Companies: 10,796     total market cap: $144.532 T
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First Business Financial Services
FBIZ
#7332
Rank
$0.49 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$59.33
Share price
2.40%
Change (1 day)
26.80%
Change (1 year)
๐Ÿฆ Banks๐Ÿ’ณ Financial services
Categories
  1. First Business Financial Services
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2020 Q2

First Business Financial Services - 10-Q quarterly report FY2020 Q2


Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑
 
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2020
OR
☐
 
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission file number 001-34095
FIRST BUSINESS FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin
 
39-1576570
 
 
 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
401 Charmany Drive
 
53719
Madison
Wisconsin
 
 
(Address of Principal Executive Offices)
 
(Zip Code)
(608) 238-8008
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
 
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.01 par value
 
FBIZ
 
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
¨
Accelerated filer
þ
Non-accelerated filer
¨
Smaller reporting company
☑
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
The number of shares outstanding of the registrant’s sole class of common stock, par value $0.01 per share, on July 19, 2020 was 8,529,006 shares.


FIRST BUSINESS FINANCIAL SERVICES, INC.
INDEX — FORM 10-Q



PART I. Financial Information
1
Item 1. Financial Statements
1
Consolidated Balance Sheets (Unaudited)
1
Consolidated Statements of Income (Unaudited)
2
Consolidated Statements of Comprehensive Income (Unaudited)
4
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
5
Consolidated Statements of Cash Flows (Unaudited)
6
Notes to Unaudited Consolidated Financial Statements
7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
38
Item 3. Quantitative and Qualitative Disclosures about Market Risk
63
Item 4. Controls and Procedures
63
PART II. Other Information
63
Item 1. Legal Proceedings
63
Item 1A. Risk Factors
63
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
64
Item 3. Defaults Upon Senior Securities
64
Item 4. Mine Safety Disclosures
64
Item 5. Other Information
64
Item 6. Exhibits
64
Signatures
64



PART I. Financial Information
Item 1. Financial Statements
First Business Financial Services, Inc.
Consolidated Balance Sheets
 
 
June 30,
2020
 
December 31,
2019
 
 
(Unaudited)
 
 
 
(In Thousands, Except Share Data)
Assets
 
 
 
 
Cash and due from banks
 
$
14,552

 
$
16,107

Short-term investments
 
27,839

 
50,995

Cash and cash equivalents
 
42,391

 
67,102

Securities available-for-sale, at fair value
 
171,680

 
173,133

Securities held-to-maturity, at amortized cost
 
29,826

 
32,700

Loans held for sale
 
13,672

 
5,205

Loans and leases receivable, net of allowance for loan and lease losses of $27,464 and $19,520, respectively
 
2,029,399

 
1,695,115

Premises and equipment, net
 
2,266

 
2,557

Foreclosed properties
 
1,389

 
2,919

Right-of-use assets
 
6,272

 
6,906

Bank-owned life insurance
 
51,433

 
42,761

Federal Home Loan Bank stock, at cost
 
13,470

 
7,953

Goodwill and other intangible assets
 
11,925

 
11,922

Accrued interest receivable and other assets
 
95,091

 
48,506

Total assets
 
$
2,468,814

 
$
2,096,779

Liabilities and Stockholders’ Equity
 
 
 
 
Deposits
 
$
1,710,375

 
$
1,530,379

Federal Home Loan Bank advances and other borrowings
 
465,007

 
319,382

Junior subordinated notes
 
10,054

 
10,047

Lease liabilities
 
6,877

 
7,541

Accrued interest payable and other liabilities
 
78,939

 
35,274

Total liabilities
 
2,271,252

 
1,902,623

Stockholders’ equity:
 
 
 
 
Preferred stock, $0.01 par value, 2,500,000 shares authorized, none issued or outstanding
 
—

 
—

Common stock, $0.01 par value, 25,000,000 shares authorized, 9,231,761 and 9,162,720 shares issued, 8,575,134 and 8,566,044 shares outstanding at June 30, 2020 and December 31, 2019, respectively
 
92

 
92

Additional paid-in capital
 
82,121

 
81,188

Retained earnings
 
132,882

 
129,105

Accumulated other comprehensive loss
 
(1,186
)
 
(1,348
)
Treasury stock, 656,627 and 596,676 shares at June 30, 2020 and December 31, 2019, respectively, at cost
 
(16,347
)
 
(14,881
)
Total stockholders’ equity
 
197,562

 
194,156

Total liabilities and stockholders’ equity
 
$
2,468,814

 
$
2,096,779


See accompanying Notes to Unaudited Consolidated Financial Statements.


1

First Business Financial Services, Inc.
Consolidated Statements of Income (Unaudited)
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
 
 
(In Thousands, Except Per Share Data)
Interest income
 
 
 
 
 
 
 
 
Loans and leases
 
$
21,548

 
$
23,904

 
$
43,397

 
$
48,111

Securities
 
1,070

 
1,175

 
2,258

 
2,270

Short-term investments
 
143

 
230

 
477

 
608

Total interest income
 
22,761

 
25,309

 
46,132

 
50,989

Interest expense
 
 
 
 
 
 
 
 
Deposits
 
1,924

 
6,258

 
6,040

 
12,054

Federal Home Loan Bank advances and other borrowings
 
1,672

 
1,922

 
3,600

 
3,777

Junior subordinated notes
 
277

 
277

 
555

 
552

Total interest expense
 
3,873

 
8,457

 
10,195

 
16,383

Net interest income
 
18,888

 
16,852

 
35,937

 
34,606

Provision for loan and lease losses
 
5,469

 
(784
)
 
8,651

 
(736
)
Net interest income after provision for loan and lease losses
 
13,419

 
17,636

 
27,286

 
35,342

Non-interest income
 
 
 
 
 
 
 
 
Private wealth management service fees
 
2,124

 
2,138

 
4,235

 
4,065

Gain on sale of Small Business Administration loans
 
574

 
297

 
839

 
539

Service charges on deposits
 
829

 
743

 
1,647

 
1,520

Loan fees
 
451

 
464

 
936

 
877

Increase in cash surrender value of bank-owned life insurance
 
377

 
297

 
672

 
589

Net loss on sale of securities
 
—

 
(1
)
 
(4
)
 
(1
)
Commercial loan swap fees
 
1,655

 
1,051

 
3,336

 
1,523

Other non-interest income
 
309

 
816

 
1,072

 
1,331

Total non-interest income
 
6,319

 
5,805

 
12,733

 
10,443

Non-interest expense
 
 
 
 
 
 
 
 
Compensation
 
10,796

 
10,503

 
21,848

 
20,667

Occupancy
 
554

 
559

 
1,126

 
1,149

Professional fees
 
859

 
784

 
1,678

 
1,994

Data processing
 
710

 
689

 
1,386

 
1,269

Marketing
 
352

 
581

 
813

 
1,063

Equipment
 
304

 
272

 
595

 
661

Computer software
 
966

 
827

 
1,856

 
1,626

FDIC insurance
 
239

 
302

 
448

 
595

Collateral liquidation costs (recovery)
 
115

 
89

 
236

 
(1
)
Net loss (gain) on foreclosed properties
 
348

 
(21
)
 
450

 
(21
)
Tax credit investment impairment
 
1,841

 
2,088

 
1,954

 
4,102

SBA recourse (benefit) provision
 
(30
)
 
113

 
(5
)
 
594

Loss on early extinguishment of debt
 
744

 
—

 
744

 
—

Other non-interest expense
 
545

 
678

 
1,359

 
1,508

Total non-interest expense
 
18,343

 
17,464

 
34,488

 
35,206

Income before income tax benefit
 
1,395

 
5,977

 
5,531

 
10,579

Income tax benefit
 
(1,928
)
 
(595
)
 
(1,070
)
 
(1,893
)
Net income
 
$
3,323

 
$
6,572

 
$
6,601

 
$
12,472

Earnings per common share
 
 
 
 
 
 
 
 
Basic
 
$
0.38

 
$
0.75

 
$
0.77

 
$
1.43


2

Diluted
 
0.38

 
0.75

 
0.77

 
1.43

Dividends declared per share
 
0.165

 
0.15

 
0.33

 
0.30


See accompanying Notes to Unaudited Consolidated Financial Statements.

3

First Business Financial Services, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)

 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
 
 
(In Thousands)
Net income
 
$
3,323

 
$
6,572

 
$
6,601

 
$
12,472

Other comprehensive income, before tax
 
 
 
 
 
 
 
 
Securities available-for-sale:
 
 
 
 
 
 
 
 
Unrealized securities (losses) gains arising during the period
 
(264
)
 
1,928

 
4,237

 
3,239

Reclassification adjustment for net loss realized in net income
 
—

 
1

 
4

 
1

Securities held-to-maturity:
 
 
 
 
 
 
 
 
Amortization of net unrealized losses transferred from available-for-sale
 
10

 
14

 
20

 
28

Interest rate swaps:
 
 
 
 
 
 
 
 
Unrealized losses on interest rate swaps arising during the period
 
(418
)
 
(1,514
)
 
(4,043
)
 
(2,464
)
Income tax benefit (expense)
 
171

 
(110
)
 
(56
)
 
(206
)
     Total other comprehensive (loss) income
 
(501
)
 
319

 
162

 
598

Comprehensive income
 
$
2,822

 
$
6,891

 
$
6,763

 
$
13,070


See accompanying Notes to Unaudited Consolidated Financial Statements.

4

First Business Financial Services, Inc.
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

 
 
Common Shares Outstanding
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Treasury
Stock
 
Total
 
 
(In Thousands, Except Share Data)
Balance at January 1, 2019
 
8,785,480

 
$
91

 
$
79,623

 
$
110,310

 
$
(1,684
)
 
$
(7,633
)
 
$
180,707

Cumulative effect of adoption of ASC Topic 842
 
—

 
—

 
—

 
687

 
—

 
—

 
687

Net income
 
—

 
—

 
—

 
5,899

 
—

 
—

 
5,899

Other comprehensive income
 
—

 
—

 
—

 
—

 
279

 
—

 
279

Share-based compensation - restricted shares, net
 
49,730

 
—

 
318

 
—

 
—

 
—

 
318

Cash dividends ($0.15 per share)
 
—

 
—

 
—

 
(1,312
)
 
—

 
—

 
(1,312
)
Treasury stock purchased
 
(70,074
)
 
—

 
—

 
—

 
—

 
(1,478
)
 
(1,478
)
Balance at March 31, 2019
 
8,765,136

 
91

 
79,941

 
115,584

 
(1,405
)
 
(9,111
)
 
185,100

Net income
 
—

 
—

 
—

 
6,572

 
—

 
—

 
6,572

Other comprehensive income
 
—

 
—

 
—

 
—

 
319

 
—

 
319

Share-based compensation - restricted shares, net
 
31,151

 
—

 
410

 
—

 
—

 
—

 
410

Cash dividends ($0.15 per share)
 
—

 
—

 
—

 
(1,315
)
 
—

 
—

 
(1,315
)
Treasury stock purchased
 
(96,831
)
 
—

 
—

 
—

 
—

 
(2,231
)
 
(2,231
)
Balance at June 30, 2019
 
8,699,456

 
$
91

 
$
80,351

 
$
120,841

 
$
(1,086
)
 
$
(11,342
)
 
$
188,855


 
 
Common Shares Outstanding
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Treasury
Stock
 
Total
 
 
(In Thousands, Except Share Data)
Balance at January 1, 2020
 
8,566,044

 
$
92

 
$
81,188

 
$
129,105

 
$
(1,348
)
 
$
(14,881
)
 
$
194,156

Net income
 
—

 
—

 
—

 
3,278

 
—

 
—

 
3,278

Other comprehensive income
 
—

 
—

 
—

 
—

 
663

 
—

 
663

Share-based compensation - restricted shares, net
 
63,684

 
—

 
417

 
—

 
—

 
—

 
417

Cash dividends ($0.165 per share)
 
—

 
—

 
—

 
(1,410
)
 
—

 
—

 
(1,410
)
Treasury stock purchased
 
(58,594
)
 
—

 
—

 
—

 
—

 
(1,447
)
 
(1,447
)
Balance at March 31, 2020
 
8,571,134

 
92

 
81,605

 
130,973

 
(685
)
 
(16,328
)
 
195,657

Net income
 
—

 
—

 
—

 
3,323

 
—

 
—

 
3,323

Other comprehensive loss
 
—

 
—

 
—

 
—

 
(501
)
 
—

 
(501
)
Share-based compensation - restricted shares, net
 
5,357

 
—

 
516

 
—

 
—

 
—

 
516

Cash dividends ($0.165 per share)
 
—

 
—

 
—

 
(1,414
)
 
—

 
—

 
(1,414
)
Treasury stock purchased
 
(1,357
)
 
—

 
—

 
—

 
—

 
(19
)
 
(19
)
Balance at June 30, 2020
 
8,575,134

 
$
92

 
$
82,121

 
$
132,882

 
$
(1,186
)
 
$
(16,347
)
 
$
197,562



See accompanying Notes to Unaudited Consolidated Financial Statements.


5

First Business Financial Services, Inc.
Consolidated Statements of Cash Flows (Unaudited)
 
 
For the Six Months Ended June 30,
 
 
2020
 
2019
 
 
(In Thousands)
Operating activities
 
 
 
 
Net income
 
$
6,601

 
$
12,472

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Deferred income taxes, net
 
(133
)
 
(1,245
)
Impairment of tax credit investments
 
1,954

 
4,102

Provision for loan and lease losses
 
8,651

 
(736
)
SBA recourse (benefit) provision
 
(5
)
 
594

Depreciation, amortization and accretion, net
 
1,637

 
1,437

Share-based compensation
 
933

 
728

Net loss on sale of securities
 
4

 
1

Increase in bank-owned life insurance policies
 
(672
)
 
(589
)
Origination of loans for sale
 
(39,931
)
 
(29,116
)
Sale of loans originated for sale
 
32,303

 
30,156

Gain on sale of SBA loans
 
(839
)
 
(539
)
Net loss (gain) on foreclosed properties, including impairment valuation
 
450

 
(21
)
Excess tax benefit from share-based compensation
 
(19
)
 
(11
)
Payments on operating leases
 
(775
)
 
(759
)
Payments received on operating leases
 
56

 
—

Net increase in accrued interest receivable and other assets
 
(50,951
)
 
(17,612
)
Net increase in accrued interest payable and other liabilities
 
42,042

 
12,435

Net cash provided by operating activities
 
1,306

 
11,297

Investing activities
 
 
 
 
Proceeds from maturities, redemptions, and paydowns of available-for-sale securities
 
22,457

 
12,480

Proceeds from maturities, redemptions, and paydowns of held-to-maturity securities
 
2,844

 
3,176

Proceeds from sale of available-for-sale securities
 
839

 
2,026

Purchases of available-for-sale securities
 
(17,753
)
 
(31,934
)
Proceeds from sale of foreclosed properties
 
1,160

 
—

Net increase in loans and leases
 
(343,016
)
 
(102,162
)
Investments in limited partnerships
 
—

 
(1,250
)
Returns of investments in limited partnerships
 
—

 
280

Investment in historic development entities
 
(259
)
 
(2,137
)
Distributions from historic development entities
 
30

 
—

Investment in Federal Home Loan Bank stock
 
(6,892
)
 
(2,020
)
Proceeds from the sale of Federal Home Loan Bank stock
 
1,375

 
2,540

Purchases of leasehold improvements and equipment, net
 
(141
)
 
(11
)
Purchases of bank-owned life insurance policies
 
(8,000
)
 
—

Net cash used in investing activities
 
(347,356
)
 
(119,012
)
Financing activities
 
 
 
 
Net increase in deposits
 
179,996

 
74,346

Proceeds from Federal Home Loan Bank advances
 
498,500

 
265,000

Repayment of Federal Home Loan Bank advances
 
(383,243
)
 
(266,000
)
Loss on early extinguishment of debt
 
744

 
—

Proceeds from the Federal Reserve Paycheck Protection Program Lending Facility
 
29,605

 
—

Net increase in long-term borrowed funds
 
27

 
35

Cash dividends paid
 
(2,824
)
 
(2,628
)
Purchase of treasury stock
 
(1,466
)
 
(3,709
)
Net cash provided by financing activities
 
321,339

 
67,044

Net decrease in cash and cash equivalents
 
(24,711
)
 
(40,671
)
Cash and cash equivalents at the beginning of the period
 
67,102

 
86,546

Cash and cash equivalents at the end of the period
 
$
42,391

 
$
45,875

Supplementary cash flow information
 
 
 
 
Cash paid during the period for:
 
 
 
 
Interest paid on deposits and borrowings
 
$
11,064

 
$
15,744

Income taxes paid
 
1,356

 
1,308

Non-cash investing and financing activities:
 
 
 
 
Transfer from loans and leases to foreclosed properties
 
80

 
93

See accompany Notes to Unaudited Consolidated Financial Statements

6

Notes to Unaudited Consolidated Financial Statements

Note 1 — Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
The accounting and reporting practices of First Business Financial Services, Inc. (“FBFS” or the “Corporation”), through our wholly-owned subsidiary, First Business Bank (“FBB” or the “Bank”), have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). FBB operates as a commercial banking institution primarily in Wisconsin and the greater Kansas City Metro. FBB also offers private wealth management services through First Business Trust & Investments (“FBTI”) and bank consulting services through First Business Consulting Services (“FBCS”), both divisions of FBB. The Bank provides a full range of financial services to businesses, business owners, executives, professionals, and high net worth individuals. The Bank is subject to competition from other financial institutions and service providers and is also subject to state and federal regulations. FBB has the following wholly-owned subsidiaries: First Business Capital Corp. (“FBCC”), First Madison Investment Corp. (“FMIC”), First Business Equipment Finance, LLC (“FBEF”), ABKC Real Estate, LLC (“ABKC”), FBB Real Estate 2, LLC (“FBB RE 2”), Rimrock Road Investment Fund, LLC (“Rimrock Road”), BOC Investment, LLC (“BOC”), Mitchell Street Apartments Investment, LLC (“Mitchell Street”), and FBB Tax Credit Investment LLC (“FBB Tax Credit”). FMIC is located in and was formed under the laws of the state of Nevada.
Basis of Presentation
The accompanying unaudited Consolidated Financial Statements were prepared in accordance with GAAP and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Corporation’s Consolidated Financial Statements and footnotes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019. The unaudited Consolidated Financial Statements include the accounts of the Corporation and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 810, the Corporation’s ownership interest in FBFS Statutory Trust II (“Trust II”) has not been consolidated into the financial statements.
Management of the Corporation is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Material estimates that could significantly change in the near-term include the value of securities and interest rate swaps, level of the allowance for loan and lease losses, lease residuals, property under operating leases, goodwill, level of the Small Business Administration (“SBA”) recourse reserve, and income taxes. The results of operations for the three and six months ended June 30, 2020, are not necessarily indicative of results that may be expected for any other interim period or the entire fiscal year ending December 31, 2020. Certain amounts in prior periods may have been reclassified to conform to the current presentation. Subsequent events have been evaluated through the date of the issuance of the unaudited Consolidated Financial Statements. No significant subsequent events have occurred through this date requiring adjustment to the financial statements or disclosures.
The Corporation has not changed its significant accounting and reporting policies from those disclosed in the Corporation’s Form 10-K for the year ended December 31, 2019.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments- Credit Losses (Topic 326),” which is often referred to as CECL. The ASU replaces the incurred loss impairment methodology for recognizing credit losses with a methodology that reflects all expected credit losses. The ASU also requires consideration of a broader range of information to inform credit loss estimates, including such factors as past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, and any other financial asset not excluded from the scope under which the Corporation has the contractual right to receive cash. Entities will apply the amendments in the ASU through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. In November 2019, the FASB issued ASU No. 2019-10, “Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842).” The ASU delays the effective date for the credit losses standard from January 2020 to January 2023 for certain entities, including certain Securities and Exchange Commission filers, public business entities, and private companies. As a smaller reporting company, the Corporation is eligible for the delay and will be deferring adoption. The Corporation has established a cross-functional committee and has implemented a third-party software solution to assist with the adoption of the

7

standard. Management has gathered all necessary data and reviewed potential methods to calculate the expected credit losses. Management is currently calculating sample expected loss computations and developing the allowance methodology and assumptions that will be used under the new standard. Management will continue to progress on its implementation project plan and improve the Corporation’s approach throughout the deferral period.

