income increased $24.6 million, compared to the first quarter of 2020.

This increase was largely comprised of a net positive increase in the loan servicing asset revaluation of $6.2 million, or 131.8% combined with an increase in the net gain on loans accounted for under the fair value option of $14.9 million, or 139.7%.

See the analysis of these categories of noninterest income included in the above section captioned “Noninterest Income” for additional discussion.

Noninterest expense increased $ 8.9 million, or 19.

1 % compared to the first quarter of 2020 .

See the analysis of these categories of noninterest expense included in the above section captioned “Noninterest Expense” for additional discussion.

Income tax expense increased $8.8 million, or 211.5%, compared to the first quarter of 2020.

See the below section captioned “Income Tax Expense.”

Net loss decreased by $1.2 million, or 57.3%, compared to the first quarter of 2020.

The decrease was primarily the result of increased non-interest income.

Noninterest income increased $876 thousand compared to the first quarter of 2020, or 99.5%.

This increase was largely due to with an increase of $899 thousand in the Company’s pro rata portion of increased profitability in its Canapi Ventures Fund investments.

Noninterest expense decreased $470 thousand, or 31.5% compared to the first quarter of 2020.

This decrease was largely due to a reduction in expenses incurred by Canapi Advisors compared to the first quarter of 2020.

Income tax benefit decreased $249 thousand, or 102.0%, compared to the first quarter of 2020, consistent with the segment’s decrease in net loss before taxes.

Income Tax Expense

For the three months ended September 30, 2020, income tax expense increased by $9.3 million compared to the same period in 2019, and the Company’s effective tax rates were 25.7% and 37.8%, respectively.

The increase in income tax expense in the third quarter of 2020 over the third quarter of 2019 is primarily due to a significant increase in income before taxes.

The higher effective tax rate in the third quarter of 2019 was the result of forecasted reductions in the targeted solar panel leasing activity for the remainder of that year .

For the nine months ended September 30, 2020, the Company had income tax expense of $5.4 million with an effective tax rate of 15.3% while the first nine months of 2019 had income tax expense of $3.3 million with an effective tax rate of 23.0%.

The lower effective tax rate for the first nine months of 2020 was a result of a discrete, estimated income tax benefit of $3.7 million related to the enactment of the CARES Act on March 27, 2020.

For the three months ended March 31, 2021, income tax expense increased by $12.0 million compared to the same period in 2020, and the Company’s effective tax rates were 9.6% and 50.6%, respectively.

The effective rate for the first quarter of 2021 is principally due to earlier discussed items related to renewable energy tax credit investments and an income tax benefit of $4.3 million arising from the vesting of approximately 398 thousand restricted stock unit awards with market price conditions, as the fair value of these awards exceeded the total compensation cost recognized by the Company for book purposes.

The negative effective rate during the first quarter of 2020 was partially a result of a discrete, estimated income tax benefit of $3.7 million related to the enactment of the CARES Act on March 27, 2020.

The CARES Act allows taxpayers to carryback certain net operating losses to each of the five taxable years preceding the taxable year of such losses.

As a result, the Company will be allowed to carryback its 2018 net operating loss which had been utilized and measured under the prior law using a 21% corporate income tax rate to pre-2018 taxable years during which the corporate income tax rate was 35%.

Based upon current projections, the effective tax rate for the remainder of 2020 is expected to be approximately 26.0% to 28.0%;

however, there can be no assurance as to the actual amount because it will be dependent upon the nature and amount of future income and expenses, investments generating investment tax credits and transactions with discrete tax effects.

As a result, the Company was allowed to carryback its 2018 net operating loss which had been utilized and measured under the prior law using a 21% corporate income tax rate to pre-2018 taxable years during which the corporate income tax rate was 35%.

The remaining income tax benefit in the first quarter of 2020 was predominantly driven by the Company’s overall net pretax loss.

The increase from an income tax benefit in the first quarter of 2020 to income tax expense for the first quarter of 2021 is primarily due to a significant increase in income before taxes.

Discussion and Analysis of Financial Condition

September 30, 2020 vs.

March 31, 2021 vs.

December 31, 2020

Total assets at September 30, 2020 were $8.09 billion, an increase of $3.28 billion, or 68.2%, compared to total assets of $4.81 billion at December 31, 2019.

Total assets at March 31, 2021 were $8.42 billion, an increase of $545.6 million, or 6.82%, compared to total assets of $7.87 billion at December 31, 2020.

The growth in total assets was principally driven by the following:

Cash and cash equivalents, comprised of cash and due from banks and federal funds sold, increased $413.4 million as a product of increased levels of borrowings, deposits and loan sales arising from strategically heightened levels of liquidity related to COVID-19 risks and uncertainties and funding for PPP and other loans originated in the second and third quarters;

Increased investment securities available-for-sale of $225.7 million.

This increase in investment securities was due to availability of excess surplus liquidity, discussed above related to pandemic readiness, accelerating 2020 investment growth in accordance with the Company’s asset-liability and liquidity management plan;

Growth in loans and leases held for sale and held for investment of $2.63 billion resulting from strong origination activity in the first nine months of 2020, largely comprised of $1.76 billion in PPP loans.

Additionally, the Company originated a record of $948.8 million loans and leases in the third quarter of 2020 excluding PPP loans.

Cash and cash equivalents, comprised of cash and due from banks and federal funds sold, was $ 634.8 m illion at September 30 , 2020 , a n in crease of $ 413.4 m illion, or 186.7 %, compared to $ 221.4 million at December 31, 2019 .

As mentioned above, this in crease reflects the impact of strategically heightened levels of liquidity related to COVID-19 risks and uncertainties and funding for PPP and other loans during the second and third quarter s .

Total investment securities increased $225.7 million during the first nine months of 2020, from $540.0 million at December 31, 2019, to $765.8 million at September 30, 2020, an increase of 41.8%.

The Company increased its investment securities position during the first nine months of 2020 largely as a part of improving returns on excess liquidity and meeting annual investment asset-liability plans, as discussed above.

At September 30, 2020, the investment portfolio was comprised of U.S.

Cash and cash equivalents, comprised of cash and due from banks and federal funds sold, was $635.5 million at March 31, 2021, an increase of $317.2 million, or 99.7%, compared to $318.3 million at December 31, 2020.

This increase reflects liquidity planning through increased levels of deposits for funding current and future originations;

Growth in total loans and leases held for investment and held for sale of $213.1 million resulting from strong origination activity in the first quarter of 2021.

Total first quarter originations were $1.18 billion, comprised of $672.4 million in loans and leases exclusive of PPP and an additional $507.8 million in PPP loans.

Total investment securities increased $25.1 million during the first three months of 2021, from $750.1 million at December 31, 2020, to $775.2 million at March 31, 2021, an increase of 3.3%.

The Company increased its investment securities position during the first three months of 2021 largely as a part of its annual investment asset-liability planning.

At March 31, 2021, the investment portfolio was comprised of U.S.

government agency, U.S.

government-sponsored entity mortgage-backed securities and municipal bonds.

Loans and leases held for sale increased $223.8 million, or 23.2%, during the first nine months of 2020, from $966.4 million at December 31, 2019, to $1.19 billion at September 30, 2020.

The increase was primarily the result of strong loan originations, excluding PPP loans, in the third quarter of 2020 combined with declining levels of loan sales in the same period.

Loans and leases held for investment increased $2.41 billion, or 91.7%, during the first nine months of 2020, from $2.63 billion at December 31, 2019, to $5.04 billion at September 30, 2020.

Loans and leases held for sale decreased $98.7 million, or 8.4%, during the first three months of 2020, from $1.18 billion at December 31, 2020, to $1.08 billion at March 31, 2021.

The decrease was primarily the result of strong loan sales in the first quarter of 2021.

Loans and leases held for investment increased $311.8 million, or 6.1%, during the first three months of 2021, from $5.14 billion at December 31, 2020, to $5.46 billion at March 31, 2021.

The increase was primarily the result of the above mentioned loan originations in 2021.

Premises and equipment, net, decreased $25.4 million, or 9.1%, during the first nine months of 2020 which was primarily driven by increased levels of depreciation of facilities and infrastructure to accommodate Company growth and solar panels to meet leasing obligations in prior periods combined with the decision to sell an aircraft carried at $10.1 million.

The decision to sell this aircraft resulted in it being reclassified out of premises and equipment to other assets as a held for sale asset carried at the lower of cost or market value.

Upon reclassification to held for sale the Company recognized an impairment charge of $1.0 million to mark the aircraft to its estimated fair value.

Other assets increased $48.8 million, or 31.2%, from $156.1 million at December 31, 2019 to $204.9 million at September 30, 2020.

This increase was due to a variety of items, principally comprised of the earlier discussed $13.7 million increase in the carrying value of the Company’s investment in Greenlight, a $12.2 million increase in accrued interest receivable driven by higher levels of interest earning assets, the above discussed aircraft reclassification, $6.6 million in increased receivables from the SBA for guarantee recoveries, $4.1 million in new intangibles added as a result of the acquisition of Jolley Asset Management, LLC (as discussed more fully in Note 1.

Basis of Presentation under the subheading Business Combination) and $2.5 million in additional receivables for co-developed technology PPP loan processing services.

Total deposits were $5.71 billion at September 30, 2020, an increase of $1.48 billion, or 35.0%, from $4.23 billion at December 31, 2019.

The increase in deposits was largely driven by the planned origination of PPP and other loans combined with the defensive strategy to build liquidity during the first quarter of 2020 due to the uncertainty of the effects of COVID-19.