Note 2 — Significant Events

On March 11, 2020, the World Health Organization declared COVID-19, the disease caused by the novel coronavirus, a pandemic as a result of the global spread of the coronavirus illness. In response to the outbreak, federal and state authorities in the U.S. introduced various measures to try to limit or slow the spread of the virus, including travel restrictions, nonessential business closures, stay-at-home orders, and strict social distancing. The Corporation activated its Pandemic Preparedness Plan to protect the health of employees and clients, which includes temporarily limiting lobby hours and transitioning the vast majority of the Corporation’s workforce to remote work. The Corporation has not incurred any significant disruptions to its business activities.
The full impact of COVID-19 is unknown and rapidly evolving. It has caused substantial disruption in international and U.S. economies, markets, and employment. The outbreak is having a significant adverse impact on certain industries the Corporation serves, including retail, hospitality, entertainment, and restaurants and food services. As of June 30, 2020, the Corporation’s aggregate outstanding exposure in these segments was $185.1 million, or 10.7% of the Corporation’s gross loans and leases. Based on management’s current assessment of the increased inherent risk in the loan portfolio, the allowance for loan and leases losses increased $7.9 million, or 40.7%, compared to December 31, 2019. The increase in the allowance for loan and lease losses was in large part due to an increase in several qualitative factors. Most notably, a $4.3 million increase was due to the economic conditions caused by the pandemic, including the increase in the unemployment rate, and an additional $953,000 stemmed from the other qualitative factors, such as management’s ongoing review and grading of the loan and lease portfolios, consideration of delinquency experience, and the level of loans and leases subject to more frequent review by management. Because of the significant uncertainties related to the ultimate duration of the COVID-19 pandemic and its effects on clients and prospects, and on the national and local economy as a whole, there can be no assurances as to how the crisis may ultimately affect the Corporation’s loan portfolio.
The Corporation provided loan modifications up to six months to certain borrowers impacted by COVID-19 who were current in their payments at the inception of the Corporation’s loan modification program. As of June 30, 2020, the Corporation had processed 448 deferral requests, representing $323.2 million in total loans outstanding. Loan deferrals of six months accounted for 60.2% of the total $323.2 million in deferral requests and the remaining balance were primarily for three months. For loans subject to the program, each borrower is required to resume making regularly scheduled loan payment at the end of the modification period and the deferred amounts will be moved to the end of the loan term. The loan will not be reported as past due during the deferral period. 
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act is a $2 trillion stimulus package to provide relief to U.S. businesses and consumers struggling as a result of the pandemic. A provision in the CARES Act includes a $349 billion fund for the creation of the Paycheck Protection Program (“PPP”) through the Small Business Administration (“SBA”) and Treasury Department. On April 24, 2020, the Paycheck Protection Program and Health Care Enhancement Act was signed into law, adding an additional $320 billion of funding to the PPP. The PPP is intended to provide loans to small businesses to pay their employees, rent, mortgage interest, and utilities. The loans may be forgiven conditioned upon the client providing payroll documentation evidencing their compliant use of funds and otherwise complying with the terms of the program. The Corporation began accepting and processing applications for loans under the PPP on April 3, 2020. As of June 30, 2020, the Corporation had processed over 700 applications from existing and new clients, disbursed $327.9 million in funds, and received processing fee income from the SBA of $8.7 million. The processing fee income is deferred and amortized over the contractual life of the loan, or accelerated at forgiveness, as an adjustment of yield using the interest method. During the three months ended June 30, 2020, $859,000 was recognized in loans and leases interest income in the unaudited Consolidated Statements of Income. The SBA provides a guaranty to the lender of 100% of principal and interest, unless the lender violated an obligation under the agreement. As loan losses are expected to be immaterial, if any at all, due to the guaranty, management excluded the PPP loans from the allowance for loan and lease losses calculation. Management funded these short-term loans through a combination of excess cash held at the Federal Reserve and from an increase in in-market deposits.

8

Note 3 — Earnings per Common Share
Earnings per common share are computed using the two-class method. Basic earnings per common share are computed by dividing net income allocated to common shares by the weighted-average number of shares outstanding during the applicable period, excluding outstanding participating securities. Participating securities include unvested restricted shares. Unvested restricted shares are considered participating securities because holders of these securities receive non-forfeitable dividends, or dividend equivalents, at the same rate as holders of the Corporation’s common stock. Diluted earnings per share are computed by dividing net income allocated to common shares adjusted for reallocation of undistributed earnings of unvested restricted shares by the weighted average number of shares determined for the basic earnings per common share computation plus the dilutive effect of common stock equivalents using the treasury stock method.
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
 
 
(Dollars in Thousands, Except Share Data)
Basic earnings per common share
 
 
 
 
 
 
 
 
Net income
 
$
3,323

 
$
6,572

 
$
6,601

 
$
12,472

Less: earnings allocated to participating securities
 
93

 
151

 
173

 
239

Basic earnings allocated to common stockholders
 
$
3,230

 
$
6,421

 
$
6,428

 
$
12,233

Weighted-average common shares outstanding, excluding participating securities
 
8,392,197

 
8,569,581

 
8,379,696

 
8,584,444

Basic earnings per common share
 
$
0.38

 
$
0.75

 
$
0.77

 
$
1.43

 
 
 
 
 
 
 
 
 
Diluted earnings per common share
 
 
 
 
 
 
 
 
Earnings allocated to common stockholders, diluted
 
$
3,230

 
$
6,421

 
$
6,428

 
$
12,233

Weighted-average diluted common shares outstanding, excluding participating securities
 
8,392,197

 
8,569,581

 
8,379,696

 
8,584,444

Diluted earnings per common share
 
$
0.38

 
$
0.75

 
$
0.77

 
$
1.43



Note 4 — Share-Based Compensation
The Corporation adopted the 2019 Equity Incentive Plan (the “Plan”) during the quarter ended June 30, 2019. The Plan is administered by the Compensation Committee of the Board of Directors of the Corporation and provides for the grant of equity ownership opportunities through incentive stock options and nonqualified stock options, restricted stock, restricted stock units, dividend equivalent units, and any other type of award permitted by the Plan. As of June 30, 2020, 147,489 shares were available for future grants under the Plan. Shares covered by awards that expire, terminate, or lapse will again be available for the grant of awards under the Plan. The Corporation may issue new shares and shares from its treasury stock for shares delivered under the Plan.
Restricted Stock
Under the Plan, the Corporation may grant restricted stock awards, restricted stock units, and other stock-based awards to plan participants, subject to forfeiture upon the occurrence of certain events until the dates specified in the participant’s award agreement. While restricted stock is subject to forfeiture, restricted stock award participants may exercise full voting rights and will receive all dividends and other distributions paid with respect to the restricted shares. Restricted stock units do not have voting rights and are provided dividend equivalents. The restricted stock granted under the Plan is typically subject to a vesting period. Compensation expense for restricted stock is recognized over the requisite service period of generally four years for the entire award on a straight-line basis. Upon vesting of restricted stock, the benefit of tax deductions in excess of recognized compensation expense is reflected as an income tax benefit in the unaudited Consolidated Statements of Income.
The Corporation also issues a combination of performance based restricted stock units and restricted stock awards to its executive officers. Vesting of the performance based restricted stock units will be measured on Total Shareholder Return (“TSR”) and Return on Average Equity (“ROAE”) and will cliff-vest after a three-year measurement period based on the Corporation’s performance relative to a custom peer group. At the end of the performance period, the number of actual shares to be awarded varies between 0% and 200% of target amounts. The restricted stock awards issued to executive officers will vest ratably over a three-year period. Compensation expense is recognized for performance based restricted stock units over the requisite service and performance period of generally three years for the entire expected award on a straight-line basis. The compensation expense for the awards expected to vest for the percentage of performance based restricted stock units subject to the ROAE metric will be adjusted if there is a change in the expectation of ROAE. The compensation expense for the awards expected to vest for the percentage of performance based restricted stock units subject to the TSR metric are never adjusted, and are amortized utilizing the accounting fair value provided using a Monte Carlo pricing model.
Restricted stock activity for the year ended December 31, 2019 and the six months ended June 30, 2020 was as follows:
 
 
Number of
Restricted Shares/Units
 
Weighted Average
Grant-Date
Fair Value
Nonvested balance as of January 1, 2019
 
131,621

 
$
21.02

Granted
 
95,265

 
23.64

Vested
 
(48,207
)
 
20.62

Forfeited
 
(1,744
)
 
23.67

Nonvested balance as of December 31, 2019
 
176,935

 
22.51

Granted (1)
 
75,345

 
26.10

Vested
 
(18,197
)
 
22.66

Forfeited
 
(6,304
)
 
22.14

Nonvested balance as of June 30, 2020
 
227,779

 
$
23.98


(1)
The number of restricted shares/units shown includes the shares that would be granted if the target level of performance is achieved related to the performance based restricted stock units. The number of shares actually issued may vary.

As of June 30, 2020, the Corporation had $4.3 million of unvested compensation expense, which the Corporation expects to recognize over a weighted-average period of approximately 2.50 years.
Share-based compensation expense related to restricted stock included in the unaudited Consolidated Statements of Income was as follows:

9

 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
 
(In Thousands)
Share-based compensation expense
$
516

 
$
410

 
$
933

 
$
728




Note 5 — Securities
The amortized cost and fair value of securities available-for-sale and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows:

 
 
As of June 30, 2020
 
 
Amortized Cost
 
Gross
Unrealized Gains
 
Gross
Unrealized Losses
 
Fair Value
 
 
(In Thousands)
Available-for-sale:
 
 
 
 
 
 
 
 
U.S. government agency securities - government-sponsored enterprises
 
$
22,023

 
$
15

 
$
(68
)
 
$
21,970

Municipal securities
 
11,081

 
390

 
—

 
11,471

Residential mortgage-backed securities - government issued
 
12,296

 
587

 
—

 
12,883

Residential mortgage-backed securities - government-sponsored enterprises
 
101,005

 
3,084

 
—

 
104,089

Commercial mortgage-backed securities - government issued
 
6,161

 
205

 
—

 
6,366

Commercial mortgage-backed securities - government-sponsored enterprises
 
11,854

 
750

 
—

 
12,604

Other securities
 
2,205

 
92

 
—

 
2,297

 
 
$
166,625

 
$
5,123

 
$
(68
)
 
$
171,680


 
 
As of December 31, 2019
 
 
Amortized Cost
 
Gross
Unrealized Gains
 
Gross
Unrealized Losses
 
Fair Value
 
 
(In Thousands)
Available-for-sale:
 
 
 
 
 
 
 
 
U.S. government agency securities - government-sponsored enterprises
 
$
23,616

 
$
152

 
$
(10
)
 
$
23,758

Municipal securities
 
160

 
—

 
—

 
160

Residential mortgage-backed securities - government issued
 
16,119

 
234

 
(5
)
 
16,348

Residential mortgage-backed securities - government-sponsored enterprises
 
111,561

 
847

 
(406
)
 
112,002

Commercial mortgage-backed securities - government issued
 
6,705

 
45

 
(87
)
 
6,663

Commercial mortgage-backed securities - government-sponsored enterprises
 
11,953

 
23

 
(9
)
 
11,967

Other securities
 
2,205

 
30

 
—

 
2,235

 
 
$
172,319

 
$
1,331

 
$
(517
)
 
$
173,133



The amortized cost and fair value of securities held-to-maturity and the corresponding amounts of gross unrealized gains and losses were as follows:


10

 
 
As of June 30, 2020
 
 
Amortized Cost
 
Gross
Unrealized Gains
 
Gross
Unrealized Losses
 
Fair Value
 
 
(In Thousands)
Held-to-maturity:
 
 
 
 
 
 
 
 
Municipal securities
 
$
18,608

 
$
480

 
$
(26
)
 
$
19,062

Residential mortgage-backed securities - government issued
 
4,789

 
148

 
—

 
4,937

Residential mortgage-backed securities - government-sponsored enterprises
 
4,416

 
163

 
—

 
4,579

Commercial mortgage-backed securities - government-sponsored enterprises
 
2,013

 
296

 
—

 
2,309

 
 
$
29,826

 
$
1,087

 
$
(26
)
 
$
30,887



 
 
As of December 31, 2019
 
 
Amortized Cost
 
Gross
Unrealized Gains
 
Gross
Unrealized Losses
 
Fair Value
 
 
(In Thousands)
Held-to-maturity:
 
 
 
 
 
 
 
 
Municipal securities
 
$
19,727

 
$
335

 
$
(8
)
 
$
20,054

Residential mortgage-backed securities - government issued
 
5,776

 
19

 
(9
)
 
5,786

Residential mortgage-backed securities - government-sponsored enterprises
 
5,183

 
51

 
(23
)
 
5,211

Commercial mortgage-backed securities - government-sponsored enterprises
 
2,014

 
123

 
—

 
2,137

 
 
$
32,700

 
$
528

 
$
(40
)
 
$
33,188



U.S. government agency securities - government-sponsored enterprises represent securities issued by the Federal National Mortgage Association (“FNMA”) and the SBA. Municipal securities include securities issued by various municipalities located primarily within Wisconsin and are primarily general obligation bonds that are tax-exempt in nature. Residential and commercial mortgage-backed securities - government issued represent securities guaranteed by the Government National Mortgage Association. Residential and commercial mortgage-backed securities - government-sponsored enterprises include securities guaranteed by the Federal Home Loan Mortgage Corporation, FNMA, and the FHLB. Other securities represent certificates of deposit of insured banks and savings institutions with an original maturity greater than three months. There were no sales of available-for-sale securities that occurred during the three months ended June 30, 2020 and one sale that occurred during the six months ended June 30, 2020. There were nine sales of available-for-sale securities that occurred during the three and six months ended June 30, 2019.

At June 30, 2020 and December 31, 2019, securities with a fair value of $182.0 million and $30.3 million, respectively, were pledged to secure various obligations, including interest rate swap contracts, outstanding FHLB advances, additional FHLB availability, the Federal Reserve Discount Window, and municipal deposits. At June 30, 2020, pledged securities with a fair value of $106.9 million were unencumbered. No pledged securities were unencumbered as of December 31, 2019.
The amortized cost and fair value of securities by contractual maturity at June 30, 2020 are shown below. Actual maturities may differ from contractual maturities because issuers have the right to call or prepay certain obligations with or without call or prepayment penalties.


11

 
 
Available-for-Sale
 
Held-to-Maturity
 
 
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
 
 
(In Thousands)
Due in one year or less
 
$
1,000

 
$
1,003

 
$
2,556

 
$
2,578

Due in one year through five years
 
8,650

 
8,969

 
12,346

 
12,621

Due in five through ten years
 
35,048

 
36,655

 
11,283

 
11,904

Due in over ten years
 
121,927

 
125,053

 
3,641

 
3,784

 
 
$
166,625

 
$
171,680

 
$
29,826

 
$
30,887



The tables below show the Corporation’s gross unrealized losses and fair value of available-for-sale investments aggregated by investment category and length of time that individual investments were in a continuous loss position at June 30, 2020 and December 31, 2019. At June 30, 2020, the Corporation held six available-for-sale securities that were in an unrealized loss position. Such securities have not experienced credit rating downgrades; however, they have generally declined in value due to the current interest rate environment. At June 30, 2020, the Corporation held zero available-for-sale securities that had been in a continuous unrealized loss position for twelve months or greater.

The Corporation also has not specifically identified available-for-sale securities in a loss position that it intends to sell in the near term and does not believe that it will be required to sell any such securities. The Corporation reviews its securities on a quarterly basis to monitor its exposure to other-than-temporary impairment. Consideration is given to such factors as the length of time and extent to which the security has been in an unrealized loss position, changes in security ratings, and an evaluation of the present value of expected future cash flows, if necessary. Based on the Corporation’s evaluation, it is expected that the Corporation will recover the entire amortized cost basis of each security. Accordingly, no other-than-temporary impairment was recorded in the unaudited Consolidated Statements of Income for the three and six months ended June 30, 2020 and 2019.

A summary of unrealized loss information for securities available-for-sale, categorized by security type and length of time for which the security has been in a continuous unrealized loss position, follows:

 
 
As of June 30, 2020
 
 
Less than 12 Months
 
12 Months or Longer
 
Total
 
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
 
(In Thousands)
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government agency securities - government-sponsored enterprises
 
$
16,403

 
$
68

 
$
—

 
$
—

 
$
16,403

 
$
68



12

 
 
As of December 31, 2019
 
 
Less than 12 Months
 
12 Months or Longer
 
Total
 
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
 
(In Thousands)
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government agency securities - government-sponsored enterprises
 
$
4,363

 
$
10

 
$
—

 
$
—

 
$
4,363

 
$
10

Residential mortgage-backed securities - government issued
 
4,619

 
5

 
—

 
—

 
4,619

 
5

Residential mortgage-backed securities - government-sponsored enterprises
 
36,972

 
253

 
11,304

 
153

 
48,276

 
406

Commercial mortgage-backed securities - government issued
 
—

 
—

 
4,727

 
87

 
4,727

 
87

Commercial mortgage-backed securities - government-sponsored enterprises
 
2,245

 
4

 
1,047

 
5

 
3,292

 
9

 
 
$
48,199

 
$
272

 
$
17,078

 
$
245

 
$
65,277

 
$
517



The tables below show the Corporation’s gross unrealized losses and fair value of held-to-maturity investments, aggregated by investment category and length of time that individual investments were in a continuous loss position at June 30, 2020 and December 31, 2019. At June 30, 2020, the Corporation held two held-to-maturity securities that were in an unrealized loss position. Such securities have not experienced credit rating downgrades; however, they have generally declined in value due to the current interest rate environment. There were no held-to-maturity securities that had been in a continuous loss position for twelve months or greater as of June 30, 2020. It is expected that the Corporation will recover the entire amortized cost basis of each held-to-maturity security based upon an evaluation of aforementioned factors. Accordingly, no other-than-temporary impairment was recorded in the unaudited Consolidated Statements of Income for the three and six months ended June 30, 2020 and 2019.

A summary of unrealized loss information for securities held-to-maturity, categorized by security type and length of time for which the security has been in a continuous unrealized loss position, follows:
 
 
As of June 30, 2020
 
 
Less than 12 Months
 
12 Months or Longer
 
Total
 
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
 
(In Thousands)
Held-to-maturity:
 
 
 
 
 
 
 
 
 
 
 
 
Municipal securities
 
$
479

 
$
26

 
$
—

 
$
—

 
$
479

 
$
26




13

 
 
As of December 31, 2019
 
 
Less than 12 Months
 
12 Months or Longer
 
Total
 
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
 
(In Thousands)
Held-to-maturity:
 
 
 
 
 
 
 
 
 
 
 
 
Municipal securities
 
$
499

 
$
8

 
$
—

 
$
—

 
$
499

 
$
8

Residential mortgage-backed securities - government issued
 
—

 
—

 
1,887

 
9

 
1,887

 
9

Residential mortgage-backed securities - government-sponsored enterprises
 
1,364

 
5

 
2,144

 
18

 
3,508

 
23

 
 
$
1,863

 
$
13

 
$
4,031

 
$
27

 
$
5,894

 
$
40



Note 6 — Loan and Lease Receivables, Impaired Loans and Leases and Allowance for Loan and Lease Losses

Loan and lease receivables consist of the following:
 
 
June 30,
2020
 
December 31,
2019
 
 
(In Thousands)
Commercial real estate:
 
 
 
 
Commercial real estate — owner occupied
 
$
229,994

 
$
226,614

Commercial real estate — non-owner occupied
 
533,211

 
516,652

Land development
 
44,299

 
51,097

Construction
 
133,375

 
109,057

Multi-family
 
244,496

 
217,322

1-4 family
 
36,823

 
33,359

Total commercial real estate
 
1,222,198

 
1,154,101

Commercial and industrial
 
781,239

 
503,402

Direct financing leases, net
 
25,525

 
28,203

Consumer and other:
 
 
 
 
Home equity and second mortgages
 
6,706

 
7,006

Other
 
29,737

 
22,664

Total consumer and other
 
36,443

 
29,670

Total gross loans and leases receivable
 
2,065,405

 
1,715,376

Less:
 
 
 
 
   Allowance for loan and lease losses
 
27,464

 
19,520

   Deferred loan fees
 
8,542

 
741

Loans and leases receivable, net
 
$
2,029,399

 
$
1,695,115



14

The total amount of the Corporation’s ownership of SBA loans comprised of the following:
 
 
June 30,
2020
 
December 31,
2019
 
 
(In Thousands)
SBA 7(a) loans
 
$
40,815

 
$
40,402

SBA 504 loans
 
23,479

 
20,592

SBA Express loans and lines of credit
 
1,549

 
1,781

SBA PPP loans
 
327,932

 
—

Total SBA loans
 
$
393,775

 
$
62,775

As of June 30, 2020 and December 31, 2019, $9.7 million and $12.1 million of SBA loans were considered impaired, respectively.
Loans transferred to third parties consist of the guaranteed portions of SBA 7(a) loans which the Corporation sold in the secondary market and participation interests in other, non-SBA originated loans. The total principal amount of the guaranteed portions of SBA 7(a) loans sold during the three months ended June 30, 2020, and 2019, was $6.5 million and $3.3 million, respectively. The total principal amount of the guaranteed portions of SBA 7(a) loans sold during the six months ended June 30, 2020, and 2019, was $9.2 million and $5.6 million, respectively. Each of the transfers of these financial assets met the qualifications for sale accounting, and therefore all of the loans transferred during the three and six months ended June 30, 2020, and 2019, have been derecognized in the unaudited Consolidated Financial Statements. The guaranteed portions of SBA loans were transferred at their fair value and the related gain was recognized upon the transfer as non-interest income in the unaudited Consolidated Financial Statements. The total outstanding balance of sold SBA loans at June 30, 2020, and December 31, 2019, was $69.9 million and $73.8 million, respectively.

The total principal amount of transferred participation interests in other, non-SBA originated loans during the three months ended June 30, 2020, and 2019, was $10.3 million and $17.2 million, respectively. The total principal amount of transferred participation interests in other, non-SBA originated loans during the six months ended June 30, 2020, and 2019, was $22.2 million and $34.4 million, respectively, all of which were treated as sales and derecognized under the applicable accounting guidance at the time of transfer. No gain or loss was recognized on participation interests in other, non-SBA originated loans as they were transferred at or near the date of loan origination and the payments received for servicing the portion of the loans participated represents adequate compensation. The total outstanding balance of these transferred loans at June 30, 2020, and December 31, 2019, was $149.4 million and $142.8 million, respectively. As of June 30, 2020, and December 31, 2019, the total amount of the Corporation’s partial ownership of these transferred loans on the unaudited Consolidated Balance Sheets was $266.1 million and $244.6 million, respectively. No loans in this participation portfolio were considered impaired as of June 30, 2020, and December 31, 2019. The Corporation does not share in the participant’s portion of any potential charge-offs. The total amount of loan participations purchased on the unaudited Consolidated Balance Sheets as of June 30, 2020, and December 31, 2019, was $452,000 and $492,000, respectively.


15

The following tables illustrate ending balances of the Corporation’s loan and lease portfolio, including impaired loans by class of receivable, and considering certain credit quality indicators:
 
 
June 30, 2020
 
 
Category
 
 
 
 
I
 
II
 
III
 
IV
 
Total
 
 
(Dollars in Thousands)
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
Commercial real estate — owner occupied
 
$
170,546

 
$
26,515

 
$
25,430

 
$
7,503

 
$
229,994

Commercial real estate — non-owner occupied
 
458,069

 
55,494

 
19,648

 
—

 
533,211

Land development
 
42,922

 
328

 
—

 
1,049

 
44,299

Construction
 
122,392

 
10,983

 
—

 
—

 
133,375

Multi-family
 
220,688

 
23,808

 
—

 
—

 
244,496

1-4 family
 
32,687

 
1,682

 
2,072

 
382

 
36,823

      Total commercial real estate
 
1,047,304

 
118,810

 
47,150

 
8,934

 
1,222,198

Commercial and industrial
 
658,377

 
41,156

 
66,672

 
15,034

 
781,239

Direct financing leases, net
 
18,661

 
214

 
6,601

 
49

 
25,525

Consumer and other:
 
 
 
 
 
 
 
 
 

Home equity and second mortgages
 
5,969

 
602

 
135

 
—

 
6,706

Other
 
29,425

 
185

 
—

 
127

 
29,737

      Total consumer and other
 
35,394

 
787

 
135

 
127

 
36,443

Total gross loans and leases receivable
 
$
1,759,736

 
$
160,967

 
$
120,558

 
$
24,144

 
$
2,065,405

Category as a % of total portfolio
 
85.20
%
 
7.79
%
 
5.84
%
 
1.17
%
 
100.00
%

 
 
December 31, 2019
 
 
Category
 
 
 
 
I
 
II
 
III
 
IV
 
Total
 
 
(Dollars in Thousands)
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
Commercial real estate — owner occupied
 
$
187,728

 
$
18,455

 
$
16,399

 
$
4,032

 
$
226,614

Commercial real estate — non-owner occupied
 
459,821

 
55,524

 
1,307

 
—

 
516,652

Land development
 
49,132

 
439

 
—

 
1,526

 
51,097

Construction
 
108,959

 
—

 
98

 
—

 
109,057

Multi-family
 
205,750

 
11,572

 
—

 
—

 
217,322

1-4 family
 
29,284

 
1,843

 
1,759

 
473

 
33,359

      Total commercial real estate
 
1,040,674

 
87,833

 
19,563

 
6,031

 
1,154,101

Commercial and industrial
 
398,445

 
34,478

 
55,904

 
14,575

 
503,402

Direct financing leases, net
 
21,282

 
579

 
6,342

 
—

 
28,203

Consumer and other:
 
 
 
 
 
 
 
 
 
 
Home equity and second mortgages
 
6,307

 
610

 
89

 
—

 
7,006

Other
 
22,517

 
—

 
—

 
147

 
22,664

      Total consumer and other
 
28,824

 
610

 
89

 
147

 
29,670

Total gross loans and leases receivable
 
$
1,489,225

 
$
123,500

 
$
81,898

 
$
20,753

 
$
1,715,376

Category as a % of total portfolio
 
86.82
%
 
7.20
%
 
4.77
%
 
1.21
%
 
100.00
%

Each credit is evaluated for proper risk rating upon origination, at the time of each subsequent renewal, upon receipt and evaluation of updated financial information from the Corporation’s borrowers, or as other circumstances dictate. The Corporation primarily uses a nine grade risk rating system to monitor the ongoing credit quality of its loans and leases. The risk

16

rating grades follow a consistent definition and are then applied to specific loan types based on the nature of the loan. Each risk rating is subjective and, depending on the size and nature of the credit, subject to various levels of review and concurrence on the stated risk rating. In addition to its nine grade risk rating system, the Corporation groups loans into four loan and related risk categories which determine the level and nature of review by management.
Category I — Loans and leases in this category are performing in accordance with the terms of the contract and generally exhibit no immediate concerns regarding the security and viability of the underlying collateral, financial stability of the borrower, integrity or strength of the borrowers’ management team, or the industry in which the borrower operates. The Corporation monitors Category I loans and leases through payment performance, continued maintenance of its personal relationships with such borrowers, and continued review of such borrowers’ compliance with the terms of their respective agreements.
Category II — Loans and leases in this category are beginning to show signs of deterioration in one or more of the Corporation’s core underwriting criteria such as financial stability, management strength, industry trends, or collateral values. Management will place credits in this category to allow for proactive monitoring and resolution with the borrower to possibly mitigate the area of concern and prevent further deterioration or risk of loss to the Corporation. Category II loans are considered performing but are monitored frequently by the assigned business development officer and by asset quality review committees.
Category III — Loans and leases in this category are identified by management as warranting special attention. However, the balance in this category is not intended to represent the amount of adversely classified assets held by the Bank. Category III loans and leases generally exhibit undesirable characteristics, such as evidence of adverse financial trends and conditions, managerial problems, deteriorating economic conditions within the related industry, or evidence of adverse public filings and may exhibit collateral shortfall positions. Management continues to believe that it will collect all contractual principal and interest in accordance with the original terms of the contracts relating to the loans and leases in this category, and therefore Category III loans are considered performing with no specific reserves established for this category. Category III loans are monitored by management and asset quality review committees on a monthly basis.
Category IV — Loans and leases in this category are considered to be impaired. Impaired loans and leases, with the exception of performing troubled debt restructurings, have been placed on non-accrual as management has determined that it is unlikely that the Bank will receive the contractual principal and interest in accordance with the original terms of the agreement. Impaired loans are individually evaluated to assess the need for the establishment of specific reserves or charge-offs. When analyzing the adequacy of collateral, the Corporation obtains external appraisals at least annually for impaired loans and leases. External appraisals are obtained from the Corporation’s approved appraiser listing and are independently reviewed to monitor the quality of such appraisals. To the extent a collateral shortfall position is present, a specific reserve or charge-off will be recorded to reflect the magnitude of the impairment. Loans and leases in this category are monitored by management and asset quality review committees on a monthly basis.
The delinquency aging of the loan and lease portfolio by class of receivable was as follows:

17

 
 
June 30, 2020
 
 
30-59
Days Past Due
 
60-89
Days Past Due
 
Greater
Than 90 Days Past Due
 
Total Past Due
 
Current
 
Total Loans and Leases
 
 
(Dollars in Thousands)
Accruing loans and leases
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
$
—

 
$
—

 
$
—

 
$
—

 
$
222,491

 
$
222,491

Non-owner occupied
 
—

 
—

 
—

 
—

 
533,211

 
533,211

Land development
 
—

 
—

 
—

 
—

 
43,250

 
43,250

Construction
 
—

 
—

 
—

 
—

 
133,375

 
133,375

Multi-family
 
—

 
—

 
—

 
—

 
244,496

 
244,496

1-4 family
 
—

 
—

 
—

 
—

 
36,490

 
36,490

Commercial and industrial
 
5,965

 
1,320

 
—

 
7,285

 
758,920

 
766,205

Direct financing leases, net
 
—

 
—

 
—

 
—

 
25,476

 
25,476

Consumer and other:
 
 
 
 
 
 
 


 
 
 
 
Home equity and second mortgages
 
—

 
—

 
—

 
—

 
6,706

 
6,706

Other
 
—

 
—

 
—

 
—

 
29,610

 
29,610

Total
 
5,965

 
1,320

 
—

 
7,285

 
2,034,025

 
2,041,310

Non-accruing loans and leases
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
—

 
—

 
3,550

 
3,550

 
3,953

 
7,503

Non-owner occupied
 
—

 
—

 
—

 
—

 
—

 
—

Land development
 
—

 
—

 
—

 
—

 
1,049

 
1,049

Construction
 
—

 
—

 
—

 
—

 
—

 
—

Multi-family
 
—

 
—

 
—

 
—

 
—

 
—

1-4 family
 
—

 
—

 
333

 
333

 
—

 
333

Commercial and industrial
 
76

 
283

 
7,416

 
7,775

 
7,259

 
15,034

Direct financing leases, net
 
—

 
—

 
—

 
—

 
49

 
49

Consumer and other:
 
 
 
 
 
 
 
 
 
 
 
 
Home equity and second mortgages
 
—

 
—

 
—

 
—

 
—

 
—

Other
 
—

 
—

 
127

 
127

 
—

 
127

Total
 
76

 
283

 
11,426

 
11,785

 
12,310


24,095

Total loans and leases
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
—

 
—

 
3,550

 
3,550

 
226,444

 
229,994

Non-owner occupied
 
—

 
—

 
—

 
—

 
533,211

 
533,211

Land development
 
—

 
—

 
—

 
—

 
44,299

 
44,299

Construction
 
—

 
—

 
—

 
—

 
133,375

 
133,375

Multi-family
 
—

 
—

 
—

 
—

 
244,496

 
244,496

1-4 family
 
—

 
—

 
333

 
333

 
36,490

 
36,823

Commercial and industrial
 
6,041

 
1,603

 
7,416

 
15,060

 
766,179

 
781,239

Direct financing leases, net
 
—

 
—

 
—

 
—

 
25,525

 
25,525

Consumer and other:
 
 
 
 
 
 
 
 
 
 
 

Home equity and second mortgages
 
—

 
—

 
—

 
—

 
6,706

 
6,706

Other
 
—

 
—

 
127

 
127

 
29,610

 
29,737

Total
 
$
6,041

 
$
1,603

 
$
11,426

 
$
19,070

 
$
2,046,335

 
$
2,065,405

Percent of portfolio
 
0.29
%
 
0.08
%
 
0.55
%
 
0.92
%
 
99.08
%
 
100.00
%


18

 
 
December 31, 2019
 
 
30-59
Days Past Due
 
60-89
Days Past Due
 
Greater
Than 90 Days Past Due
 
Total Past Due
 
Current
 
Total Loans and Leases
 
 
(Dollars in Thousands)
Accruing loans and leases
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
$
—

 
$
—

 
$
—

 
$
—

 
$
222,582

 
$
222,582

Non-owner occupied
 
—

 
—

 
—

 
—

 
516,652

 
516,652

Land development
 
—

 
990

 
—

 
990

 
48,581

 
49,571

Construction
 
309

 
—

 
—

 
309

 
108,748

 
109,057

Multi-family
 
—

 
—

 
—

 
—

 
217,322

 
217,322

1-4 family
 
—

 
—

 
—

 
—

 
33,026

 
33,026

Commercial and industrial
 
2,707

 
52

 
—

 
2,759

 
486,068

 
488,827

Direct financing leases, net
 
—

 
—

 
—

 
—

 
28,203

 
28,203

Consumer and other:
 
 
 
 
 
 
 
 
 
 
 
 
Home equity and second mortgages
 
—

 
—

 
—

 
—

 
7,006

 
7,006

Other
 
—

 
—

 
—

 
—

 
22,517

 
22,517

Total
 
3,016

 
1,042

 
—

 
4,058

 
1,690,705

 
1,694,763

Non-accruing loans and leases
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
—

 
—

 
342

 
342

 
3,690

 
4,032

Non-owner occupied
 
—

 
—

 
—

 
—

 
—

 
—

Land development
 
—

 
—

 
—

 
—

 
1,526

 
1,526

Construction
 
—

 
—

 
—

 
—

 
—

 
—

Multi-family
 
—

 
—

 
—

 
—

 
—

 
—

1-4 family
 
—

 
333

 
—

 
333

 
—

 
333

Commercial and industrial
 
4,368

 
2,717

 
3,123

 
10,208

 
4,367

 
14,575

Direct financing leases, net
 
—

 
—

 
—

 
—

 
—

 
—

Consumer and other:
 
 
 
 
 
 
 
 
 
 
 
 
Home equity and second mortgages
 
—

 
—

 
—

 
—

 
—

 
—

Other
 
—

 
—

 
147

 
147

 
—

 
147

Total
 
4,368

 
3,050

 
3,612

 
11,030

 
9,583

 
20,613

Total loans and leases
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
—

 
—

 
342

 
342

 
226,272

 
226,614

Non-owner occupied
 
—

 
—

 
—

 
—

 
516,652

 
516,652

Land development
 
—

 
990

 
—

 
990

 
50,107

 
51,097

Construction
 
309

 
—

 
—

 
309

 
108,748

 
109,057

Multi-family
 
—

 
—

 
—

 
—

 
217,322

 
217,322

1-4 family
 
—

 
333

 
—

 
333

 
33,026

 
33,359

Commercial and industrial
 
7,075

 
2,769

 
3,123

 
12,967

 
490,435

 
503,402

Direct financing leases, net
 
—

 
—

 
—

 
—

 
28,203

 
28,203

Consumer and other:
 
 
 
 
 
 
 
 
 
 
 
 
Home equity and second mortgages
 
—

 
—

 
—

 
—

 
7,006

 
7,006

Other
 
—

 
—

 
147

 
147

 
22,517

 
22,664

Total
 
$
7,384

 
$
4,092

 
$
3,612

 
$
15,088

 
$
1,700,288

 
$
1,715,376

Percent of portfolio
 
0.43
%
 
0.24
%
 
0.21
%
 
0.88
%
 
99.12
%
 
100.00
%

19

The Corporation’s total impaired assets consisted of the following:
 
 
June 30,
2020
 
December 31,
2019
 
 
(In Thousands)
Non-accrual loans and leases
 
 
 
 
Commercial real estate:
 
 
 
 
Commercial real estate — owner occupied
 
$
7,503

 
$
4,032

Commercial real estate — non-owner occupied
 
—

 
—

Land development
 
1,049

 
1,526

Construction
 
—

 
—

Multi-family
 
—

 
—

1-4 family
 
333

 
333

Total non-accrual commercial real estate
 
8,885

 
5,891

Commercial and industrial
 
15,034

 
14,575

Direct financing leases, net
 
49

 
—

Consumer and other:
 
 
 
 
Home equity and second mortgages
 
—

 
—

Other
 
127

 
147

Total non-accrual consumer and other loans
 
127

 
147

Total non-accrual loans and leases
 
24,095

 
20,613

Foreclosed properties, net
 
1,389

 
2,919

Total non-performing assets
 
25,484

 
23,532

Performing troubled debt restructurings
 
49

 
140

Total impaired assets

$
25,533

 
$
23,672

 
 
June 30,
2020
 
December 31,
2019
Total non-accrual loans and leases to gross loans and leases
 
1.17
%
 
1.20
%
Total non-performing assets to total gross loans and leases plus foreclosed properties, net
 
1.23

 
1.37

Total non-performing assets to total assets
 
1.03

 
1.12

Allowance for loan and lease losses to gross loans and leases
 
1.33

 
1.14

Allowance for loan and lease losses to non-accrual loans and leases
 
113.98

 
94.70


As of June 30, 2020, and December 31, 2019, $16.3 million and $15.6 million of the non-accrual loans and leases were considered troubled debt restructurings, respectively. The Corporation has allocated $4.8 million and $2.7 million of specific reserves to troubled debt restructurings as of June 30, 2020 and December 31, 2019, respectively. There were no unfunded commitments associated with troubled debt restructured loans and leases as of June 30, 2020.

All loans and leases modified as a troubled debt restructuring are measured for impairment. The nature and extent of the impairment of restructured loans, including those which have experienced a default, is considered in the determination of an appropriate level of the allowance for loan and lease losses.

The following table provides the number of loans modified in a troubled debt restructuring and the pre- and post-modification recorded investment by class of receivable:

20

 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2020
 
 
Number of Loans
 
Pre-Modification
Recorded
Investment
 
Post-Modification
Recorded
Investment
 
Number of Loans
 
Pre-Modification
Recorded
Investment
 
Post-Modification
Recorded
Investment
 
 
(Dollars in Thousands)
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate — owner occupied
 
—

 
$
—

 
$
—

 
2

 
$
299

 
$
272

Commercial and industrial
 
1

 
4,986

 
4,986

 
3

 
6,007

 
5,756

Total
 
1

 
$
4,986

 
$
4,986

 
5

 
$
6,306

 
$
6,028



 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2019
 
 
Number of Loans
 
Pre-Modification
Recorded
Investment
 
Post-Modification
Recorded
Investment
 
Number of Loans
 
Pre-Modification
Recorded
Investment
 
Post-Modification
Recorded
Investment
 
 
(Dollars in Thousands)
Commercial and industrial
 
9

 
$
5,281

 
$
5,281

 
13

 
$
7,359

 
$
7,284



Restructured loan modifications may include payment schedule modifications, interest rate concessions, maturity date extensions, principal reduction, or some combination of these concessions. During the three and six months ended June 30, 2020, and 2019, the modification of terms primarily consisted of payment schedule modifications or principal reductions.

There were two commercial and industrial loans for a total of $2.7 million and four owner-occupied commercial real estate loans for a total of $3.8 million modified in troubled debt restructurings during the previous 12 months which subsequently defaulted during the three and six months ended June 30, 2020. There were two commercial and industrial loans modified in a troubled debt restructuring during the previous 12 months which subsequently defaulted during the three and six months ended June 30, 2019 in the amount of $2.8 million.


21

The following represents additional information regarding the Corporation’s impaired loans and leases, including performing troubled debt restructurings, by class:
 
 
As of and for the Six Months Ended June 30, 2020
 
 
Recorded
Investment(1)
 
Unpaid
Principal
Balance
 
Impairment
Reserve
 
Average
Recorded
Investment(2)
 
Foregone
Interest
Income
 
Interest
Income
Recognized
 
Net
Foregone
Interest
Income
 
 
(In Thousands)
With no impairment reserve recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
$
3,856

 
$
3,856

 
$
—

 
$
4,577

 
$
86

 
$
72

 
$
14

Non-owner occupied
 
—

 
—

 
—

 
53

 
—

 
—

 
—

Land development
 
1,049

 
5,346

 
—

 
1,442

 
19

 
—

 
19

Construction
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Multi-family
 
—

 
—

 
—

 
—

 
—

 
—

 
—

1-4 family
 
382

 
387

 
—

 
433

 
21

 
70

 
(49
)
Commercial and industrial
 
5,328

 
7,273

 
—

 
14,291

 
550

 
316

 
234

Direct financing leases, net
 
—

 
—

 
—

 
4

 
—

 
—

 
—

Consumer and other:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Home equity and second mortgages
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other
 
127

 
794

 
—

 
137

 
22

 
—

 
22

Total
 
10,742

 
17,656

 
—

 
20,937

 
698

 
458

 
240

With impairment reserve recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
3,647

 
5,034

 
3,052

 
1,469

 
201

 
—

 
201

Non-owner occupied
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Land development
 
—

 
—

—

—

 
—

—

—

—

—

 
—

Construction
 
—

 
—

—

—

 
—

—

—

—

—

 
—

Multi-family
 
—

 
—

 
—

 
—

 
—

 
—

 
—

1-4 family
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Commercial and industrial
 
9,706

 
11,154

 
2,847

 
1,437

 
213

 
—

 
213

Direct financing leases, net
 
49

 
49

 
25

 
4

 
2

 
—

 
2

Consumer and other:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Home equity and second mortgages
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total
 
13,402

 
16,237

 
5,924

 
2,910

 
416

 
—

 
416

Total:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
7,503

 
8,890

 
3,052

 
6,046

 
287

 
72

 
215

Non-owner occupied
 
—

 
—

 
—

 
53

 
—

 
—

 
—

Land development
 
1,049

 
5,346

 
—

 
1,442

 
19

 
—

 
19

Construction
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Multi-family
 
—

 
—

 
—

 
—

 
—

 
—

 
—

1-4 family
 
382

 
387

 
—

 
433

 
21

 
70

 
(49
)
Commercial and industrial
 
15,034

 
18,427

 
2,847

 
15,728

 
763

 
316

 
447

Direct financing leases, net
 
49

 
49

 
25

 
8

 
2

 
—

 
2

Consumer and other:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Home equity and second mortgages
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other
 
127

 
794

 
—

 
137

 
22

 
—

 
22

Grand total
 
$
24,144

 
$
33,893

 
$
5,924

 
$
23,847

 
$
1,114

 
$
458

 
$
656

(1)
The recorded investment represents the unpaid principal balance net of any partial charge-offs.
(2)
Average recorded investment is calculated primarily using daily average balances.