Borrowings increased to $1.75 billion at September 30, 2020 from $14 thousand at December 31, 2019.

This increase was related to $1.74 billion in new borrowings through the PPPLF in the second and third quarters of 2020.

These PPPLF borrowings were used to help fund PPP loans and complement the defensive strategy to build liquidity which commenced in the first quarter of 2020 due to the uncertainty of the effects of COVID-19.

Shareholders’ equity at September 30, 2020 was $584.2 million as compared to $532.4 million at December 31, 2019.

The book value per share was $14.40 at September 30, 2020 compared to $13.20 at December 31, 2019.

Average equity to average assets was 8.3% for the nine months ended September 30, 2020 compared to 12.2% for the year ended December 31, 2019.

The increase in shareholders’ equity for the first nine months of 2020 was principally the result of net income of $30.0 million, other comprehensive income of $13.2 million and stock-based compensation expense of $9.5 million, partially offset by $3.6 million in dividends.

During the first nine months of 2020, 450,000 shares of Class B common stock (non-voting) were converted to Class A common stock (voting) under a private sale.

All PPP loans are classified as held for investment.

Total deposits were $6.32 billion at March 31, 2021, an increase of $603.2 million, or 10.6%, from $5.71 billion at December 31, 2020.

The increase in deposits was largely driven by PPP and other significant loan origination efforts during the first quarter of 2020.

Borrowings decreased to $1.47 billion at March 31, 2021 from $1.54 billion at December 31, 2020.

This decrease was related principally to net curtailments of borrowings through the PPPLF in the first quarter of 2021 as PPP loan forgiveness outpaced new PPPLF advances.

These PPPLF borrowings are used to help fund PPP loans.

Shareholders’ equity at March 31, 2021 was $590.4 million as compared to $567.9 million at December 31, 2020.

The book value per share was $13.74 at March 31, 2021 compared to $13.38 at December 31, 2020.

Average equity to average assets was 7.4% for the three months ended March 31, 2021 compared to 8.1% for the year ended December 31, 2020.

The increase in shareholders’ equity for the first three months of 2021 was principally the result of net income of $39.4 million and stock-based compensation expense of $5.0 million, partially offset by other comprehensive income of $12.4 million and $11.3 million in cash paid in lieu of stock for employee tax obligations in settlement of vested stock grants, principally related to the approximately 398 thousand awards with market price conditions vesting the first quarter discussed earlier.

During the first three months of 2021, 415,504 shares of Class B common stock (non-voting) were converted to Class A common stock (voting) under a private sale.

The conversion decreased the value of Class B common stock (non-voting) and increased the value of Class A common stock (voting) by $4.4 million.

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Such concessions would include, but are not limited to, the transfer of assets or the issuance of equity interests by the debtor to satisfy all or part of the debt, modification of the terms of debt or the substitution or addition of debtor(s).

Total nonperforming assets and troubled debt restructurings, including loans measured at fair value, at September 30, 2020 were $145.0 million, which represented a $33.9 million, or 30.5%, increase from December 31, 2019.

These nonperforming assets, at September 30, 2020 were comprised of $99.0 million in nonaccrual loans and leases and $3.3 million in foreclosed assets.

Of the $145.0 million of nonperforming assets and TDRs, $98.5 million carried an SBA guarantee, leaving an unguaranteed exposure of $46.4 million in total nonperforming assets and TDRs at September 30, 2020.

Nonperforming assets and TDRs, excluding loans measured at fair value, at March 31, 2021 were $97.2 million, which represented a $14.7 million, or 17.9%, increase from December 31, 2020.

These nonperforming assets, at March 31, 2021 were comprised of $57.4 million in nonaccrual loans and leases and $4.2 million in foreclosed assets.

Of the $97.2 million of nonperforming assets and TDRs, $51.8 million carried an SBA guarantee, leaving an unguaranteed exposure of $45.4 million in total nonperforming assets and TDRs at March 31, 2021.

This represents an increase of $6.1 million, or 15.4%, from an unguaranteed exposure of $39.3 million at December 31, 2020.

The following table provides information with respect to nonperforming assets and troubled debt restructurings , excluding loans measured at fair value, at the dates indicated.

September 30, 2020 (1)

March 31, 2021 (1)

December 31, 2020 (1)

7 unchanged sentences

Total nonperforming assets and troubled debt restructurings (2)(3)

Allowance for credit losses on loans and leases

Total nonperforming loans and leases to total loans and leases held for

1 unchanged sentence

Total nonperforming loans and leases to total assets (2)

Total nonperforming assets and troubled debt restructurings to total assets (2)

September 30, 2020 (1)

Total nonperforming assets and troubled debt restructurings to total

assets (2) (3)

Allowance for credit losses on loans and leases to loans and leases held for

Allowance for credit losses on loans and leases to total nonperforming loans

and leases (2)

Excludes loans measured at fair value.