22

 
 
As of and for the Year Ended December 31, 2019
 
 
Recorded
Investment(1)
 
Unpaid
Principal
Balance
 
Impairment
Reserve
 
Average
Recorded
Investment(2)
 
Foregone
Interest
Income
 
Interest
Income
Recognized
 
Net
Foregone
Interest
Income
 
 
(In Thousands)
With no impairment reserve recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Owner occupied
 
$
387

 
$
387

 
$
—

 
$
3,285

 
$
64

 
$
355

 
$
(291
)
   Non-owner occupied
 
—

 
—

 
—

 
58

 
1

 
—

 
1

   Land development
 
1,526

 
5,823

 
—

 
1,843

 
52

 
6

 
46

   Construction
 
—

 
—

 
—

 
—

 
—

 
—

 
—

   Multi-family
 
—

 
—

 
—

 
—

 
—

 
—

 
—

   1-4 family
 
473

 
478

 
—

 
356

 
19

 
46

 
(27
)
Commercial and industrial
 
4,779

 
6,549

 
—

 
14,479

 
1,073

 
379

 
694

Direct financing leases, net
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Consumer and other:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Home equity and second mortgages
 
—

 
—

 
—

 
—

 
—

 
7

 
(7
)
   Other
 
147

 
813

 
—

 
191

 
48

 
—

 
48

      Total
 
7,312

 
14,050

 
—

 
20,212

 
1,257

 
793

 
464

With impairment reserve recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Owner occupied
 
3,645

 
5,004

 
1,082

 
1,511

 
414

 
—

 
414

   Non-owner occupied
 
—

 
—

 
—

 
—

 
—

 
—

 
—

   Land development
 
—

 
—

 
—

 
—

 
—

 
—

 
—

   Construction
 
—

 
—

 
—

 
—

 
—

 
—

 
—

   Multi-family
 
—

 
—

 
—

 
—

 
—

 
—

 
—

   1-4 family
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Commercial and industrial
 
9,796

 
11,179

 
2,283

 
2,367

 
1,022

 
—

 
1,022

Direct financing leases, net
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Consumer and other:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Home equity and second mortgages
 
—

 
—

 
—

 
—

 
—

 
—

 
—

   Other
 
—

 
—

 
—

 
—

 
—

 
—

 
—

      Total
 
13,441

 
16,183

 
3,365

 
3,878

 
1,436

 
—

 
1,436

Total:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Owner occupied
 
4,032

 
5,391

 
1,082

 
4,796

 
478

 
355

 
123

   Non-owner occupied
 
—

 
—

 
—

 
58

 
1

 
—

 
1

   Land development
 
1,526

 
5,823

 
—

 
1,843

 
52

 
6

 
46

   Construction
 
—

 
—

 
—

 
—

 
—

 
—

 
—

   Multi-family
 
—

 
—

 
—

 
—

 
—

 
—

 
—

   1-4 family
 
473

 
478

 
—

 
356

 
19

 
46

 
(27
)
Commercial and industrial
 
14,575

 
17,728

 
2,283

 
16,846

 
2,095

 
379

 
1,716

Direct financing leases, net
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Consumer and other:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Home equity and second mortgages
 
—

 
—

 
—

 
—

 
—

 
7

 
(7
)
Other
 
147

 
813

 
—

 
191

 
48

 
—

 
48

      Grand total
 
$
20,753

 
$
30,233

 
$
3,365

 
$
24,090

 
$
2,693

 
$
793

 
$
1,900

(1)
The recorded investment represents the unpaid principal balance net of any partial charge-offs.
(2)
Average recorded investment is calculated primarily using daily average balances.

23

The difference between the recorded investment of loans and leases and the unpaid principal balance of $9.7 million and $9.5 million as of June 30, 2020, and December 31, 2019, respectively, represents partial charge-offs of loans and leases resulting from losses due to the appraised value of the collateral securing the loans and leases being below the carrying values of the loans and leases. Impaired loans and leases also included $49,000 and $140,000 of loans as of June 30, 2020, and December 31, 2019, respectively, that were performing troubled debt restructurings, and although not on non-accrual, were reported as impaired due to the concession in terms. When a loan is placed on non-accrual, interest accrual is discontinued and previously accrued but uncollected interest is deducted from interest income. Cash payments collected on non-accrual loans are first applied to such loan’s principal. Foregone interest represents the interest that was contractually due on the loan but not received or recorded. To the extent the amount of principal on a non-accrual loan is fully collected and additional cash is received, the Corporation will recognize interest income.
To determine the level and composition of the allowance for loan and lease losses, the Corporation categorizes the portfolio into segments with similar risk characteristics. First, the Corporation evaluates loans and leases for potential impairment classification. The Corporation analyzes each loan and lease determined to be impaired on an individual basis to determine a specific reserve based upon the estimated value of the underlying collateral for collateral-dependent loans, or alternatively, the present value of expected cash flows. The Corporation applies historical trends from established risk factors to each category of loans and leases that has not been individually evaluated for the purpose of establishing the general portion of the allowance.
A summary of the activity in the allowance for loan and lease losses by portfolio segment is as follows:
 
 
As of and for the Three Months Ended June 30, 2020
 
 
Commercial
Real Estate
 
Commercial
and
Industrial
 
Consumer
and Other
 
Total
 
 
(In Thousands)
Beginning balance
 
$
12,597

 
$
9,322

 
$
829

 
$
22,748

Charge-offs
 
(27
)
 
(784
)
 
(6
)
 
(817
)
Recoveries
 
2

 
62

 
—

 
64

Net charge-offs
 
(25
)
 
(722
)
 
(6
)
 
(753
)
Provision for loan and lease losses
 
3,866

 
1,579

 
24

 
5,469

Ending balance
 
$
16,438

 
$
10,179

 
$
847

 
$
27,464

 
 
As of and for the Three Months Ended June 30, 2019
 
 
Commercial
Real Estate
 
Commercial
and
Industrial
 
Consumer
and Other
 
Total
 
 
(In Thousands)
Beginning balance
 
$
11,205

 
$
8,485

 
$
759

 
$
20,449

Charge-offs
 
—

 
(13
)
 
(2
)
 
(15
)
Recoveries
 
72

 
72

 
25

 
169

Net recoveries
 
72

 
59

 
23

 
154

Provision for loan and lease losses
 
(8
)
 
(652
)
 
(124
)
 
(784
)
Ending balance
 
$
11,269

 
$
7,892

 
$
658

 
$
19,819


24

 
 
As of and for the Six Months Ended June 30, 2020
 
 
Commercial
Real Estate
 
Commercial
and
Industrial
 
Consumer
and Other
 
Total
 
 
(In Thousands)
Beginning balance
 
$
10,852

 
$
8,078

 
$
590

 
$
19,520

Charge-offs
 
(27
)
 
(909
)
 
(12
)
 
(948
)
Recoveries
 
3

 
238

 
—

 
241

Net charge-offs
 
(24
)
 
(671
)
 
(12
)
 
(707
)
Provision for loan and lease losses
 
5,610

 
2,772

 
269

 
8,651

Ending balance
 
$
16,438

 
$
10,179

 
$
847

 
$
27,464

 
 
As of and for the Six Months Ended June 30, 2019
 
 
Commercial
Real Estate
 
Commercial
and
Industrial
 
Consumer
and Other
 
Total
 
 
(In Thousands)
Beginning balance
 
$
11,662

 
$
8,079

 
$
684

 
$
20,425

Charge-offs
 
—

 
(61
)
 
(2
)
 
(63
)
Recoveries
 
73

 
92

 
28

 
193

Net recoveries
 
73

 
31

 
26

 
130

Provision for loan and lease losses
 
(466
)
 
(218
)
 
(52
)
 
(736
)
Ending balance
 
$
11,269

 
$
7,892

 
$
658

 
$
19,819


The following tables provide information regarding the allowance for loan and lease losses and balances by type of allowance methodology.
 
 
As of June 30, 2020
 
 
Commercial
Real Estate
 
Commercial
and
Industrial
 
Consumer
and Other
 
Total
 
 
(In Thousands)
Allowance for loan and lease losses:
 
 
 
 
 
 
 
 
Collectively evaluated for impairment
 
$
13,386

 
$
7,307

 
$
847

 
$
21,540

Individually evaluated for impairment
 
3,052

 
2,872

 
—

 
5,924

Total
 
$
16,438

 
$
10,179

 
$
847

 
$
27,464

Loans and lease receivables:
 
 
 
 
 
 
 
 
Collectively evaluated for impairment
 
$
1,213,264

 
$
791,681

 
$
36,316

 
$
2,041,261

Individually evaluated for impairment
 
8,934

 
15,083

 
127

 
24,144

Total
 
$
1,222,198

 
$
806,764

 
$
36,443

 
$
2,065,405


25

 
 
As of December 31, 2019
 
 
Commercial
Real Estate
 
Commercial
and
Industrial
 
Consumer
and Other
 
Total
 
 
(In Thousands)
Allowance for loan and lease losses:
 
 
 
 
 
 
 
 
Collectively evaluated for impairment
 
$
9,770

 
$
5,795

 
$
590

 
$
16,155

Individually evaluated for impairment
 
1,082

 
2,283

 
—

 
3,365

Total
 
$
10,852

 
$
8,078

 
$
590

 
$
19,520

Loans and lease receivables:
 
 
 
 
 
 
 
 
Collectively evaluated for impairment
 
$
1,148,070

 
$
517,030

 
$
29,523

 
$
1,694,623

Individually evaluated for impairment
 
6,031

 
14,575

 
147

 
20,753

Total
 
$
1,154,101

 
$
531,605

 
$
29,670

 
$
1,715,376




Note 7 — Leases
The Corporation leases various office spaces and specialty financing production offices under non-cancellable operating leases which expire on various dates through 2028. The Corporation also leases office equipment. The Corporation recognizes a right-of-use asset and an operating lease liability for all leases, with the exception of short-term leases. Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Lease expense for operating leases and short-term leases is recognized on a straight-line basis over the lease term.
The Corporation entered into a sublease for vacated office space which expires in 2023.
The components of total lease expense were as follows:
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
 
 
(In Thousands)
Operating lease cost
 
$
372

 
$
391

 
$
745

 
$
781

Short-term lease cost
 
126

 
101

 
253

 
238

Variable lease cost
 
48

 
74

 
122

 
142

Less: sublease income
 
(28
)
 
—

 
(56
)
 
—

Total lease cost, net
 
$
518

 
$
566

 
$
1,064

 
$
1,161



Quantitative information regarding the Corporation’s operating leases was as follows:
 
 
June 30, 2020
 
December 31, 2019
Weighted-average remaining lease term (in years)
 
5.87

 
6.56

Weighted-average discount rate
 
3.10
%
 
3.09
%


26

The following maturity analysis shows the undiscounted cash flows due on the Corporation’s operating leases liabilities:
(In Thousands)
 
2020
$
767

2021
1,382

2022
1,373

2023
1,015

2024
756

Thereafter
2,307

Total undiscounted cash flows
7,600

Discount on cash flows
(723
)
Total lease liability
$
6,877




Note 8 — Other Assets
A summary of accrued interest receivable and other assets was as follows:
 
 
June 30, 2020
 
December 31, 2019
 
 
(In Thousands)
Accrued interest receivable
 
$
7,207

 
$
5,760

Net deferred tax asset
 
5,436

 
5,353

Investment in historic development entities
 
2,345

 
2,216

Investment in a community development entity
 
5,316

 
5,571

Investment in limited partnerships
 
4,973

 
4,476

Investment in Trust II
 
315

 
315

Fair value of interest rate swaps
 
58,808

 
18,346

Prepaid expenses
 
2,227

 
2,285

Other assets
 
8,464

 
4,184

Total accrued interest receivable and other assets
 
$
95,091

 
$
48,506



Note 9 — Deposits
The composition of deposits is shown below. Average balances represent year to date averages.
 
 
June 30, 2020
 
December 31, 2019
 
 
Balance
 
Average
Balance
 
Average Rate
 
Balance
 
Average
Balance
 
Average Rate
 
 
(Dollars in Thousands)
Non-interest-bearing transaction accounts
 
$
433,760

 
$
365,771

 
—
%
 
$
293,573

 
$
275,495

 
—
%
Interest-bearing transaction accounts
 
413,214

 
320,188

 
0.59

 
273,909

 
222,244

 
1.53

Money market accounts
 
656,741

 
653,598

 
0.68

 
674,409

 
617,341

 
1.71

Certificates of deposit
 
116,901

 
128,791

 
2.14

 
137,012

 
156,048

 
2.47

Wholesale deposits
 
89,759

 
119,032

 
2.50

 
151,476

 
225,302

 
2.27

Total deposits
 
$
1,710,375

 
$
1,587,380

 
0.76

 
$
1,530,379

 
$
1,496,430

 
1.53





27

Note 10 — FHLB Advances, Other Borrowings and Junior Subordinated Notes
The composition of borrowed funds is shown below. Average balances represent year to date averages.
 
 
June 30, 2020
 
December 31, 2019
 
 
Balance
 
Weighted Average
Balance
 
Weighted
Average Rate
 
Balance
 
Weighted Average
Balance
 
Weighted
Average Rate
 
 
(Dollars in Thousands)
Federal funds purchased
 
$
—

 
$
143

 
0.69
%
 
$
—

 
$
59

 
2.45
%
Federal Reserve PPPLF
 
29,605

 
10,410

 
0.35

 
—

 
—

 
—

FHLB advances
 
411,000

 
367,604

 
1.55

 
295,000

 
286,464

 
2.17

Other borrowings
 
675

 
675

 
8.09

 
675

 
675

 
8.11

Subordinated notes payable(1)
 
23,727

 
23,715

 
5.95

 
23,707

 
24,502

 
7.45

Junior subordinated notes
 
10,054

 
10,050

 
11.04

 
10,047

 
10,040

 
11.08

 
 
$
475,061

 
$
412,597

 
2.01

 
$
329,429

 
$
321,740

 
2.87

 
 
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
 
$
202,500

 
 
 
 
 
$
118,500

 
 
 
 
Long-term borrowings
 
272,561

 
 
 
 
 
210,929

 
 
 
 
 
 
$
475,061

 
 
 
 
 
$
329,429

 
 
 
 

(1)
Weighted average rate of subordinated notes payable reflects the accelerated amortization of subordinated debt issuance costs as a result of the early redemption of a subordinated note during the third quarter of 2019.
During the three months ended June 30, 2020, the Corporation prepaid $59.5 million of short-term FHLB advances that had a weighted average interest rate of 2.34%. The transaction was accounted for as an early debt extinguishment resulting in a pre-tax loss of $744,000 during the three months ended June 30, 2020.

As of June 30, 2020 and December 31, 2019, the Corporation was in compliance with its debt covenants under its third-party secured senior line of credit. Per the promissory note dated February 19, 2020, the Corporation pays a fee on this line of credit. During the six months ended June 30, 2020 and 2019, the Corporation incurred interest expense due to this fee of $7,000 and $6,000, respectively.

Note 11 — Commitments and Contingencies
In the normal course of business, various legal proceedings involving the Corporation are pending. Management, based upon advice from legal counsel, does not anticipate any significant losses as a result of these actions. Management believes that any liability arising from any such proceedings currently existing or threatened will not have a material adverse effect on the Corporation’s financial position, results of operations, and cash flows.

The Corporation sells the guaranteed portions of SBA 7(a) loans, as well as participation interests in other, non-SBA originated, loans to third parties. The Corporation has a continuing involvement in each of the transferred lending arrangements by way of relationship management and servicing the loans, as well as being subject to normal and customary requirements of the SBA loan program and standard representations and warranties related to sold amounts. In the event of a loss resulting from default and a determination by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by the Corporation, the SBA may require the Corporation to repurchase the loan, deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of the principal loss related to the deficiency from the Corporation. The Corporation must comply with applicable SBA regulations in order to maintain the guaranty. In addition, the Corporation retains the option to repurchase the sold guaranteed portion of an SBA loan if the loan defaults.

Management has assessed estimated losses inherent in the outstanding guaranteed portions of SBA loans sold in accordance with ASC 450, Contingencies, and determined a recourse reserve based on the probability of future losses for these loans to be $1.0 million at June 30, 2020, which is reported in accrued interest payable and other liabilities on the unaudited Consolidated Balance Sheets.


28

The summary of the activity in the SBA recourse reserve is as follows:
 
 
As of and for the Three Months Ended June 30,
 
As of and for the Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
 
 
(In Thousands)
Balance at the beginning of the period
 
$
1,086

 
$
3,276

 
$
1,345

 
$
2,956

SBA recourse (benefit) provision
 
(30
)
 
113

 
(5
)
 
594

Charge-offs, net
 
(49
)
 
(1,321
)
 
(333
)
 
(1,482
)
Balance at the end of the period
 
$
1,007

 
$
2,068

 
$
1,007

 
$
2,068



Note 12 — Fair Value Disclosures
The Corporation determines the fair values of its financial instruments based on the fair value hierarchy established in ASC Topic 820, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received in an orderly transaction that is not a forced liquidation or distressed sale at the measurement date and is based on exit prices. Fair value includes assumptions about risk, such as nonperformance risk in liability fair values, and is a market-based measurement, not an entity-specific measurement. The standard describes three levels of inputs that may be used to measure fair value.
Level 1 — Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Corporation has the ability to access at the measurement date.

Level 2 — Level 2 inputs are inputs, other than quoted prices included with Level 1, that are observable for the asset or liability either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 — Level 3 inputs are supported by little or no market activity and are significant to the fair value of the assets or liabilities.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Corporation’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

29

Assets and liabilities measured at fair value on a recurring basis, segregated by fair value hierarchy level, are summarized below:
 
 
June 30, 2020
 
 
Fair Value Measurements Using
 
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
(In Thousands)
Assets:
 
 
 
 
 
 
 
 
Securities available-for-sale:
 
 
 
 
 
 
 
 
U.S. government agency securities - government-sponsored enterprises
 
$
—

 
$
21,970

 
$
—

 
$
21,970

Municipal securities
 
—

 
11,471

 
—

 
11,471

Residential mortgage-backed securities - government issued
 
—

 
12,883

 
—

 
12,883

Residential mortgage-backed securities - government-sponsored enterprises
 
—

 
104,089

 
—

 
104,089

Commercial mortgage-backed securities - government issued
 
—

 
6,366

 
—

 
6,366

Commercial mortgage-backed securities - government-sponsored enterprises
 
—

 
12,604

 
—

 
12,604

Other securities
 
—

 
2,297

 
—

 
2,297

Interest rate swaps
 
—

 
58,808

 
—

 
58,808

Liabilities:
 
 
 
 
 
 
 

Interest rate swaps
 
—

 
65,390

 
—

 
65,390

 
 
December 31, 2019
 
 
Fair Value Measurements Using
 
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
(In Thousands)
Assets:
 
 
 
 
 
 
 
 
Securities available-for-sale:
 
 
 
 
 
 
 
 
U.S. government agency securities - government-sponsored enterprises
 
$
—

 
$
23,758

 
$
—

 
$
23,758

Municipal securities
 
—

 
160

 
—

 
160

Residential mortgage-backed securities - government issued
 
—

 
16,348

 
—

 
16,348

Residential mortgage-backed securities - government-sponsored enterprises
 
—

 
112,002

 
—

 
112,002

Commercial mortgage-backed securities - government issued
 
—

 
6,663

 
—

 
6,663

Commercial mortgage-backed securities - government-sponsored enterprises
 
—

 
11,967

 
—

 
11,967

Other securities
 
—

 
2,235

 
—

 
2,235

Interest rate swaps
 
—

 
18,346

 
—

 
18,346

Liabilities:
 
 
 
 
 
 
 
 
Interest rate swaps
 
—

 
20,885

 
—

 
20,885



For assets and liabilities measured at fair value on a recurring basis, there were no transfers between the levels during the three and six months ended June 30, 2020 or the year ended December 31, 2019 related to the above measurements.