The period ended December 31, 2020 excludes one $6.1 million hotel loan classified as held for sale.

The period ended March 31, 2021 and December 31, 2020 excludes one $5.1 million hotel loan classified as held for sale.

March 31, 2021 (1)

December 31, 2020 (1)

Nonaccrual loans and leases guaranteed by U.S.

Total nonperforming loans and leases guaranteed by the SBA (all on

Total nonperforming loans and leases guaranteed by the U.S government (all on

Total accruing loans and leases past due 90 days or more guaranteed by the

Foreclosed assets guaranteed by the SBA

Total troubled debt restructurings guaranteed by the SBA

Less nonaccrual troubled debt restructurings guaranteed by the SBA

Total performing troubled debt restructurings guaranteed by SBA

U.S government

Foreclosed assets guaranteed by the U.S.

Total troubled debt restructurings guaranteed by the U.S.

Less nonaccrual troubled debt restructurings guaranteed by the U.S.

Total performing troubled debt restructurings guaranteed by U.S.

Total nonperforming assets and troubled debt restructurings guaranteed

Total nonperforming loans and leases not guaranteed by the SBA to total

loans and leases held for investment (2)

Total nonperforming loans and leases not guaranteed by the SBA to total

Total nonperforming assets and troubled debt restructurings not

guaranteed by the SBA to total assets (2) (3)

Allowance for credit losses on loans and leases

Total nonperforming loans and leases not guaranteed by the U.S.

government to

total held for investment loans and leases

Total nonperforming loans and leases not guaranteed by the U.S.

government to

Total nonperforming assets and troubled debt restructurings not guaranteed by

government to total assets

Allowance for credit losses on loans and leases to total nonperforming loans

and leases not guaranteed by the U.S government

Excludes loans measured at fair value.

The period ended September 30, 2020 excludes one $6.1 million hotel loan classified as held for sale.

The period ended September 30, 2020 excludes one $5.1 million hotel loan classified as held for sale.

Nonperforming assets and TDRs, excluding loans measured at fair value, at September 30, 2020 were $74.4 million, which represented a $32.5 million, or 77.6%, increase from December 31, 2019.

These nonperforming assets, at September 30, 2020 were comprised of $46.7 million in nonaccrual loans and leases and $3.3 million in foreclosed assets.

Of the $74.4 million of nonperforming assets and TDRs, $43.2 million carried an SBA guarantee, leaving an unguaranteed exposure of $31.2 million in total nonperforming assets and TDRs at September 30, 2020.

Total nonperforming assets and TDRs, including loans measured at fair value, at March 31, 2021 were $173.3 million, which represented a $20.1 million, or 13.1%, increase from December 31, 2020.

These nonperforming assets, at March 31, 2021 were comprised of $101.3 million in nonaccrual loans and leases and $4.2 million in foreclosed assets.

Of the $173.3 million of nonperforming assets and TDRs, $111.0 million carried an SBA guarantee, leaving an unguaranteed exposure of $62.3 million in total nonperforming assets and TDRs at March 31, 2021.

This represents an increase of $6.7 million, or 12.2%, from an unguaranteed exposure of $55.5 million at December 31, 2020.

See the below discussion related to the change in potential problem and impaired loans and leases for management’s overall observations regarding growth in total nonperforming loans and leases.

As a percentage of the Bank’s total capital, nonperforming loans and leases, excluding loans measured at fair value, represented 9.0% at September 30, 2020, compared to 4.4% at December 31, 2019.

Adjusting the ratio to include only the unguaranteed portion of nonperforming loans and leases at historical cost to reflect management’s belief that the greater magnitude of risk resides in this portion, the ratios at September 30, 2020 and December 31, 2019 were 3.9% and 1.5%, respectively.

As of September 30 , 2020 , and December 31, 2019 , potential problem (also referred to as criticized) and classified loans and leases , excluding loans measured at fair value, totaled $ 217.1 million and $ 12 9 .1 million, respectively.

As a percentage of the Bank’s total capital, nonperforming loans and leases, excluding loans measured at fair value, represented 10.3% at March 31, 2021, compared to 8.8% at December 31, 2020.

Adjusting the ratio to include only the unguaranteed portion of nonperforming loans and leases at historical cost to reflect management’s belief that the greater magnitude of risk resides in this portion, the ratios at March 31, 2021 and December 31, 2020 were 4.4% and 3.8%, respectively.

As of March 31, 2021, and December 31, 2020, potential problem (also referred to as criticized) and classified loans and leases, excluding loans measured at fair value, totaled $341.2 million and $311.4 million, respectively.

The following is a discussion of these loans and leases.

Risk Grades 5 through 8 represent the spectrum of criticized and classified loans and leases.