30

Assets and liabilities measured at fair value on a non-recurring basis, segregated by fair value hierarchy are summarized below:
 
 
June 30, 2020
 
 
Fair Value Measurements Using
 
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
(In Thousands)
Impaired loans
 
$
—

 
$
—

 
$
13,203

 
$
13,203

Foreclosed properties
 
—

 
—

 
1,389

 
1,389

Loan servicing rights
 
—

 
—

 
1,216

 
1,216


 
 
December 31, 2019
 
 
Fair Value Measurements Using
 
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
(In Thousands)
Impaired loans
 
$
—

 
$
—

 
$
15,699

 
$
15,699

Foreclosed properties
 
—

 
—

 
2,919

 
2,919

Loan servicing rights
 
—

 
—

 
1,195

 
1,195



Impaired loans were written down to the fair value of their underlying collateral less costs to sell of $13.2 million and $15.7 million at June 30, 2020 and December 31, 2019, respectively, through the establishment of specific reserves or by recording charge-offs when the carrying value exceeded the fair value of the underlying collateral of impaired loans. Valuation techniques consistent with the market approach, income approach, or cost approach were used to measure fair value. These techniques included observable inputs for the individual impaired loans being evaluated, such as current appraisals, recent sales of similar assets, or other observable market data, and unobservable inputs, typically when discounts are applied to appraisal values to adjust such values to current market conditions or to reflect net realizable values. The quantification of unobservable inputs for Level 3 impaired loan values range from 5% - 93% as of the measurement date of June 30, 2020. The weighted average of those unobservable inputs was 21%. The majority of the impaired loans are considered collateral dependent loans or are supported by a SBA guaranty.
Foreclosed properties, upon initial recognition, are remeasured and reported at fair value through a charge-off to the allowance for loan and lease losses, if deemed necessary, based upon the fair value of the foreclosed property. The fair value of a foreclosed property, upon initial recognition, is estimated using a market approach or based on observable market data, typically a current appraisal, or based upon assumptions specific to the individual property or equipment, such as management applied discounts used to further reduce values to a net realizable value when observable inputs become stale.
Loan servicing rights represent the asset retained upon sale of the guaranteed portion of certain SBA loans. When SBA loans are sold, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. The servicing rights are subsequently measured using the amortization method, which requires amortization into interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.
The Corporation periodically reviews this portfolio for impairment and engages a third-party valuation firm to assess the fair value of the overall servicing rights portfolio. Loan servicing rights do not trade in an active, open market with readily observable prices. While sales of loan servicing rights do occur, the precise terms and conditions typically are not readily available to allow for a “quoted price for similar assets” comparison. Accordingly, the Corporation utilizes an independent valuation from a third party which uses a discounted cash flow model to estimate the fair value of its loan servicing rights. The valuation model incorporates prepayment assumptions to project loan servicing rights cash flows based on the current interest rate scenario, which is then discounted to estimate an expected fair value of the loan servicing rights. The valuation model considers portfolio characteristics of the underlying serviced portion of the SBA loans and uses the following significant unobservable inputs: (1) constant prepayment rate (“CPR”) assumptions based on the SBA sold pools historical CPR as quoted in Bloomberg and (2) a discount rate. Due to the nature of the valuation inputs, loan servicing rights are classified in Level 3 of the fair value hierarchy.


31

Fair Value of Financial Instruments
The Corporation is required to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions, consistent with exit price concepts for fair value measurements, are set forth below:
 
 
June 30, 2020
 
 
Carrying
Amount
 
Fair Value
 
 
 
 
Total
 
Level 1
 
Level 2
 
Level 3
 
 
(In Thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
42,391

 
$
42,391

 
$
42,391

 
$
—

 
$
—

Securities available-for-sale
 
171,680

 
171,680

 
—

 
171,680

 
—

Securities held-to-maturity
 
29,826

 
30,887

 
—

 
30,887

 
—

Loans held for sale
 
13,672

 
14,902

 
—

 
14,902

 
—

Loans and lease receivables, net
 
2,029,399

 
2,027,279

 
—

 
—

 
2,027,279

Federal Home Loan Bank stock
 
13,470

 
N/A

 
N/A

 
N/A

 
N/A

Accrued interest receivable
 
7,207

 
7,207

 
7,207

 
—

 
—

Interest rate swaps
 
58,808

 
58,808

 
—

 
58,808

 
—

Financial liabilities:
 
 
 

 
 
 
 
 
 
Deposits
 
1,710,375

 
1,713,277

 
1,503,715

 
209,562

 
—

Federal Home Loan Bank advances and other borrowings
 
465,007

 
475,173

 
—

 
475,173

 
—

Junior subordinated notes
 
10,054

 
9,978

 
—

 
—

 
9,978

Accrued interest payable
 
2,012

 
2,012

 
2,012

 
—

 
—

Interest rate swaps
 
65,390

 
65,390

 
—

 
65,390

 
—

Off-balance sheet items:
 
 
 

 
 
 
 
 
 
Standby letters of credit
 
53

 
53

 
—

 
—

 
53

N/A = The fair value is not applicable due to restrictions placed on transferability


32

 
 
December 31, 2019
 
 
Carrying
Amount
 
Fair Value
 
 
 
 
Total
 
Level 1
 
Level 2
 
Level 3
 
 
(In Thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
67,102

 
$
67,102

 
$
61,202

 
$
5,900

 
$
—

Securities available-for-sale
 
173,133

 
173,133

 
—

 
173,133

 
—

Securities held-to-maturity
 
32,700

 
33,188

 
—

 
33,188

 
—

Loans held for sale
 
5,205

 
5,673

 
—

 
5,673

 
—

Loans and lease receivables, net
 
1,695,115

 
1,706,201

 
—

 
—

 
1,706,201

Federal Home Loan Bank stock
 
7,953

 
N/A

 
N/A

 
N/A

 
N/A

Accrued interest receivable
 
5,760

 
5,760

 
5,760

 
—

 
—

Interest rate swaps
 
18,346

 
18,346

 
—

 
18,346

 
—

Financial liabilities:
 
 
 
 
 
 
 
 
 
 
Deposits
 
1,530,379

 
1,532,517

 
1,241,891

 
290,626

 
—

Federal Home Loan Bank advances and other borrowings
 
319,382

 
319,507

 
—

 
319,507

 
—

Junior subordinated notes
 
10,047

 
9,970

 
—

 
—

 
9,970

Accrued interest payable
 
2,882

 
2,282

 
2,282

 
—

 
—

Interest rate swaps
 
20,885

 
20,885

 
—

 
20,885

 
—

Off-balance sheet items:
 
 
 
 
 
 
 
 
 
 
Standby letters of credit
 
63

 
63

 
—

 
—

 
63



N/A = The fair value is not applicable due to restrictions placed on transferability
Disclosure of fair value information about financial instruments, for which it is practicable to estimate that value, is required whether or not recognized in the unaudited Consolidated Balance Sheets. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Certain financial instruments and all non-financial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented do not necessarily represent the underlying value of the Corporation.
Securities: The fair value measurements of investment securities are determined by a third-party pricing service which considers observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, trade execution data, market consensus prepayment speeds, credit information, and the securities’ terms and conditions, among other things. The fair value measurements are subject to independent verification by another pricing source on a quarterly basis to review for reasonableness. Any significant differences in pricing are reviewed with appropriate members of management who have the relevant technical expertise to assess the results. The Corporation has determined that these valuations are classified in Level 2 of the fair value hierarchy. When the independent pricing service does not provide a fair value measurement for a particular security, the Corporation will estimate the fair value based on specific information about each security. Fair values derived in this manner are classified in Level 3 of the fair value hierarchy.

Loans Held for Sale: Loans held for sale, which consist of the guaranteed portions of SBA 7(a) loans, are carried at the lower of cost or estimated fair value. The estimated fair value is based on what secondary markets are currently offering for portfolios with similar characteristics.
Interest Rate Swaps: The carrying amount and fair value of existing derivative financial instruments are based upon independent valuation models, which use widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative contract. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Corporation incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the

33

respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Corporation considers the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Limitations: Fair value estimates are made at a discrete point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Corporation’s entire holding of a particular financial instrument. Because no market exists for a significant portion of the Corporation’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and are not considered in the estimates.

Note 13 — Derivative Financial Instruments
The Corporation offers interest rate swap products directly to qualified commercial borrowers. The Corporation economically hedges client derivative transactions by entering into offsetting interest rate swap contracts executed with a third party. Derivative transactions executed as part of this program are not considered hedging instruments and are marked-to-market through earnings each period. The derivative contracts have mirror-image terms, which results in the positions’ changes in fair value offsetting through earnings each period. The credit risk and risk of non-performance embedded in the fair value calculations is different between the dealer counterparties and the commercial borrowers which may result in a difference in the changes in the fair value of the mirror-image swaps. The Corporation incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the counterparty’s risk in the fair value measurements. When evaluating the fair value of its derivative contracts for the effects of non-performance and credit risk, the Corporation considered the impact of netting and any applicable credit enhancements such as collateral postings, thresholds, and guarantees.
At June 30, 2020, the aggregate amortizing notional value of interest rate swaps with various commercial borrowers was $467.1 million. The Corporation receives fixed rates and pays floating rates based upon LIBOR on the swaps with commercial borrowers. These interest rate swaps mature between March 2021 and May 2037. Commercial borrower swaps are completed independently with each borrower and are not subject to master netting arrangements. These commercial borrower swaps were reported on the unaudited Consolidated Balance Sheet as a derivative asset of $58.8 million, included in accrued interest receivable and other assets. As of June 30, 2020, no interest rate swaps were in default.
At June 30, 2020, the aggregate amortizing notional value of interest rate swaps with dealer counterparties was also $467.1 million. The Corporation pays fixed rates and receives floating rates based upon LIBOR on the swaps with dealer counterparties. These interest rate swaps mature in March 2021 through May 2037. Dealer counterparty swaps are subject to master netting agreements among the contracts within our Bank and are reported on the unaudited Consolidated Balance Sheet as a net derivative liability of $58.8 million, included in accrued interest payable and other liabilities. The gross amount of dealer counterparty swaps, without regard to the enforceable master netting agreement, was a gross derivative liability of $58.8 million and no gross derivative asset. No right of offset existed with dealer counterparty swaps as of June 30, 2020.

All changes in the fair value of these instruments are recorded in other non-interest income. Given the mirror-image terms of the outstanding derivative portfolio, the change in fair value for the three and six months ended June 30, 2020 and 2019 had an insignificant impact on the unaudited Consolidated Statements of Income.

The Corporation also enters into interest rate swaps to manage interest rate risk and reduce the cost of match-funding certain long-term fixed rate loans. These derivative contracts involve the receipt of floating rate interest from a counterparty in exchange for the Corporation making fixed-rate payments over the life of the agreement, without the exchange of the underlying notional value. The instruments are designated as cash flow hedges as the receipt of floating rate interest from the counterparty is used to manage interest rate risk associated with forecasted issuances of short-term FHLB advances. The change in the fair value of these hedging instruments is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged transactions affects earnings.

As of June 30, 2020, the aggregate notional value of interest rate swaps designated as cash flow hedges was $114.0 million. These interest rate swaps mature between December 2021 and December 2027. A pre-tax unrealized loss of $418,000 and $4.0

34

million was recognized in other comprehensive income for the three and six months ended June 30, 2020, respectively, and there was no ineffective portion of these hedges.
Information about the balance sheet location and fair value of the Corporation’s derivative instruments below:
 
 
Interest Rate Swap Contracts
 
 
Asset Derivatives
 
Liability Derivatives
 
 
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
 
 
(In Thousands)
Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
June 30, 2020
 
Accrued interest receivable and other assets
 
$
58,808

 
Accrued interest payable and other liabilities
 
$
58,808

December 31, 2019
 
Accrued interest receivable and other assets
 
$
18,346

 
Accrued interest payable and other liabilities
 
$
18,346

Derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
June 30, 2020
 
Accumulated other comprehensive income (1)
 
$
6,582

 
Accrued interest payable and other liabilities
 
$
6,582

December 31, 2019
 
Accumulated other comprehensive income (1)
 
$
2,539

 
Accrued interest payable and other liabilities
 
$
2,539


(1)
The fair value of derivatives designated as hedging instruments included in accumulated other comprehensive income represent pre-tax amounts, which are reported net of tax on the unaudited Consolidated Balance Sheets.

Note 14 — Regulatory Capital

The Corporation and the Bank are subject to various regulatory capital requirements administered by Federal and Wisconsin banking agencies. Failure to meet minimum capital requirements can result in certain mandatory, and possibly additional discretionary actions on the part of regulators, that if undertaken, could have a direct material effect on the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory practices. The Corporation’s and the Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. The Corporation regularly reviews and updates, when appropriate, its Capital and Liquidity Action Plan, which is designed to help ensure appropriate capital adequacy, to plan for future capital needs, and to ensure that the Corporation serves as a source of financial strength to the Bank. The Corporation’s and the Bank’s Boards of Directors and management teams adhere to the appropriate regulatory guidelines on decisions which affect their respective capital positions, including but not limited to, decisions relating to the payment of dividends and increasing indebtedness.
As a bank holding company, the Corporation’s ability to pay dividends is affected by the policies and enforcement powers of the Board of Governors of the Federal Reserve system (the “Federal Reserve”). Federal Reserve guidance urges financial institutions to strongly consider eliminating, deferring, or significantly reducing dividends if: (i) net income available to common stockholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividend; (ii) the prospective rate of earnings retention is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition; or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital ratios. Management intends, when appropriate under regulatory guidelines, to consult with the Federal Reserve Bank of Chicago and provide it with information on the Corporation’s then-current and prospective earnings and capital position in advance of declaring any cash dividends. As a Wisconsin corporation, the Corporation is subject to the limitations of the Wisconsin Business Corporation Law, which prohibit the Corporation from paying dividends if such payment would: (i) render the Corporation unable to pay its debts as they become due in the usual course of business, or (ii) result in the Corporation’s assets being less than the sum of its total liabilities plus the amount needed to satisfy the preferential rights upon dissolution of any stockholders with preferential rights superior to those stockholders receiving the dividend.

35

The Bank is also subject to certain legal, regulatory, and other restrictions on its ability to pay dividends to the Corporation. As a bank holding company, the payment of dividends by the Bank to the Corporation is one of the sources of funds the Corporation could use to pay dividends, if any, in the future and to make other payments. Future dividend decisions by the Bank and the Corporation will continue to be subject to compliance with various legal, regulatory, and other restrictions as defined from time to time.
Qualitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios of Total Common Equity Tier 1 and Tier 1 capital to risk-weighted assets and of Tier 1 capital to adjusted total assets. These risk-based capital requirements presently address credit risk related to both recorded and off-balance sheet commitments and obligations.
As of June 30, 2020, the Corporation’s capital levels exceeded the regulatory minimums and the Bank’s capital levels remained characterized as well capitalized under the regulatory framework. The following tables summarize both the Corporation’s and the Bank’s capital ratios and the ratios required by their federal regulators:

 
 
As of June 30, 2020
 
 
Actual
 
Minimum Required for Capital Adequacy Purposes
 
For Capital Adequacy Purposes Plus Capital Conservation Buffer
 
Minimum Required to Be Well
Capitalized Under Prompt Corrective Action Requirements
 
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
 
(Dollars in Thousands)
Total capital
(to risk-weighted assets)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
$
247,276

 
11.97
%
 
$
165,275

 
8.00
%
 
$
216,924

 
10.50
%
 
N/A

 
N/A

First Business Bank
 
238,138

 
11.60

 
164,225

 
8.00

 
215,545

 
10.50

 
205,281

 
10.00
%
Tier 1 capital
(to risk-weighted assets)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
$
197,692

 
9.57
%
 
$
123,956

 
6.00
%
 
$
175,605

 
8.50
%
 
N/A

 
N/A

First Business Bank
 
212,443

 
10.35

 
123,169

 
6.00

 
174,489

 
8.50

 
164,225

 
8.00

Common equity tier 1 capital
(to risk-weighted assets)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
$
187,638

 
9.08
%
 
$
92,967

 
4.50
%
 
$
144,616

 
7.00
%
 
N/A

 
N/A

First Business Bank
 
212,443

 
10.35

 
92,376

 
4.50

 
143,697

 
7.00

 
133,433

 
6.50

Tier 1 leverage capital
(to adjusted assets)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
$
197,692

 
8.29
%
 
$
95,431

 
4.00
%
 
$
95,431

 
4.00
%
 
N/A

 
N/A

First Business Bank
 
212,443

 
8.96

 
94,856

 
4.00

 
94,856

 
4.00

 
118,570

 
5.00



36

 
 
As of December 31, 2019
 
 
Actual
 
Minimum Required for Capital Adequacy Purposes
 
For Capital Adequacy Purposes Plus Capital Conservation Buffer
 
Minimum Required to Be Well
Capitalized Under Prompt Corrective Action Requirements
 
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
 
(Dollars in Thousands)
Total capital
(to risk-weighted assets)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
$
239,029

 
12.01
%
 
$
159,185

 
8.00
%
 
$
208,930

 
10.50
%
 
N/A

 
N/A

First Business Bank
 
233,181

 
11.79

 
158,177

 
8.00

 
207,607

 
10.50

 
197,721

 
10.00
%
Tier 1 capital
(to risk-weighted assets)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
$
194,456

 
9.77
%
 
$
119,388

 
6.00
%
 
$
169,134

 
8.50
%
 
N/A

 
N/A

First Business Bank
 
212,315

 
10.74

 
118,633

 
6.00

 
168,063

 
8.50

 
158,177

 
8.00

Common equity tier 1 capital
(to risk-weighted assets)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
$
184,409

 
9.27
%
 
$
89,541

 
4.50
%
 
$
139,286

 
7.00
%
 
N/A

 
N/A

First Business Bank
 
212,315

 
10.74

 
88,974

 
4.50

 
138,405

 
7.00

 
128,519

 
6.50

Tier 1 leverage capital
(to adjusted assets)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
$
194,456

 
9.27
%
 
$
83,950

 
4.00
%
 
$
83,950

 
4.00
%
 
N/A

 
N/A

First Business Bank
 
212,315

 
10.18

 
83,414

 
4.00

 
83,414

 
4.00

 
104,268

 
5.00



37

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
Unless otherwise indicated or unless the context requires otherwise, all references in this Report to the “Corporation,” “we,” “us,” “our,” or similar references mean First Business Financial Services, Inc. together with our subsidiary. “FBB” or the “Bank” refers to our subsidiary, First Business Bank.
Forward-Looking Statements
This report may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, which reflect our current views with respect to future events and financial performance. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results, or other developments. Forward-looking statements are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Such statements are subject to risks and uncertainties, including among other things:
•
Adverse changes in the economy or business conditions, either nationally or in our markets, including, without limitation, the adverse effects of the COVID-19 pandemic on the global, national, and local economy.
•
The effect of the COVID-19 pandemic on the Corporation’s credit quality, revenue, and business operations.
•
Competitive pressures among depository and other financial institutions nationally and in our markets.
•
Increases in defaults by borrowers and other delinquencies.
•
Our ability to manage growth effectively, including the successful expansion of our client support, administrative infrastructure, and internal management systems.
•
Fluctuations in interest rates and market prices.
•
The consequences of continued bank acquisitions and mergers in our markets, resulting in fewer but much larger and financially stronger competitors.
•
Changes in legislative or regulatory requirements applicable to us and our subsidiaries.
•
Changes in tax requirements, including tax rate changes, new tax laws, and revised tax law interpretations.
•
Fraud, including client and system failure or breaches of our network security, including our internet banking activities.
•
Failure to comply with the applicable SBA regulations in order to maintain the eligibility of the guaranteed portions of SBA loans.
These risks could cause actual results to differ materially from what we have anticipated or projected. These risk factors and uncertainties should be carefully considered by our stockholders and potential investors. See Part I, Item 1A — Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A — Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, for discussion relating to risk factors impacting us. Investors should not place undue reliance on any such forward-looking statements, which speak only as of the date made. The factors described within this Form 10-Q could affect our financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods.
Where any such forward-looking statement includes a statement of the assumptions or bases underlying such forward-looking statement, we caution that, while our management believes such assumptions or bases are reasonable and are made in good faith, assumed facts or bases can vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending on the circumstances. Where, in any forward-looking statement, an expectation or belief is expressed as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will be achieved or accomplished.
We do not intend to, and specifically disclaim any obligation to, update any forward-looking statements.
The following discussion and analysis is intended as a review of significant events and factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with the unaudited Consolidated Financial Statements and the Notes thereto presented in this Form 10-Q.