At September 30 , 2020 , the portion of criticized and classified loans and leases guaranteed by the SBA or USDA totaled $ 118.7 million resulting in unguaranteed exposure risk of $ 98.4 million, or 6.4 % of total held for investment unguaranteed exposure carried at historical cost .

This compares to the December 31, 2019 portion of criticized and classified loans and leases guaranteed by the SBA or USDA which totaled $ 65.8 million resulting in unguaranteed exposure risk of $ 63.3 million, or 5.

4 % of total held for investment unguaranteed exposure carried at historical cost .

As of September 30 , 2020 , loans and leases carried at historical cost within the following verticals comprise the largest portion of the total potential problem and classified loans and leases :

Healthcare at 14.0 %, Wine and Craft Beverage at 13.2 %, Hotels at 12.7 %, Entertainment Centers at 11.7 %, Educational Services at 8.7%, Fitness Centers at 8.3%, Veterinary at 6.3 % and Senior Care at 5.4 %.

For a complete description of the risk grading system, see Note 5.

Loans and Leases Held for Investment and Credit Quality in the Company’s 2020 Form 10-K.

At March 31, 2021, the portion of criticized and classified loans and leases guaranteed by the SBA or USDA totaled $188.7 million resulting in unguaranteed exposure risk of $152.5 million, or 7.9% of total held for investment unguaranteed exposure carried at historical cost.

This compares to the December 31, 2020 portion of criticized and classified loans and leases guaranteed by the SBA or USDA which totaled $168.9 million resulting in unguaranteed exposure risk of $142.5 million, or 8.2% of total held for investment unguaranteed exposure carried at historical cost.

As of March 31, 2021, loans and leases carried at historical cost within the following verticals comprise the largest portion of the total potential problem and classified loans and leases:

Educational Services at 17.3%, Wine and Craft Beverage at 16.3%, Entertainment Centers at 13.6%, Hotels at 10.2%, Healthcare at 9.5%, Self Storage at 7.8%, Fitness Centers at 6.9%, and Veterinary at 4.3%.

As of December 31, 2020, loans and leases carried at historical cost within the following verticals comprise the largest portion of the total potential problem and classified loans and leases:

Healthcare at 20.8 %, Hotels at 14.7%, Wine and Craft Beverage at 14.3 %, Self Storage at 8.4 %, Veterinary at 7.1%, Government Contracting at 6.1%, and Educational Services at 5.7%.

Other than Hotels and Government Contracting which are a part of the Company’s Specialty Lending division , all of the above listed verticals are within the Company’s Small Business Banking division.

Two previously impaired Government Contracting relationships were charged off in the first nine months of 2020 which resulted in a reduction in impaired loans for this vertical.

The majority of the increase in potential problem and classified loans and leases was comprised of a relatively small number of borrowers largely concentrated in the Company’s more mature verticals.

Educational Services at 15.3%, Wine and Craft Beverage at 14.3%, Hotels at 13.6%, Entertainment Centers at 12.5%, Healthcare at 10.3%, Fitness Centers at 7.2%, Self Storage at 6.4% and Veterinary at 4.5%.

Other than Hotels which are a part of the Company’s Specialty Lending division, all of the above listed verticals are within the Company’s Small Business Banking division.

During the first quarter of 2021 the amount of potential problem loans in the Hotel vertical decreased by $7.3 million principally as a result of one large hotel loan payoff.

The majority of the $29.8 million first quarter increase in potential problem and classified loans and leases was comprised of borrowers largely concentrated in the Company’s more mature verticals.

Furthermore, the Company believes that its underwriting and credit quality standards have continued to tighten with emphasis on new production in pandemic resilient verticals and increased monitoring of existing loans in pandemic susceptible verticals as the impacts and uncertainties COVID-19 continue to evolve.

With this emphasis, systemic issues have begun to appear within the Hotel and Entertainment Center verticals due to stress related to the COVID-19 pandemic and contribute d to the increase in criticized and classified loans and leases.

The Bank does not classify loans and leases that experience insignificant payment delays and payment shortfalls as impaired.

With this emphasis, systemic issues continued to appear within the Hotel, Wine and Craft Beverage, Fitness Centers, Educational Services, Entertainment Center and Quick Service Restaurants verticals due to stress related to the COVID-19 pandemic and have contributed to the increase in criticized and classified loans and leases.

Loans and leases that experience insignificant payment delays and payment shortfalls are generally not individually evaluated for the purpose of estimating the allowance for credit losses.

The Bank generally considers an “insignificant period of time” from payment delays to be a period of 90 days or less, unless the borrower was not past due at the time of a modification as a part of a COVID-19 assistance program.

In such instances this time period could extend to a period of six months or less.

The Bank would consider a modification for a customer experiencing what is expected to be a short-term event that has temporarily impacted cash flow.

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In all cases, credit personnel will review the request to determine if the customer is stressed and how the event has impacted the ability of the customer to repay the loan or lease long term.

Short term modifications are not classified as TDRs, because they do not meet the definition set by the applicable accounting standards and the Federal Deposit Insurance Corporation.

At September 30, 2020, the Company had $56.4 million in modified unguaranteed loans and leases for borrowers impacted by the COVID-19 pandemic with $20.9 million of that total occurring in the third quarter.

At March 31, 2021, the Company had $62.3 million in modified unguaranteed loans and leases for borrowers impacted by the COVID-19 pandemic.

These modifications were primarily short-term payment deferrals generally no more than six-months in duration and accordingly are not considered troubled debt restructurings.

As of May 4, 2021, the Company’s modified unguaranteed loans and leases for borrowers impacted by the COVID-19 pandemic was approximately $13.9 million, a decrease from March 31, 2021 due to borrowers beginning to emerge from deferral needs.

Management endeavors to be proactive in its approach to identify and resolve problem loans and leases and is focused on working with the borrowers and guarantors of these loans and leases to provide loan and lease modifications when warranted.

Management implements a proactive approach to identifying and classifying loans and leases as special mention (also referred to as criticized), Risk Grade 5.

At September 30, 2020, and December 31, 2019, Risk Grade 5 loans and leases, excluding loans measured at fair value, totaled $151.5 million and $89.5 million, respectively.

The increase in Risk Grade 5 loans and leases, exclusive of loans measured at fair value, during the first nine months of 2020 was principally confined to six verticals:

Fitness Centers ($14.3 million or 23.1%), Entertainment Centers ($12.6 million or 20.4%), Senior Care ($11.8 million or 19.1%), Educational Services ($11.6 million or 18.7%), Wine and Craft Beverage ($7.0 million or 11.3%) and General Lending Solutions ($6.3 million or 10.1%).

Partially offsetting the increase in the above Risk Grade 5 loans and leases were decreases in Hotels ($5.8 million or 9.3%).

At March 31, 2021, and December 31, 2020, Risk Grade 5 loans and leases, excluding loans measured at fair value, totaled $254.7 million and $237.5 million, respectively.

The increase in Risk Grade 5 loans and leases, exclusive of loans measured at fair value, during the first quarter of 2021 was principally confined to three verticals:

Educational Services ($11.3 million or 65.9%), Wine and Craft Beverage ($11.0 million or 64.0%) and Entertainment Centers ($7.6 million or 43.9%).

Partially offsetting the above increases were declines in Risk Grade 5 loans principally concentrated in three verticals:

Hotels ($6.9 million or 40.1%), Senior Care ($5.0 million or 29.1%) and Self Storage ($2.2 million or 12.7%).

Other than Hotels, which are a part of the Company’s Specialty Lending division, all of the above listed verticals are within the Company’s Small Business Banking division.

The decrease in Hotels was largely due to two relationships moving to risk grade 6 (substandard).

At September 30, 2020, approximately 100.0% of loans and leases classified as Risk Grade 5 are performing with no current payments past due more than 30 days.

Lower levels of Risk Grade 5 loans in the Hotels are discussed above while the lower levels of loans in Senior Care and Self Storage were principally due to principally due to two previous Risk Grade 5 relationships continuing to experience stress and being downgraded to Risk Grade 6 during the first quarter.

At March 31, 2021, approximately 100.0% of loans and leases classified as Risk Grade 5 are performing with only one relationship having payments past due more than 30 days.

While the level of nonperforming assets fluctuates in response to changing economic and market conditions, in light of the relative size and composition of the loan and lease portfolio and management’s degree of success in resolving problem assets, management believes that a proactive approach to early identification and intervention is critical to successfully managing a small business loan portfolio.

In conjunction with this, management believes that volumes of delinquencies may be not be an accurate depiction of the borrower’s repayment abilities under the current pandemic induced circumstances due to payments being made by the SBA on behalf of borrower with loans under its programs.

This payment assistance commenced in the first quarter and will continue for six months.

Allowance for Credit Losses on Loan s and Lease s

The allowance for credit losses (“ACL”) on loans and leases is a valuation account that is deducted from, or added to, the amortized cost basis of loans and leases to present a net amount expected to be collected.

The ACL excludes loans held for sale and loans accounted for under the fair value option.

Loans and leases are charged-off against the ACL when management believes the uncollectibility of a loan or lease balance is confirmed.

Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

Judgment in determining the adequacy of the ACL is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available and as situations and information change.

The ACL is evaluated on a quarterly basis by management and is estimated using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

The Company’s historical credit loss experience provides the basis for the estimation of expected credit losses.

Management adjusts historical loss information for differences in current risk characteristics such as portfolio risk grading, delinquency levels, or portfolio mix as well as for changes in environmental conditions such as changes in unemployment rates.

The ACL of $28.2 million at December 31, 2019 increased by $16.0 million, or 56.6%, to $44.2 million at September 30, 2020.