38

Overview
We are a registered bank holding company incorporated under the laws of the State of Wisconsin and are engaged in the commercial banking business through our wholly-owned banking subsidiary, FBB. All of our operations are conducted through the Bank and certain subsidiaries of FBB. We operate as a business bank focusing on delivering a full line of commercial banking products and services tailored to meet the specific needs of small and medium-sized businesses, business owners, executives, professionals, and high net worth individuals. Our products and services include those for business banking, private wealth, and bank consulting. Within business banking, we offer commercial lending, consumer and other lending, asset-based lending, accounts receivable financing, equipment financing, vendor financing, floorplan financing, SBA lending and servicing, treasury management services, and company retirement plans. Our private wealth services for executives and individuals include trust and estate administration, financial planning, investment management, and private banking. For other financial institutions, our bank consulting experts provide investment portfolio administrative services, asset liability management services, and asset liability management process validation. We do not utilize a branch network to attract retail clients. Our operating philosophy is predicated on deep client relationships fostered by local banking partners and specialized business lines where we provide skilled expertise, combined with the efficiency of centralized administrative functions such as information technology, loan and deposit operations, finance and accounting, credit administration, compliance, marketing, and human resources. Our focused model allows experienced staff to provide the level of financial expertise needed to develop and maintain long-term relationships with our clients.
Operational Summary

Results as of and for the three and six months ended June 30, 2020 include:

•
Net income totaled $3.3 million, or diluted earnings per share of $0.38, for the three months ended June 30, 2020, compared to $6.6 million, or diluted earnings per share of $0.75, for the same period in 2019. Net income totaled $6.6 million, or diluted earnings per share of $0.77, for the six months ended June 30, 2020, compared to $12.5 million, or diluted earnings per share of $1.43, for the same period in 2019.
•
During the second quarter of 2020, the Corporation disbursed $327.9 million in Paycheck Protection Program (“PPP”) loans and received processing fee income from the Small Business Administration (“SBA”) of $8.7 million. The processing fee income is deferred and recognized over the contractual life of the loan, or accelerated at forgiveness. During the second quarter of 2020, $859,000 was recognized in interest income.
•
Record pre-tax, pre-provision adjusted earnings, which excludes certain one-time and discrete items, totaled $9.8 million for the three months ended June 30, 2020, up 32.4% for the same period in 2019. Pre-tax, pre-provision adjusted return on average assets was 1.61% for the three months ended June 30, 2020, compared 1.46% for the same period in 2019. Pre-tax, pre-provision adjusted earnings totaled $17.3 million for the six months ended June 30, 2020, up 19.3% for the same period in 2019. Pre-tax, pre-provision adjusted return on average assets was 1.53% for the six months ended June 30, 2020, compared 1.46% for the same period in 2019.
•
Period-end gross loans and leases receivable were $2.057 billion as of June 30, 2020, up $342.2 million from December 31, 2019. Line of credit utilization was significantly impacted by PPP loan proceeds and was $212.6 million as of June 30, 2020, down from $281.4 million at December 31, 2019. Gross loans and leases receivable, excluding PPP loans and lines of credit, were $1.516 billion as of June 30, 2020, up 11.6% annualized, from December 31, 2019.
•
The allowance for loan and lease losses increased $7.9 million, or 40.7%, compared to December 31, 2019 primarily due to a $4.3 million and $2.1 million increase in the general and specific reserves, respectively, driven by the COVID-19 pandemic. The allowance for loan and lease losses increased to 1.33% of total loans, compared to1.14% at December 31, 2019. Excluding PPP loans, the allowance for loan and lease losses increased to 1.58% of total loans as of June 30, 2020.
•
Provision for loan and lease losses totaled $5.5 million for the three months ended June 30, 2020, compared to a provision benefit of $784,000 for the same period in 2019. Provision for loan and lease losses totaled $8.7 million for the six months ended June 30, 2020, compared to a provision benefit of $736,000 for the same period in 2019.
•
Robust liquidity position includes record in-market deposits of $1.621 billion, total deposits of $1.710 billion, and on-balance sheet liquidity of $611.6 million, defined as total short-term investments, unencumbered securities available-for-sale, and unencumbered pledged loans. In-market deposit balances were inflated due to PPP loan proceeds.
•
Net interest margin was 3.34% and 3.39% for the three and six months ended June 30, 2020, respectively, compared to 3.52% and 3.66% for the three and six months ended June 30, 2019, respectively. Adjusted net interest margin, which excludes certain one-time and discrete items, was 3.33% for the three and six months ended June 30, 2020, respectively, compared to 3.31% and 3.33% for the three and six months ended June 30, 2019, respectively.

39

•
Fees in lieu of interest, defined as prepayment fees, asset-based loan fees, non-accrual interest, and loan fee amortization, totaled $2.3 million and $3.1 million for the three and six months ended June 30, 2020, respectively, compared to $1.2 million and $3.5 million for the three and six months ended June 30, 2019, respectively.
•
Top line revenue, defined as net interest income plus non-interest income, totaled $25.2 million for the three months ended June 30, 2020, up 11.3% from the same period in 2019. Top line revenue totaled $48.7 million for the six months ended June 30, 2020, up 8.0% from the same period in 2019.
•
Non-interest income totaled $6.3 million, or 25.1% of total revenue, or the three months ended June 30, 2020, surpassing the Corporation’s goal of 25% for the fifth consecutive quarter. Non-interest income totaled $12.7 million, or 26.2% of total revenue, for the six months ended June 30, 2020.
•
Non-interest expense was $18.3 million and $34.5 million for the three and six months ended June 30, 2020, respectively, compared to $17.5 million and $35.2 million for the three and six months ended June 30, 2019, respectively. Operating expense, which excludes certain one-time and discrete items, totaled $15.4 million and $31.3 million for the three and six months ended June 30, 2020, respectively, compared to $15.3 million and $30.5 million for the three and six months ended June 30, 2019, respectively.
•
The Corporation incurred a $744,000 loss on the early extinguishment of $59.5 million in Federal Home Loan Bank (“FHLB”) term advances late in the second quarter of 2020, as the Corporation lowered wholesale funding costs and improved the Corporation’s funding position with the expectation of a low interest rate environment for an extended period of time.
•
The efficiency ratio improved to 61.22% and 64.36% for the three and six months ended June 30, 2020, respectively, down from 67.41% and 67.72% for the three and six months ended June 30, 2019, respectively.
•
Historic tax credit programs contributed $690,000, or $0.08 per share, during the three months ended June 30, 2020, compared to $446,000, or $0.05 per share for the same period in 2019.
COVID-19 Update
Business Continuity
The Corporation continues to strictly adhere to COVID-19 health and safety-related requirements and best practices across all of our locations. During the second quarter of 2020, employees slowly resumed business travel, as necessary, while business development efforts have continued to be somewhat negatively affected by limitations on in-person appointments.
Portions of the Corporation’s workforce started returning to the office, subject to local mandates and restrictions, on a rotating basis. Management will monitor the activity closely and adjust accordingly as the health and safety of our employees and clients remain our highest priority.
The Corporation had no furloughs or layoffs related to COVID-19 to date.
Paycheck Protection Program
During the second quarter of 2020, the Corporation processed over 700 applications from existing and new clients, disbursed $327.9 million in funds, and received processing fee income from the SBA of $8.7 million. The processing fee income is deferred and recognized over the contractual life of the loan, or accelerated at forgiveness, as an adjustment of yield using the interest method. During the second quarter of 2020, $859,000 was recognized in interest income. The SBA provides a guaranty to the lender of 100% of principal and interest, unless the lender violated an obligation under the agreement. As loan losses are expected to be immaterial, if any at all, due to the guaranty, management excluded the PPP loans from the allowance for loan and lease losses calculation. Management funded these short-term loans through a combination of excess cash held at the Federal Reserve and the increase in in-market deposits.

40

Liquidity Sources
Management has reviewed all primary and secondary sources of liquidity in preparation for any unforeseen funding needs due to the COVID-19 pandemic and prioritized based on available capacity, term flexibility, and cost. As of June 30, 2020, the Corporation had the following sources of liquidity, including the Corporation’s ability to participate in the Federal Reserve’s Paycheck Protection Program Liquidity Facility (“PPPLF”):
 
 
As of
 
 
June 30, 2020
 
 
(In Thousands)
Short-term investments
 
$
27,839

PPPLF availability
 
298,327

Collateral value of unencumbered pledged loans (FHLB borrowing availability)
 
178,587

Market value of unencumbered securities (Fed Discount Window and FHLB borrowing availability)
 
106,808

Total sources of liquidity
 
$
611,561

In addition to the above primary sources of liquidity, as of June 30, 2020, the Corporation also had access to $53.5 million in federal funds lines with various correspondent banks and significant experience accessing the highly liquid brokered certificate of deposit market.
Capital Strength
The Corporation’s capital ratios continued to exceed the highest required regulatory benchmark levels.
•
Total capital to risk-weighted assets at June 30, 2020, was 11.97%, tier 1 capital to risk-weighted assets was 9.57%, tier 1 leverage capital to adjusted average assets was 8.29%, and common equity tier 1 capital to risk-weighted assets was 9.08%. Tangible common equity to tangible assets was 7.56%. Excluding PPP loans, tier 1 leverage capital to adjusted average assets and tangible common equity to tangible assets were 9.19% and 8.72%, respectively.
•
Management suspended the Corporation’s stock repurchase program in March 2020 due to the uncertainty surrounding the COVID-19 pandemic. As of March 16, 2020, the Corporation had repurchased 141,137 shares of its common stock at a weighted average price of $24.62 per share, for a total value of $3.5 million. The Corporation has $1.5 million of buyback authority remaining.
•
As previously announced, during the second quarter of 2020, the Corporation’s Board of Directors declared a regular quarterly dividend of $0.165 per share. The dividend was paid on May 14, 2020 to stockholders of record at the close of business on May 4, 2020. Measured against second quarter 2020 diluted earnings per share of $0.38, the dividend represents a 43.4% payout ratio. The Board of Directors routinely considers dividend declarations as part of its normal course of business.

41

Deferral Requests
The Corporation provided loan modifications up to six months to certain borrowers impacted by COVID-19 who were current in their payments at the inception of the Corporation’s loan modification program. As of June 30, 2020, the Corporation had processed 448 deferral requests on loans totaling $323.2 million, or 18.6% of gross loans and leases. Loan deferrals of six months accounted for 60.2% of the total $323.2 million in deferral requests and the remaining balance were primarily for three months. Management anticipates the loan modifications may continue throughout 2020. The following tables represent a breakdown of the deferred loan balances by industry segment and collateral type:
 
 
As of
 
 
June 30, 2020
 
 
 
 
 
 
Collateral Type
Industries Description
 
Balance
 
% Deferred of Total Industry
 
Real Estate
 
Non Real Estate
 
 
(Dollars in Thousands)
Real Estate and Rental and Leasing
 
$
147,584

 
18.8
%
 
$
142,519

 
$
5,065

Accommodation and Food Services
 
52,468

 
52.7
%
 
49,198

 
3,270

Manufacturing
 
34,214

 
17.5
%
 
20,253

 
13,961

Health Care and Social Assistance
 
19,552

 
15.9
%
 
12,136

 
7,416

Transportation and Warehousing
 
19,402

 
21.3
%
 
422

 
18,980

Retail Trade
 
14,851

 
29.7
%
 
11,355

 
3,496

Information
 
11,228

 
64.1
%
 
2,430

 
8,798

Utilities
 
7,129

 
96.4
%
 
—

 
7,129

Construction
 
6,448

 
6.7
%
 
6,359

 
89

Wholesale Trade
 
5,695

 
5.7
%
 
569

 
5,126

Other Services (except Public Administration)
 
1,673

 
3.0
%
 
50

 
1,623

Professional, Scientific, and Technical Services
 
933

 
2.3
%
 
—

 
933

Administrative and Support and Waste Management and Remediation Services
 
831

 
9.9
%
 
728

 
103

Finance and Insurance
 
743

 
1.8
%
 
715

 
28

Arts, Entertainment, and Recreation
 
300

 
1.7
%
 
292

 
8

Agriculture, Forestry, Fishing and Hunting
 
165

 
1.3
%
 
—

 
165

Total deferred loan balances
 
$
323,216

 
 
 
$
247,026

 
$
76,190


The following table is a further breakdown of the deferred loan balances by certain credit quality indicators. Please refer to Note 6 — Loan and Lease Receivables, Impaired Loans and Leases and Allowance for Loan and Lease Losses for the risk category definitions.
 
 
As of
 
 
June 30, 2020
 
 
Category
 
 
 
 
I
 
II
 
III
 
Total
 
 
(Dollars in Thousands)
Total deferred loan balances
 
$
221,414

 
$
66,554

 
$
35,248

 
$
323,216

% of Total
 
68.5
%
 
20.6
%
 
10.9
%
 
100.0
%


42

The following table is a further breakdown of the deferred loan balances and collateral type for the Real Estate and Rental and Leasing industry:
 
 
As of
 
 
June 30, 2020
 
 
 
 
 
 
Collateral Type
Real Estate and Rental and Leasing Detail:
 
Balance
 
% Deferred of Sub-Industry
 
Real Estate
 
Non Real Estate
 
 
(Dollars in Thousands)
Office - Class A
 
$
23,204

 
15.3
%
 
$
23,204

 
$
—

Retail - Non-Credit Tenant - Shopping Center
 
22,657

 
73.5
%
 
22,657

 
—

Office - Class B
 
17,652

 
32.1
%
 
17,652

 
—

1-4 Family
 
16,887

 
64.5
%
 
16,887

 
—

Multi-Family - Market Rent
 
16,174

 
8.5
%
 
16,174

 
—

Retail - Non-Credit Tenant - Strip Center
 
11,389

 
59.7
%
 
11,389

 
—

Multi-Family - Student Housing
 
8,466

 
20.2
%
 
8,466

 
—

Retail - Non-Credit Tenant - Restaurant
 
6,621

 
64.9
%
 
6,621

 
—

Retail - Other
 
6,110

 
13.9
%
 
6,110

 
—

Retail - Non-Credit-Tenant - Big Box
 
5,629

 
100.0
%
 
5,629

 
—

Other
 
12,795

 
5.6
%
 
7,730

 
5,065

Total Real Estate and Rental and Leasing
 
$
147,584

 

 
$
142,519

 
$
5,065


The following table is a further breakdown of the deferred loan balances and collateral type for the Accommodation and Food Services industry:
 
 
As of
 
 
June 30, 2020
 
 
 
 
 
 
Collateral Type
Accommodation and Food Services Detail:
 
Balance
 
% Deferred of Sub-Industry
 
Real Estate
 
Non Real Estate
 
 
(Dollars in Thousands)
Hotel - Flag
 
$
43,011

 
63.1
%
 
$
43,011

 
$
—

Hotel - No Flag
 
1,862

 
46.0
%
 
1,862

 
—

Other
 
5,594

 
22.7
%
 
2,324

 
3,270

Retail - Restaurant/Bar
 
2,001

 
13.0
%
 
2,001

 
—

Total Accommodation and Food Service
 
$
52,468

 

 
$
49,198

 
$
3,270


Exposure to Stressed Industries
Certain industries are widely expected to be particularly impacted by social distancing, quarantines, and the economic impact of the COVID-19 pandemic, such as the following:
 
 
As of
 
 
June 30, 2020
Industries:
 
Balance
 
% Gross Loans and Leases (1)
 
 
(Dollars in Thousands)
Retail (2)
 
$
70,028

 
4.0
%
Hospitality
 
73,502

 
4.2
%
Entertainment
 
16,675

 
1.0
%
Restaurants & food service
 
24,884

 
1.4
%
Total outstanding exposure
 
$
185,089

 
10.7
%
(1)
Excluding PPP loans.
(2)
Includes $51.7 million in loans secured by commercial real estate.

43


As of June 30, 2020, the Corporation had no meaningful direct exposure to the energy sector, airline industry or retail consumer, and does not participate in shared national credits.
Because of the significant uncertainties related to the ultimate duration of the COVID-19 pandemic and its effects on our clients and prospects, and on the national and local economy as a whole, there can be no assurances as to how the crisis may ultimately affect the Corporation’s loan portfolio.

Results of Operations
Top Line Revenue
Top line revenue, comprised of net interest income and non-interest income, increased 11.3% for the three months ended June 30, 2020 compared to the same period in the prior year primarily due to an increase in fees in lieu of interest and a reduction in interest rate paid on deposits, partially offset by lower loan yields. Top line revenue increased 8.0% for the six months ended June 30, 2020 compared to the same period in the prior year primarily due to an increase in commercial loan interest rate swap fee income and a reduction in interest rates paid on deposits, partially offset by lower loan yields and a reduction in fees in lieu of interest.
The components of top line revenue were as follows:
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2020
 
2019
 
$ Change
 
% Change
 
2020
 
2019
 
$ Change
 
% Change
 
 
(Dollars in Thousands)
Net interest income
 
$
18,888

 
$
16,852

 
$
2,036

 
12.1
%
 
$
35,937

 
$
34,606

 
$
1,331

 
3.8
%
Non-interest income
 
6,319

 
5,805

 
514

 
8.9

 
12,733

 
10,443

 
2,290

 
21.9

Top line revenue
 
$
25,207

 
$
22,657

 
$
2,550

 
11.3

 
$
48,670

 
$
45,049

 
$
3,621

 
8.0

Annualized Return on Average Assets and Annualized Return on Average Equity
ROAA for the three months ended June 30, 2020 decreased to 0.55% compared to 1.30% for the three months ended June 30, 2019. ROAA for the six months ended June 30, 2020 decreased to 0.58% compared to 1.25% for the six months ended June 30, 2019. The decrease in ROAA was primarily due to an increase in the provision for loan and lease losses related to the COVID-19 pandemic. This reduction in profitability was partially offset by an increase in commercial loan interest rate swap fee income, a decrease in SBA recourse provision, an overall decrease in operating expenses, and net interest income improvement mainly due to lower rates paid on deposits. We consider ROAA a critical metric to measure the profitability of our organization and how efficiently our assets are deployed. ROAA also allows us to better benchmark our profitability to our peers without the need to consider different degrees of leverage which can ultimately influence return on equity measures.
ROAE for the three months ended June 30, 2020 was 6.70% compared to 14.09% for the three months ended June 30, 2019. ROAE for the six months ended June 30, 2020 was 6.92% compared to 13.89% for the six months ended June 30, 2019. The reasons for the decrease in ROAE are consistent with the explanations discussed above with respect to ROAA. We view ROAE as an important measurement for monitoring profitability and continue to focus on improving our return to our shareholders by enhancing the overall profitability of our client relationships, controlling our expenses, and minimizing our costs of credit.
Efficiency Ratio
Efficiency ratio is a non-GAAP measure representing non-interest expense excluding the effects of the SBA recourse provision, impairment of tax credit investments, losses on foreclosed properties, amortization of other intangible assets, losses on early extinguishment of debt, and other discrete items, if any, divided by operating revenue, which is equal to net interest income plus non-interest income less realized gains or losses on securities, if any.
The efficiency ratio was 61.22% and 64.36% for the three and six months ended June 30, 2020 compared to 67.41% and 67.72% for the three and six months ended June 30, 2019. Operating revenue growth outpaced the change in operating expense for the three and six months ended June 30, 2020, resulting in positive operating leverage. Results for the three and six months ended June 30, 2020 have benefited from PPP interest income, PPP loan processing fee recognition, and below average business-related expenses due to the COVID-19 pandemic. For the three months ended June 30, 2020 compared to the three

44

months ended June 30, 2019, operating revenue increased 11.2% while operating expense increased 1.0%. Similarly, for the six months ended June 30, 2020 compared to the six months ended June 30, 2019, operating revenue increased 8.0% while operating expense increased 2.7%. We believe we will continue to generate modest positive operating leverage and progress towards enhancing our long-term efficiency ratio at a measured pace as we focus on strategic initiatives directed toward revenue growth; although this growth may be muted somewhat by the current health crisis and its effect on the economy. These initiatives include efforts to expand our specialty finance lines of business, increase our commercial banking market share, and scale our private wealth management business in less mature markets.
We believe the efficiency ratio allows investors and analysts to better assess the Corporation’s operating expenses in relation to its top line revenue by removing the volatility that is associated with certain non-recurring and other discrete items. The efficiency ratio also allows management to benchmark performance of our model to our peers without the influence of the loan loss provision and tax considerations, which will ultimately influence other traditional financial measurements, including ROAA and ROAE. The information provided below reconciles the efficiency ratio to its most comparable GAAP measure.
Please refer to the Non-Interest Income and Non-Interest Expense sections below for discussion on additional drivers of the year-over-year change in the efficiency ratio.
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2020
 
2019
 
$ Change
 
% Change
 
2020
 
2019
 
$ Change
 
% Change
 
 
(Dollars in Thousands)
Total non-interest expense
 
$
18,343

 
$
17,464

 
$
879

 
5.0
 %
 
$
34,488

 
$
35,206

 
$
(718
)
 
(2.0
)%
Less:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss (gain) on foreclosed properties
 
348

 
(21
)
 
369

 
NM

 
450

 
(21
)
 
471

 
NM

Amortization of other intangible assets
 
9

 
11

 
(2
)
 
(18.2
)
 
18

 
21

 
(3
)
 
(14.3
)
SBA recourse (benefit) provision
 
(30
)
 
113

 
(143
)
 
NM

 
(5
)
 
594

 
(599
)
 
NM

Tax credit investment impairment
 
1,841

 
2,088

 
(247
)
 
(11.8
)
 
1,954

 
4,102


(2,148
)
 
(52.4
)
Loss on early extinguishment of debt
 
744

 
—

 
744

 
NM

 
744

 
—

 
744

 
NM

Total operating expense
 
$
15,431

 
$
15,273

 
$
158

 
1.0

 
$
31,327

 
$
30,510

 
$
817

 
2.7

Net interest income
 
18,888

 
16,852

 
2,036

 
12.1

 
$
35,937

 
$
34,606

 
$
1,331

 
3.8

Total non-interest income
 
6,319

 
5,805

 
514

 
8.9

 
12,733

 
10,443

 
2,290

 
21.9

Less:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss on sale of securities
 
—

 
(1
)
 
1

 
NM

 
(4
)
 
(1
)
 
(3
)
 
NM

Total operating revenue
 
$
25,207

 
$
22,658

 
$
2,549

 
11.2

 
$
48,674

 
$
45,050

 
$
3,624

 
8.0

Pre-tax, pre-provision adjusted earnings
 
$
9,776

 
$
7,385

 
$
2,391

 
32.4

 
$
17,347

 
$
14,540

 
$
2,807

 
19.3

Efficiency ratio
 
61.22
%
 
67.41
%
 


 


 
64.36
%
 
67.72
%
 


 

NM = Not Meaningful

Net Interest Income

Net interest income levels depend on the amount of and yield on interest-earning assets as compared to the amount of and rate paid on interest-bearing liabilities. Net interest income is sensitive to changes in market rates of interest and the asset/liability management processes to prepare for and respond to such changes.

The following table provides information with respect to (1) the change in net interest income attributable to changes in rate (changes in rate multiplied by prior volume) and (2) the change in net interest income attributable to changes in volume (changes in volume multiplied by prior rate) for the three and six months ended June 30, 2020 compared to the same period in 2019. The change in net interest income attributable to changes in rate and volume (changes in rate multiplied by changes in

45

volume) has been allocated to the rate and volume changes in proportion to the relationship of the absolute dollar amounts of the change in each.
 
 
Increase (Decrease) for the Three Months Ended June 30,
 
Increase (Decrease) for the Six Months Ended June 30,
 
 
2020 Compared to 2019
 
2020 Compared to 2019
 
 
Rate
 
Volume
 
Net
 
Rate
 
Volume
 
Net
 
 
(In Thousands)
Interest-earning assets
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate and other mortgage loans(1)
 
$
(2,972
)
 
$
667

 
$
(2,305
)
 
$
(4,654
)
 
$
1,183

 
$
(3,471
)
Commercial and industrial loans(1)
 
(3,364
)
 
3,234

 
(130
)
 
(5,495
)
 
4,384

 
(1,111
)
Direct financing leases(1)
 
122

 
(51
)
 
71

 
(64
)
 
(84
)
 
(148
)
Consumer and other loans(1)
 
(55
)
 
63

 
8

 
(83
)
 
99

 
16

Total loans and leases receivable
 
(6,269
)
 
3,913

 
(2,356
)
 
(10,296
)
 
5,582

 
(4,714
)
Mortgage-related securities
 
(186
)
 
74

 
(112
)
 
(267
)
 
277

 
10

Other investment securities
 
(1
)
 
8

 
7

 
7

 
(29
)
 
(22
)
FHLB and FRB Stock
 
(9
)
 
50

 
41

 
83

 
73

 
156

Short-term investments
 
(223
)
 
95

 
(128
)
 
(422
)
 
135

 
(287
)
Total net change in income on interest-earning assets
 
(6,688
)
 
4,140

 
(2,548
)
 
(10,895
)
 
6,038

 
(4,857
)
Interest-bearing liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Transaction accounts
 
(1,075
)
 
377

 
(698
)
 
(1,508
)
 
586

 
(922
)
Money market accounts
 
(2,680
)
 
198

 
(2,482
)
 
(3,791
)
 
655

 
(3,136
)
Certificates of deposit
 
(170
)
 
(228
)
 
(398
)
 
(231
)
 
(375
)
 
(606
)
Wholesale deposits
 
114

 
(870
)
 
(756
)
 
359

 
(1,709
)
 
(1,350
)
Total deposits
 
(3,811
)
 
(523
)
 
(4,334
)
 
(5,171
)
 
(843
)
 
(6,014
)
FHLB advances
 
(3,062
)
 
2,834

 
(228
)
 
(1,039
)
 
926

 
(113
)
Federal reserve PPP lending facility
 
—

 
18

 
18

 
—

 
18

 
18

Other borrowings
 
(44
)
 
4

 
(40
)
 
(85
)
 
3

 
(82
)
Junior subordinated notes
 
—

 
—

 
—

 
2

 
1

 
3

Total net change in expense on interest-bearing liabilities
 
(6,917
)
 
2,333

 
(4,584
)
 
(6,293
)
 
105

 
(6,188
)
Net change in net interest income
 
$
229

 
$
1,807

 
$
2,036

 
$
(4,602
)
 
$
5,933

 
$
1,331

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



46

The table below shows our average balances, interest, average yields/rates, net interest margin, and the spread between the combined average yields earned on interest-earning assets and average rates on interest-bearing liabilities for the three and six months ended June 30, 2020 and 2019. The average balances are derived from average daily balances.
 
 
For the Three Months Ended June 30,
 
 
2020
 
2019
 
 
Average
Balance
 
Interest
 
Average
Yield/Rate(4)
 
Average
Balance
 
Interest
 
Average
Yield/Rate(4)
 
 
(Dollars in Thousands)
Interest-earning assets
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate and other mortgage loans(1)
 
$
1,192,530

 
$
12,450

 
4.18
%
 
$
1,139,036

 
$
14,755

 
5.18
%
Commercial and industrial loans(1)
 
726,862

 
8,347

 
4.59

 
493,093

 
8,477

 
6.88

Direct financing leases(1)
 
27,115

 
395

 
5.83

 
31,610

 
324

 
4.10

Consumer and other loans(1)
 
36,614

 
356

 
3.89

 
30,555

 
348

 
4.56

Total loans and leases receivable(1)
 
1,983,121

 
21,548

 
4.35

 
1,694,294

 
23,904

 
5.64

Mortgage-related securities(2)
 
174,113

 
912

 
2.10

 
161,827

 
1,024

 
2.53

Other investment securities(3)
 
30,194

 
158

 
2.09

 
28,723

 
151

 
2.10

FHLB and FRB stock
 
10,301

 
127

 
4.93

 
6,875

 
86

 
5.00

Short-term investments
 
61,030

 
16

 
0.10

 
22,570

 
144

 
2.55

Total interest-earning assets
 
2,258,759

 
22,761

 
4.03

 
1,914,289

 
25,309

 
5.29

Non-interest-earning assets
 
167,008

 
 
 
 
 
110,516

 
 
 
 
Total assets
 
$
2,425,767

 
 
 
 
 
$
2,024,805

 
 
 
 
Interest-bearing liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Transaction accounts
 
$
368,844

 
291

 
0.32

 
$
234,241

 
989

 
1.69

Money market accounts
 
637,714

 
368

 
0.23

 
593,431

 
2,850

 
1.92

Certificates of deposit
 
123,581

 
627

 
2.03

 
164,537

 
1,025

 
2.49

Wholesale deposits
 
105,597

 
638

 
2.42

 
251,060

 
1,394

 
2.22

Total interest-bearing deposits
 
1,235,736

 
1,924

 
0.62

 
1,243,269

 
6,258

 
2.01

FHLB advances
 
409,281

 
1,283

 
1.25

 
266,137

 
1,511

 
2.27

Federal reserve PPPLF
 
20,821

 
18

 
0.35

 
—

 
—

 
—

Other borrowings
 
24,681

 
371

 
6.01

 
24,463

 
411

 
6.72

Junior subordinated notes
 
10,052

 
277

 
11.02

 
10,038

 
277

 
11.04

Total interest-bearing liabilities
 
1,700,571

 
3,873

 
0.91

 
1,543,907

 
8,457

 
2.19

Non-interest-bearing demand deposit accounts
 
440,413

 
 
 
 
 
254,177

 
 
 
 
Other non-interest-bearing liabilities
 
86,504

 
 
 
 
 
40,110

 
 
 
 
Total liabilities
 
2,227,488

 
 
 
 
 
1,838,194

 
 
 
 
Stockholders’ equity
 
198,279

 
 
 
 
 
186,611

 
 
 
 
Total liabilities and stockholders’ equity
 
$
2,425,767

 
 
 
 
 
$
2,024,805

 
 
 
 
Net interest income
 
 
 
$
18,888

 
 
 
 
 
$
16,852

 
 
Interest rate spread
 
 
 
 
 
3.12
%
 
 
 
 
 
3.10
%
Net interest-earning assets
 
$
558,188

 
 
 
 
 
$
370,382

 
 
 
 
Net interest margin
 
 
 
 
 
3.34
%
 
 
 
 
 
3.52
%
Average interest-earning assets to average interest-bearing liabilities
 
132.82
%
 
 
 
 
 
123.99
%
 
 
 
 
Return on average assets(4)
 
0.55

 
 
 
 
 
1.30

 
 
 
 
Return on average equity(4)
 
6.70

 
 
 
 
 
14.09

 
 
 
 
Average equity to average assets
 
8.17

 
 
 
 
 
9.22

 
 
 
 
Non-interest expense to average assets(4)
 
3.02

 
 
 
 
 
3.45

 
 
 
 
(1)
The average balances of loans and leases include non-accrual loans and leases and loans held for sale. Interest income related to non-accrual loans and leases is recognized when collected. Interest income includes net loan fees collected in lieu of interest.
(2)
Includes amortized cost basis of assets available-for-sale and held-to-maturity.
(3)
Yields on tax-exempt municipal securities are not presented on a tax-equivalent basis in this table.
(4)
Represents annualized yields/rates.

47


 
 
For the Six Months Ended June 30,
 
 
2020
 
2019
 
 
Average
Balance
 
Interest
 
Average
Yield/Rate(4)
 
Average
Balance
 
Interest
 
Average
Yield/Rate(4)
 
 
(Dollars in Thousands)
Interest-earning assets
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate and other mortgage loans(1)
 
$
1,173,251

 
$
25,973

 
4.43
%
 
$
1,126,449

 
$
29,444

 
5.23
%
Commercial and industrial loans(1)
 
621,399

 
16,204

 
5.22

 
479,644

 
17,315

 
7.22

Direct financing leases(1)
 
27,538

 
503

 
3.65

 
31,927

 
651

 
4.08

Consumer and other loans(1)
 
36,244

 
717

 
3.96

 
31,491

 
701

 
4.45

Total loans and leases receivable(1)
 
1,858,432

 
43,397

 
4.67

 
1,669,511

 
48,111

 
5.76

Mortgage-related securities(2)
 
177,352

 
1,973

 
2.22

 
153,981

 
1,963

 
2.55

Other investment securities(3)
 
26,737

 
285

 
2.13

 
29,423

 
307

 
2.09

FHLB and FRB stock
 
9,407

 
331

 
7.04

 
6,965

 
175

 
5.03

Short-term investments
 
48,396

 
146

 
0.60

 
33,818

 
433

 
2.56

Total interest-earning assets
 
2,120,324

 
46,132

 
4.35

 
1,893,698

 
50,989

 
5.39

Non-interest-earning assets
 
144,991

 
 
 
 
 
103,196

 
 
 
 
Total assets
 
$
2,265,315

 
 
 
 
 
$
1,996,894

 
 
 
 
Interest-bearing liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Transaction accounts
 
$
320,188

 
938

 
0.59

 
$
224,873

 
1,860

 
1.65

Money market accounts
 
653,598

 
2,237

 
0.68

 
574,666

 
5,373

 
1.87

Certificates of deposit
 
128,791

 
1,377

 
2.14

 
162,082

 
1,983

 
2.45

Wholesale deposits
 
119,032

 
1,488

 
2.50

 
259,379

 
2,838

 
2.19

Total interest-bearing deposits
 
1,221,609

 
6,040

 
0.99

 
1,221,000

 
12,054

 
1.97

FHLB advances
 
367,604

 
2,842

 
1.55

 
267,058

 
2,955

 
2.21

Federal reserve PPPLF
 
10,410

 
18

 
0.35

 
—

 
—

 
—

Other borrowings
 
24,533

 
740

 
6.03

 
24,456

 
822

 
6.72

Junior subordinated notes
 
10,050

 
555

 
11.04

 
10,036

 
552

 
11.00

Total interest-bearing liabilities
 
1,634,206

 
10,195

 
1.25

 
1,522,550

 
16,383

 
2.15

Non-interest-bearing demand deposit accounts
 
365,771

 
 
 
 
 
255,691

 
 
 
 
Other non-interest-bearing liabilities
 
74,436

 
 
 
 
 
39,017

 
 
 
 
Total liabilities
 
2,074,413

 
 
 
 
 
1,817,258

 
 
 
 
Stockholders’ equity
 
190,902

 
 
 
 
 
179,636

 
 
 
 
Total liabilities and stockholders’ equity
 
$
2,265,315

 
 
 
 
 
$
1,996,894

 
 
 
 
Net interest income
 
 
 
$
35,937

 
 
 
 
 
$
34,606

 
 
Interest rate spread
 
 
 
 
 
3.10
%
 
 
 
 
 
3.23
%
Net interest-earning assets
 
$
486,118

 
 
 
 
 
$
371,148

 
 
 
 
Net interest margin
 
 
 
 
 
3.39
%
 
 
 
 
 
3.66
%
Average interest-earning assets to average interest-bearing liabilities
 
129.75
%
 
 
 
 
 
124.38
%
 
 
 
 
Return on average assets(4)
 
0.58

 
 
 
 
 
1.25

 
 
 
 
Return on average equity(4)
 
6.92

 
 
 
 
 
13.89

 
 
 
 
Average equity to average assets
 
8.43

 
 
 
 
 
9.00

 
 
 
 
Non-interest expense to average assets
 
3.04

 
 
 
 
 
3.53

 
 
 
 

(1)
The average balances of loans and leases include non-accrual loans and leases and loans held for sale. Interest income related to non-accrual loans and leases is recognized when collected. Interest income includes net loan fees collected in lieu of interest.
(2)
Includes amortized cost basis of assets available-for-sale and held-to-maturity.
(3)
Yields on tax-exempt municipal securities are not presented on a tax-equivalent basis in this table.
(4)
Represents annualized yields/rates.

48


Comparison of Net Interest Income for the Three and Six Months Ended June 30, 2020 and 2019

Net interest income increased $2.0 million, or 12.1%, during the three months ended June 30, 2020 compared to the three months ended June 30, 2019. The increase in net interest income reflected a reduction in the rate paid on deposits, interest income received from PPP loans, and an increase in fees collected in lieu of interest, partially offset by a decrease in the yield on loans and leases. Fees in lieu of interest, which can vary from quarter to quarter, totaled $2.3 million, compared to $1.2 million. Excluding fees in lieu of interest, interest income from PPP loans, and interest expense from Federal Reserve PPPLF advances, net interest income increased $364,000, or 2.3%. Average gross loans and leases for the three months ended June 30, 2020 increased $288.8 million, or 17.0%, compared to the three months ended June 30, 2019. Excluding PPP loans and lines of credit, average gross loans and leases for the three months ended June 30, 2020 increased $113.0 million, or 8.1%, compared to the three months ended June 30, 2019. Net interest income for the six months ended June 30, 2020 increased $1.3 million, or 3.8%, compared to the six months ended June 30, 2019. The increase in net interest income reflected a reduction in the rate paid on deposits and interest income received from PPP loans, partially offset by lower loan yields and a decrease in fees collected in lieu of interest. Fees in lieu of interest totaled $3.1 million for the six months ended June 30, 2020 compared to $3.5 million in the prior year period. Excluding fees in lieu of interest, interest income from PPP loans, and interest expense from Federal Reserve PPPLF advances, net interest income for the six months ended June 30, 2020 increased $1.2 million, or 3.9%. Average gross loans and leases for the six months ended June 30, 2020 increased $188.9 million, or 11.3%, compared to the six months ended June 30, 2019. Excluding PPP loans and lines of credit, average gross loans and leases for the six months ended June 30, 2020 increased $107.8 million, or 15.6% annualized, compared to the six months ended June 30, 2019.
The yield on average loans and leases for the three and six months ended June 30, 2020 declined to 4.35% and 4.67%, respectively, compared to 5.64% and 5.76% for the three and six months ended June 30, 2019, respectively. Both periods were impacted by fees collected in lieu of interest and the current period was impacted by PPP loan interest income. Without the impact of these fees and PPP loan interest income, the yield on average loans and leases excluding PPP loans for the three and six months ended June 30, 2020 was 4.33% and 4.59%, respectively, compared to 5.36% and 5.34% for the three and six months ended, June 30, 2019, respectively. Similarly, the yield on average interest-earning assets for the three and six months ended June 30, 2020 measured 4.03% and 4.35%, respectively, compared to 5.29% and 5.39% for the three and six months ended June 30, 2019, respectively. Excluding fees collected in lieu of interest and PPP loan interest income, the yield on average interest-earning assets excluding PPP loans for the three and six months ended June 30, 2020 was 3.97% and 4.26%, respectively, compared to 5.03% and 5.01% for the three and six months ended June 30, 2019, reflecting a decrease in LIBOR and Prime.
The average rate paid on total interest-bearing liabilities for the three and six months ended June 30, 2020 decreased to 0.91% and 1.25%, respectively, compared to 2.19% and 2.15% for the three and six months ended June 30, 2019, respectively. Total interest-bearing liabilities include interest-bearing deposits, federal funds purchased, FHLB advances, Federal Reserve PPPLF advances, subordinated and junior subordinated notes payable, and other borrowings.
The average rate paid on total in-market deposits — comprised of all transaction accounts, money market accounts, and non-wholesale deposits — for the three and six months ended June 30, 2020 decreased to 0.33% and 0.62%, respectively, down from 1.56% and 1.51%, for the three and six months ended June 30, 2019, respectively. The average rate paid on total in-market deposits declined as the Corporation decreased deposit rates in response to the Federal Open Market Committee’s (“FOMC”) decision to decrease the target federal funds rate 225 basis points from July 2019 to June 2020. The average target federal funds rate decreased 234 basis points.
Consistent with the Corporation’s longstanding funding strategy to manage interest rate risk and match fund long-term, fixed-rate loans, wholesale funds are used at various maturity terms to meet the Corporation’s funding needs. Average FHLB advances for the three months ended June 30, 2020 increased $143.1 million to $409.3 million at an average rate paid of 1.25%, compared to $266.1 million at an average rate paid of 2.27% for the three months ended June 30, 2019. Average FHLB advances for the six months ended June 30, 2020 increased $100.5 million to $367.6 million at an average rate paid of 1.55%, compared to $267.1 million at an average rate paid of 2.21% for the six months ended June 30, 2019. As of June 30, 2020, the weighted average original maturity of our FHLB term advances was 5.3 years. Average wholesale deposits, consisting of brokered certificates of deposit and deposits gathered from internet listing services, for the three months ended June 30, 2020 decreased $145.5 million to $105.6 million at an average rate paid of 2.42%, compared to $251.1 million at an average rate paid of 2.22%. Average wholesale deposits for the six months ended June 30, 2020 decreased $140.3 million to $119.0 million at an average rate paid of 2.50%, compared to $259.4 million at an average rate paid of 2.19% for the six months ended June 30, 2019. The existing wholesale deposit portfolio is maturing and being replaced, as needed, by lower cost FHLB advances to match fund long-term, fixed-rate loans. As of June 30, 2020, the weighted average original maturity of our wholesale deposits was 4.6 years.