The ACL, as a percentage of loans and leases held for investment at historical cost amounted to 1.1% at September 30, 2020 and 1.6% at December 31, 2019.

Excluding PPP loans and related reserves, the ACL, as a percentage of loans and leases held for investment at historical cost amounted to 1.8% at September 30, 2020.

As mentioned earlier, the Company adopted the new CECL standard effective January 1, 2020.

Upon adoption, the Company recorded a $1.3 million decrease in the ACL.

In implementing CECL, the Company accordingly determined to use forecasted levels of unemployment as a primary economic variable in forecasting future expected losses.

Based upon the severity of ongoing developments resulting from the COVID-19 pandemic, combined with the effects of the above discussed increased levels of criticized and classified loans and leases and charge-offs, as addressed more fully in the Provision for Loan and Lease Credit Losses section of Results of Operations, the Company’s allowance for credit losses on loans and leases increased significantly in the first half of the year and subsequently began to contract somewhat during the third quarter of 2020 due to improving economic forecasts.

In conjunction with this, management believes that volumes of delinquencies may not be an accurate depiction of the borrower’s repayment abilities under the current pandemic induced circumstances due to payments being made by the SBA on behalf of borrower with loans under its programs.

As government payment assistance began to expire toward the end of 2020, borrowers with continuing difficulties arising from the pandemic were provided additional relief through payment deferrals.

Management monitors these borrowers closely and has observed financial conditions continuing to improve.

Management has also noted that most loans with expired government assistance have been able to resume making regular payments in early 2021.

Allowance for Credit Losses on Loans and Leases

Organization and Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements in the Company’s 2020 Form 10-K for a description of the methodologies used to estimate the allowance for credit losses.

The ACL of $52.3 million at December 31, 2020 increased by $111 thousand, or 0.2%, to $52.4 million at March 31, 2021.

The ACL, as a percentage of loans and leases held for investment at historical cost amounted to 1.1% at March 31, 2021 and 1.2% at December 31, 2020.

Excluding PPP loans and related reserves, the ACL, as a percentage of loans and leases held for investment at historical cost amounted to 1.6% and 1.8% at March 31, 2021 and December 31, 2020, respectively.

The slight increase in the ACL during the first quarter was primarily due to impact of growth in loan and lease originations being largely mitigated by the effects of improved forecasts related to employment and default expectations as the economic outlook has continued to improve, combined with the effects of a $1.7 million recovery from a previously charged-off hotel loan , as addressed more fully in the Provision for Loan and Lease Credit Losses section of Results of Operations.

Actual past due held for investment loans and leases, inclusive of loans measured at fair value, have decreased by $12.1 million since December 31, 2020.

This decrease was principally due to monthly payments being made by the SBA for our SBA 7(a) borrowers.

Total loans and leases 90 or more days past due increased $2.5 million, or 4.0%, compared to December 31, 2020.

The increase was comprised of a $11.9 million and $6.0 million increase in the unguaranteed and guaranteed portions, respectively, of past due loans compared to December 31, 2019 and was the result of a small number of relationships across eight industries but primarily concentrated within the Entertainment Center and Hotel verticals.

At September 30, 2020 and December 31, 2019, total held for investment unguaranteed loans and leases past due as a percentage of total held for investment unguaranteed loans and leases, inclusive of loans measured at fair value, was 1.0% and 1.7%, respectively.

Total unguaranteed loans and leases past due were comprised of $20.7 million carried at historical cost, an increase of $12.8 million, and $3.8 million measured at fair value, a decrease of $7.8 million as of September 30, 2020 compared to December 31, 2019.

The increase was comprised of a $3.9 million decrease in unguaranteed offset by a $6.4 million increase in the guaranteed portions of past due loans compared to December 31, 2020.

At March 31, 2021 and December 31, 2020, total held for investment unguaranteed loans and leases past due as a percentage of total held for investment unguaranteed loans and leases, inclusive of loans measured at fair value, was 0.9% and 1.1%, respectively.

Total unguaranteed loans and leases past due were comprised of $18.9 million carried at historical cost, an decrease of $4.2 million, and $5.8 million measured at fair value, a decrease of $462 thousand as of March 31, 2021 compared to December 31, 2020.

Management continues to actively monitor and work to improve asset quality.

Management believes the ACL of $44.2 million at September 30, 2020 is appropriate in light of the risk inherent in the loan and lease portfolio.

Management believes the ACL of $52.4 million at March 31, 2021 is appropriate in light of the risk inherent in the loan and lease portfolio.

Management’s judgments are based on numerous assumptions about current and expected events that it believes to be reasonable, but which may or may not be valid, including but not limited to factors related to the above mentioned SBA delinquency effect and pandemic-susceptible verticals.

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and (d) availability under lines of credit.