49

The average rate paid on total bank funding for the three and six months ended June 30, 2020 decreased to 0.61% and 0.91%, respectively, compared to 1.76% and 1.72% for the three and six months ended June 30, 2019. Total bank funding is defined as total deposits plus FHLB advances and Federal Reserve PPPLF advances.
                Net interest margin decreased 18 basis points to 3.34% for the three months ended June 30, 2020 compared to 3.52% for the three months ended June 30, 2019. The decrease was primarily due to the decrease in the average yield on loans and leases receivable, partially offset by a decrease in the average rate paid on in-market deposits and wholesale funding and increase in fees collected in lieu of interest. Excluding fees collected in lieu of interest and PPP loan interest income, net interest margin measured 3.33% for the second quarter of 2020, compared to 3.31% in the second quarter of 2019. Net interest margin decreased 27 basis points to 3.39% for the six months ended June 30, 2020 compared to 3.66% for the six months ended June 30, 2019. The decrease was primarily due to the decrease in average yield on loans and leases receivable and a decrease in fees in lieu of interest. These unfavorable variances were partially offset by a decrease in the average rate paid on in-market deposits and wholesale funding. Excluding fees collected in lieu of interest and PPP loan interest income, net interest margin measured 3.33% for the six months ended June 30, 2020 and June 30, 2019.
The Corporation incurred a $744,000 loss, recognized through non-interest expense, on the early extinguishment of $59.5 million in FHLB term advances late in the second quarter of 2020, as the Corporation lowered wholesale funding costs and improved the Corporation’s funding position. Management believes this strategy will help stabilize net interest margin with the expectation of a low interest rate environment for an extended period of time.
Management believes its success in growing in-market deposits, disciplined loan pricing, and increased production in our higher-yielding specialty finance lines of business will allow the Corporation to achieve a net interest margin of at least 3.50%, on average. However, the collection of loan fees in lieu of interest is an expected source of volatility to quarterly net interest income and net interest margin, particularly given the nature of the Corporation’s asset-based lending business and the Corporation’s participation in the PPP. Net interest margin may also experience volatility due to events such as the collection of interest on loans previously in non-accrual status or the accumulation of significant short-term deposit inflows.
Provision for Loan and Lease Losses
We determine our provision for loan and lease losses pursuant to our allowance for loan and lease loss methodology, which is based on the magnitude of current and historical net charge-offs recorded throughout the established look-back period, the evaluation of several qualitative factors for each portfolio category, and the amount of specific reserves established for impaired loans that present collateral shortfall positions. Refer to Allowance for Loan and Lease Losses, below, for further information regarding our allowance for loan and lease loss methodology.    
The full impact of COVID-19 is unknown and rapidly evolving. It has caused substantial disruption in international and U.S. economies, markets, and employment. The outbreak is having a significant adverse impact on certain industries the Corporation serves, including retail, hospitality, entertainment, and restaurants and food services. Due to COVID-19 and the economic impact it could have on the Corporation’s loan portfolio, additional detail about certain exposure to stressed industries is included in the section titled COVID-19 Update, above.
Based on management’s current assessment of the increased inherent risk in the loan portfolio, the allowance for loan and leases losses increased $7.9 million, or 40.7%, compared to December 31, 2019. The provision for loan and lease losses totaled $5.5 million and $8.7 million for the three and six months ended June 30, 2020, respectively, compared to a provision benefit of $784,000 and $736,000 for the three and six months ended June 30, 2019, respectively. For the six months ended June 30, 2020, the increase in the allowance for loan and lease losses was in large part due to an increase in several qualitative factors after careful evaluation by management. Most notably, a $4.3 million increase was due to the economic conditions caused by the pandemic, including the increase in the unemployment rate, and an additional $953,000 stemmed from the other qualitative factors, such as management’s ongoing review and grading of the loan and lease portfolios, consideration of delinquency experience, and the level of loans and leases subject to more frequent review by management. Additionally, an increase in specific reserves of $2.1 million was driven by deterioration of two existing legacy SBA impaired relationships.
The legacy on-balance sheet SBA portfolio, defined as SBA 7(a) and Express loans originated in 2016 and prior, has been a source of elevated non-performing assets. Additional information on our legacy SBA portfolio is as follows:

50

 
As of
 
June 30,
2020
 
March 31,
2020
 
June 30,
2019
 
(In Thousands)
Performing loans:
 
 
 
 
 
Off-balance sheet loans
$
28,843

 
$
31,212

 
$
44,385

On-balance sheet loans
16,554

 
17,935

 
23,406

Gross loans
45,397

 
49,147

 
67,791

Non-performing loans:
 
 
 
 
 
Off-balance sheet loans
1,640

 
4,887

 
8,294

On-balance sheet loans
9,725

 
13,833

 
16,940

Gross loans
11,365

 
18,720

 
25,234

Total loans:
 
 
 
 
 
Off-balance sheet loans
30,483

 
36,099

 
52,679

On-balance sheet loans
26,279

 
31,768

 
40,346

Gross loans
$
56,762

 
$
67,867

 
$
93,025

The addition of specific reserves on impaired loans represent new specific reserves established when collateral shortfalls or government guaranty deficiencies are present, while conversely the release of specific reserves represent the reduction of previously established reserves that are no longer required. Changes in the allowance for loan and lease losses due to subjective factor changes reflect management’s evaluation of the level of risk within the portfolio based upon several factors for each portfolio segment. Charge-offs in excess of previously established specific reserves require an additional provision for loan and lease losses to maintain the allowance for loan and lease losses at a level deemed appropriate by management. This amount is net of the release of any specific reserve that may have already been provided. Change in the inherent risk of the portfolio is primarily influenced by the overall growth in gross loans and leases and an analysis of loans previously charged off, as well as movement of existing loans and leases in and out of an impaired loan classification where a specific evaluation of a particular credit may be required rather than the application of a general reserve loss rate. Refer to Asset Quality, below, for further information regarding the overall credit quality of our loan and lease portfolio.

Because of the significant uncertainties related to the ultimate duration of the COVID-19 pandemic and its potential effects on clients and prospects, and on the national and local economy as a whole, there can be no assurances as to how the crisis may ultimately affect the Corporation’s loan portfolio.
Comparison of Non-Interest Income for the Three and Six Months Ended June 30, 2020 and 2019
Non-Interest Income
Non-interest income primarily consists of fees earned for private wealth management services, gains on sale of SBA loans, service charges on deposits, loan fee income, and commercial loan interest rate swap fee income. For the three months ended June 30, 2020 non-interest income increased by $514,000, or 8.9%, to $6.3 million from $5.8 million for the same period in 2019. For the six months ended June 30, 2020 non-interest income increased $2.3 million, or 21.9%, to $12.7 million from $10.4 million for the same period in 2019. Management continues to focus on revenue growth from multiple non-interest income sources in order to maintain a diversified revenue stream through greater contribution from fee-based revenues. Total non-interest income accounted for 25.1% and 26.2% of our total revenues for the three and six months ended June 30, 2020, respectively, compared to 25.6% and 23.2% for the three and six months ended June 30, 2019, respectively. Management believes the expected gradual expansion of our SBA lending program, fees from commercial loan interest rate swap activity with our commercial borrowers, and the geographic expansion of our private wealth management division will allow us to sustain our strategic target of 25% over the long-term.

51

The components of non-interest income were as follows:
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2020
 
2019
 
$ Change
 
% Change
 
2020
 
2019
 
$ Change
 
% Change
 
 
(Dollars in Thousands)
Private wealth management service fees
 
$
2,124

 
$
2,138

 
$
(14
)
 
(0.7
)%
 
$
4,235

 
$
4,065

 
$
170

 
4.2
 %
Gain on sale of SBA loans
 
574

 
297

 
277

 
93.3

 
839

 
539

 
300

 
55.7

Service charges on deposits
 
829

 
743

 
86

 
11.6

 
1,647

 
1,520

 
127

 
8.4

Loan fees
 
451

 
464

 
(13
)
 
(2.8
)
 
936

 
877

 
59

 
6.7

Increase in cash surrender value of bank-owned life insurance
 
377

 
297

 
80

 
26.9

 
672

 
589

 
83

 
14.1

Net loss on sale of securities
 
—

 
(1
)
 
1

 
NM

 
(4
)
 
(1
)
 
(3
)
 
NM

Commercial loan swap fees
 
1,655

 
1,051

 
604

 
57.5

 
3,336

 
1,523

 
1,813

 
NM

Other non-interest income
 
309

 
816

 
(507
)
 
(62.1
)
 
1,072

 
1,331

 
(259
)
 
(19.5
)
Total non-interest income
 
$
6,319

 
$
5,805

 
$
514

 
8.9

 
$
12,733

 
$
10,443

 
$
2,290

 
21.9

Fee income ratio(1)
 
25.1
%
 
25.6
%
 
 
 
 
 
26.2
%
 
23.2
%
 
 
 
 
(1)
Fee income ratio is total non-interest income, per the above table, divided by top line revenue (defined as net interest income plus non-interest income).
Private wealth management service fees decreased $14,000, or 0.7%, and increased $170,000, or 4.2% for the three and six months ended June 30, 2020, respectively, compared to the three and six months ended June 30, 2019. The decrease for the three month comparison period was mainly driven by a decline in equity market values stemming from the COVID-19 pandemic. The increase in the six month comparison period was driven by growth in assets under management and administration attributable to new client relationships. As of June 30, 2020, trust assets under management and administration totaled $1.873 billion, decreasing $18.8 million, or 1.0%, compared to $1.892 billion as of December 31, 2019 and increasing $118.4 million, or 6.7%, compared to $1.755 billion as of June 30, 2019.
Commercial loan interest rate swap fee income was $1.7 million and $3.3 million for the three and six months ended June 30, 2020, respectively, compared to $1.1 million and $1.5 million for the three and six months ended June 30, 2019, respectively. Interest rate swaps continue to be an attractive product for the Bank’s commercial borrowers, although associated fee income can vary period to period based on client demand and the interest rate environment in any given quarter.
Gains on sale of SBA loans increased $277,000, or 93.3%, and increased $300,000, or 55.7%, for the three and six months ended June 30, 2020, respectively, compared to the three and six months ended June 30, 2019. The Corporation’s pipeline continues to grow period over period and management believes the gain on sale of traditional SBA loans (i.e., SBA loans unrelated to PPP loans) will increase at a measured pace over time. Loans held for sale, consisting entirely of SBA loans closed but not fully funded, increased $7.3 million, or 116.0%, to $13.7 million compared to March 31, 2020.
Other non-interest income for the three and six months ended June 30, 2020 totaled $309,000 and $1.1 million, respectively, compared to $816,000 and $1.3 million, respectively, for three and six months ended June 30, 2019. Decreases in both periods of comparison were primarily due to gains recognized on end-of-term buyout agreements from the Corporation’s equipment financing business line during the three months ended June 30, 2019.

52

Comparison of Non-Interest Expense for the Three and Six Months Ended June 30, 2020 and 2019
Non-Interest Expense    
The components of non-interest expense were as follows:
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2020
 
2019
 
$ Change
 
% Change
 
2020
 
2019
 
$ Change
 
% Change
 
 
(Dollars in Thousands)
Compensation
 
$
10,796

 
$
10,503

 
$
293

 
2.8
 %
 
$
21,848

 
$
20,667

 
$
1,181

 
5.7
 %
Occupancy
 
554

 
559

 
(5
)
 
(0.9
)
 
1,126

 
1,149

 
(23
)
 
(2.0
)
Professional fees
 
859

 
784

 
75

 
9.6

 
1,678

 
1,994

 
(316
)
 
(15.8
)
Data processing
 
710

 
689

 
21

 
3.0

 
1,386

 
1,269

 
117

 
9.2

Marketing
 
352

 
581

 
(229
)
 
(39.4
)
 
813

 
1,063

 
(250
)
 
(23.5
)
Equipment
 
304

 
272

 
32

 
11.8

 
595

 
661

 
(66
)
 
(10.0
)
Computer software
 
966

 
827

 
139

 
16.8

 
1,856

 
1,626

 
230

 
14.1

FDIC insurance
 
239

 
302

 
(63
)
 
(20.9
)
 
448

 
595

 
(147
)
 
(24.7
)
Collateral liquidation costs (recovery)
 
115

 
89

 
26

 
29.2

 
236

 
(1
)
 
237

 
NM

Net loss (gain) on foreclosed properties
 
348

 
(21
)
 
369

 
NM

 
450

 
(21
)
 
471

 
NM

Tax credit investment impairment
 
1,841

 
2,088

 
(247
)
 
(11.8
)
 
1,954

 
4,102

 
(2,148
)
 
(52.4
)
SBA recourse (benefit) provision
 
(30
)
 
113

 
(143
)
 
NM

 
(5
)
 
594

 
(599
)
 
NM

Loss on early extinguishment of debt
 
744

 
—

 
744

 
NM

 
744

 
—

 
744

 
NM

Other non-interest expense
 
545

 
678

 
(133
)
 
(19.6
)
 
1,359

 
1,508

 
(149
)
 
(9.9
)
Total non-interest expense
 
$
18,343

 
$
17,464

 
$
879

 
5.0

 
$
34,488

 
$
35,206

 
$
(718
)
 
(2.0
)
Total operating expense(1)
 
$
15,431

 
$
15,273

 
$
158

 
1.0

 
$
31,327

 
$
30,510

 
$
817

 
2.7

Full-time equivalent employees
 
283

 
275

 
 
 
 
 
283

 
275

 
 
 
 

(1)
Total operating expense represents total non-interest expense, adjusted to exclude the impact of discrete items as previously defined in the non-GAAP efficiency ratio calculation, above.
Non-interest expense for the three months ended June 30, 2020 increased by $879,000, or 5.0%, to $18.3 million compared to $17.5 million for the same period in 2019. Non-interest expense for the six months ended June 30, 2020 decreased by $718,000, or 2.0%, to $34.5 million compared to $35.2 million for the same period in 2019. Operating expense, which excludes certain one-time and discrete items as defined in the Efficiency Ratio table above, increased $158,000, or 1.0%, to $15.4 million for the three months ended June 30, 2020 compared to $15.3 million for the same period in 2019. Operating expense increased $817,000, or 2.7%, to $31.3 million compared to $30.5 million for the same period in 2019. The increase in operating expense for both periods of comparison was primarily due to an increase in compensation expense and collateral liquidation costs, partially offset by a decrease in general business-related expenses due to the Corporation’s adherence to COVID-19 stay-at-home orders.    
Compensation expense for the three months ended June 30, 2020 was $10.8 million, an increase of $293,000, or 2.8%, compared to the three months ended June 30, 2019. Compensation expense for six months ended June 30, 2020 was $21.8 million, an increase of $1.2 million, or 5.7%, compared to the six months ended June 30, 2019. The increase in compensation expense in both periods of comparison reflects an increase in employees and annual merit increases. Average full-time equivalent employees were 281 for the quarter ended June 30, 2020 compared to 274 for the quarter ended June 30, 2019.
Collateral liquidation costs increased $26,000 to $115,000 for the three months June 30, 2020 compared to $89,000 for the three months ended June 30, 2019, and increased $237,000 to $236,000 for the six months ended June 30, 2020 compared to a recovery of $1,000 for the six months ended June 30, 2019. The first half of 2019 included the recovery of various workout expenses following the successful resolution of an impaired asset-based loan relationship.

53

Tax credit investment impairment expense was $1.8 million and $2.0 million for the three and six months ended June 30, 2020, respectively, compared to $2.1 million and $4.1 million for the three and six months ended June 30, 2019, respectively. During the second quarter of 2020, the Corporation recognized a total of $1.7 million in expense due to the impairment of in-market federal historic tax credit investments, which corresponded with the recognition of a $2.5 million in tax credits during the quarter. During the six months ended June 30, 2019, the Corporation recognized $3.9 million in expense due to the impairment of in-market federal historic tax credit investments, which corresponded with the recognition of $5.3 million in tax credits. Management intends to continue actively pursuing in-market tax credit opportunities throughout 2020 and beyond.
SBA recourse benefit was $30,000 and $5,000 for the three and six months ended June 30, 2020, respectively, compared to recourse provision of $113,000 and $594,000 for the three and six months ended June 30, 2019, respectively. The decrease for the three and six months ended June 30, 2020 was primarily due to the declining balance of the outstanding legacy SBA loan sold portfolio and a reduction in the historic loss rate applied to the portfolio. Changes to SBA recourse reserves may be a source of non-interest expense volatility in future quarters, though the magnitude of this volatility should diminish over time as the outstanding balance of sold legacy SBA loans continues to decline. The total recourse reserve balance was $1.0 million, or 1.4% of total sold SBA loans outstanding, at June 30, 2020, compared to $1.3 million, or 1.8%, at December 31, 2019, and $2.1 million, or 2.7%, at June 30, 2019.
Income Taxes
Income tax benefit totaled $1.1 million for the six months ended June 30, 2020 compared to an income tax benefit of $1.9 million for the six months ended June 30, 2019. The income tax benefit for the six months ended June 30, 2020 primarily reflects the recognition of $2.5 million in tax credits which correspond with the $1.7 million impairment of relationship-based historic tax credit investments during the same period. The income tax benefit for the six months ended June 30, 2019 primarily reflects the recognition of $5.3 million in federal historic tax credits, which correspond with the $3.9 million impairment of relationship-based historic tax credit investments during the same period. The effective tax rate for the six months ended June 30, 2020, excluding the discrete items, was 18.5%.
Generally, the provision for income taxes is determined by applying an estimated annual effective income tax rate to income before taxes and adjusting for discrete items. The rate is based on the most recent annualized forecast of pre-tax income, book versus tax differences and tax credits, if any. If we conclude that a reliable estimated annual effective tax rate cannot be determined, the actual effective tax rate for the year-to-date period may be used. We re-evaluate the income tax rates each quarter. Therefore, the current projected effective tax rate for the entire year may change.

Financial Condition
General
Total assets increased by $372.0 million, or 17.7%, to $2.469 billion as of June 30, 2020 compared to $2.097 billion at December 31, 2019. The increase in total assets was primarily driven by PPP loan growth.
Short-Term Investments
Short-term investments decreased by $23.2 million, or 45.4%, to $27.8 million at June 30, 2020 from $51.0 million at December 31, 2019. Our short-term investments primarily consist of interest-bearing deposits held at the FRB and commercial paper. We value the safety and soundness provided by the FRB and therefore incorporate short-term investments in our on-balance sheet liquidity program. As of June 30, 2020, we did not hold any commercial paper and as of December 31, 2019, our total investment in commercial paper was $5.9 million. Due to current economic conditions, we decided to temporarily exit this short-term investment. We approach our decisions to purchase commercial paper with similar rigor and underwriting standards as applied to our loan and lease portfolio. The original maturities of the commercial paper are usually 60 days or less and provide an attractive yield in comparison to other short-term alternatives. These investments also assist us in maintaining a shorter duration of our overall investment portfolio which we believe is necessary to be in a position to benefit from an anticipated change in the yield curve level and shape. In general, the level of our short-term investments will be influenced by the timing of deposit gathering, scheduled maturities of wholesale deposits, funding of loan and lease growth when opportunities are presented, and the level of our securities portfolio. Please refer to the section titled Liquidity and Capital Resources for further discussion.

54

Securities
Total securities, including available-for-sale and held-to-maturity, decreased by $4.3 million, or 2.1%, to $201.5 million at June 30, 2020 compared to $205.8 million at December 31, 2019. During the six months ended June 30, 2020, due to declining interest rates, we recognized unrealized gains of $4.2 million before income taxes through other comprehensive income. As of June 30, 2020 and December 31, 2019, our overall securities portfolio, including available-for-sale securities and held-to-maturity securities, had an estimated weighted-average expected maturity of 3.7 years and 4.4 years, respectively. Generally, our investment philosophy remains as stated in our most recent Annual Report on Form 10-K.
We use a third-party pricing service as our primary source of market prices for our securities portfolio. On a quarterly basis, we validate the reasonableness of prices received from this source through independent verification, data integrity validation primarily through comparison of current price to an expectation-based analysis of movement in prices based upon the changes in the related yield curves, and other market factors. No securities within our portfolio were deemed to be other-than-temporarily impaired as of June 30, 2020.
Loans and Leases Receivable    
Loans and leases receivable, net of allowance for loan and lease losses, increased by $334.3 million to $2.029 billion at June 30, 2020 from $1.695 billion at December 31, 2019 which was driven by the aforementioned PPP loan growth. Loans and leases receivable, net of PPP loans and the allowance for loan and lease losses, increased by $6.4 million, or 0.4%, to $1.701 billion at June 30, 2020 from December 31, 2019. Total commercial real estate (“CRE”) contributed to growth, increasing $68.1 million to $1.222 billion from $1.154 billion at December 31, 2019. Multifamily and construction loans were the largest contributors to CRE loan growth as of June 30, 2020, increasing $27.2 million and $24.3 million, respectively from December 31, 2019. Commercial and industrial (“C&I”) loans increased $277.8 million to $781.2 million from $503.4 million at December 31, 2019. Excluding PPP loans, C&I loans decreased $50.1 million to $453.3 million from $503.4 million at December 31, 2019.
There continues to be a concentration in CRE loans, however, in general our composition of total loans and leases has remained relatively consistent due to balanced growth across our product offerings. CRE loans represented 70.3% and 67.3% of our total loans, excluding PPP loans, as of June 30, 2020 and December 31, 2019, respectively. As of June 30, 2020, 18.8% of the CRE loans were owner-occupied CRE, compared to 19.6% as of December 31, 2019. We consider owner-occupied CRE more characteristic of the Corporation’s C&I portfolio as, in general, the client’s primary source of repayment is the cash flow from the operating entity occupying the commercial real estate property.
As mentioned above, excluding PPP loans, our C&I portfolio decreased $50.1 million, or 10.0%, to $453.3 million at June 30, 2020 from $503.4 million at December 31, 2019. Line of credit usage was $212.6 million as of June 30, 2020, down from $281.4 million at December 31, 2019, as line of credit usage significantly declined due to PPP loan proceeds. We will continue to emphasize actively pursuing C&I loans across the Corporation as this segment of our loan and lease portfolio provides an attractive yield commensurate with an appropriate level of credit risk and creates opportunities for in-market deposit, treasury management, and private wealth management relationships which generate additional fee revenue.
While we continue to experience significant competition from banks operating in our primary geographic areas, we remain committed to our underwriting standards and will not deviate from those standards for the sole purpose of growing our loan and lease portfolio. We continue to believe our new loan and lease activity to be adequate to replace normal amortization, allowing us to continue growing in future quarters, although this will temporarily be more challenging due to the current economic conditions. The types of loans and leases we originate and the various risks associated with these originations remain consistent with information previously outlined in our most recent Annual Report on Form 10-K.
Non-accrual loans increased $3.5 million, or 16.9%, to $24.1 million at June 30, 2020, compared to $20.6 million at December 31, 2019. The increase in non-accrual loans was principally due to the impairment of one $5.0 million commercial relationship and the repurchase of $3.6 million of impaired legacy SBA loans, partially offset by the $4.0 million payoff of two impaired legacy SBA loan relationships. The Corporation’s non-accrual loans as a percentage of total gross loans and leases measured 1.17% and 1.20% at June 30, 2020 and December 31, 2019, respectively. Non-accrual loans as a percentage of total gross loans and leases, excluding PPP loans, was 1.39% at June 30, 2020. Please refer to the sections titled COVID-19 Update and Asset Quality for additional information on credit quality.

55

Deposits
As of June 30, 2020, deposits increased by $180.0 million, or 11.8% to $1.710 billion from $1.530 billion at December 31, 2019 primarily due to a $279.5 million increase in transaction accounts partially offset by decreases of $61.7 million and $17.7 million in wholesale deposits and money market accounts, respectively. Transaction account balances were inflated as of June 30, 2020 due to PPP loan proceeds. Management attributes the recent transition from money market accounts to reciprocal transaction accounts with full FDIC insurance to our clients’ preferences for safety and soundness versus interest