At September 30, 2020, the total amount of these four items was $2.96 billion, or 36.6% of total assets, an increase of $1.77 billion from $1.19 billion, or 24.8% of total assets, at December 31, 2019.

Loans and other assets are funded by loan sales, wholesale deposits and core deposits.

To date, an increasing retail deposit base and an increased long term wholesale deposit base have been adequate to meet loan obligations, while maintaining the desired level of immediate liquidity.

At March 31, 2021, the total amount of these four items was $3.38 billion, or 40.1% of total assets, an increase of $322.5 million from $3.06 billion, or 38.8% of total assets, at December 31, 2020.

Loans and other assets are funded by loan sales, wholesale deposits, core deposits and PPPLF borrowings.

To date, an increasing retail deposit base and an increased long term wholesale deposit base along with PPPLF borrowings have been adequate to meet loan obligations, while maintaining the desired level of immediate liquidity.

Additionally, the investment securities portfolio is available for both immediate and secondary liquidity purposes.

At September 30, 2020, none of the investment securities portfolio was pledged to secure public deposits or pledged to retail repurchase agreements, leaving $765.8 million available as lendable collateral.

At March 31, 2021, none of the investment securities portfolio was pledged to secure public deposits or pledged to retail repurchase agreements, leaving $775.2 million available as lendable collateral.

Contractual Obligations

The following table presents the Company’s significant fixed and determinable contractual obligations by payment date as of September 30, 2020.

The following table presents the Company’s significant fixed and determinable contractual obligations by payment date as of March 31, 2021.

The payment amounts represent those amounts contractually due to the recipient.

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Operating lease obligations

As of September 30, 2020, and December 31, 2019, the Company had unfunded commitments to provide capital contributions for on-balance sheet investments in the amount of $14.7 million and $16.9 million, respectively.

As of March 31, 2021, and December 31, 2020, the Company had unfunded commitments to provide capital contributions for on-balance sheet investments in the amount of $12.4 million and $15.8 million, respectively.

Asset/Liability Management and Interest Rate Sensitivity

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One method used to manage interest rate sensitivity is to measure, over various time periods, the interest rate sensitivity positions, or gaps.

As of September 30, 2020, the balance sheet’s total cumulative gap position was slightly asset-sensitive at 0.1% .

The shift to asset-sensitive versus the prior quarter liability-sensitive position is primarily due to the deployment of excess liquidity into loans and through reductions in the deposit portfolio.

As of March 31, 2021, the balance sheet’s total cumulative gap position was asset-sensitive at 2.7%.

The interest rate gap method, however, addresses only the magnitude of asset and liability repricing timing differences as of the report date and does not address earnings, market value, changes in account behaviors based on the interest rate environment, nor growth.

Therefore, management uses an earnings simulation model to prepare, on a regular basis, earnings projections based on a range of interest rate scenarios to measure interest rate risk more accurately.

As of September 30, 2020, the Company’s interest rate risk profile under the earnings simulation model method remains asset-sensitive.

As of March 31, 2021, the Company’s interest rate risk profile under the earnings simulation model method remains asset-sensitive.

An asset-sensitive position means that net interest income will generally move in the same direction as interest rates.

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The quarterly revaluation adjustment to the servicing asset, however, adjusts in an opposite direction to interest rate changes.

Asset/liability sensitivity is primarily derived from the prime-based loans that adjust as the prime interest rate changes and the longer duration of indeterminate term deposits.

Asset/liability sensitivity is primarily derived from the prime-based loans that adjust as the prime interest rate changes, rates on cash accounts that adjusts as the federal funds rate changes and the longer duration of indeterminate term deposits.

The maintenance of appropriate levels of capital is a management priority and is monitored on a regular basis.

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Risk-based capital ratios, which include Tier 1 Capital, Total Capital and Common Equity Tier 1 Capital, are calculated based on regulatory guidance related to the measurement of capital and risk-weighted assets.

Capital amounts and ratios as of September 30, 2020 and December 31, 2019, are presented in the table below.

Capital amounts and ratios as of March 31, 2021 and December 31, 2020, are presented in the table below.

Minimum Capital

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Provisions (1)

Consolidated - September 30, 2020

Consolidated - March 31, 2021

Common Equity Tier 1 (to Risk-Weighted Assets)

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Tier 1 Capital (to Average Assets)

Bank - September 30, 2020

Bank - March 31, 2021

Common Equity Tier 1 (to Risk-Weighted Assets)

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Valuation of servicing assets;

Valuation of equity security investments where no readily available market price exists;

Consideration of significant influence for certain relationships where we have equity interests;

Income taxes;

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Business combination and goodwill.

Unconsolidated joint ventures.

Changes in these estimates, that are likely to occur from period to period, or the use of different estimates that the Company could have reasonably used in the current period, would have a material impact on the Company’s financial position, results of operations or liquidity.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis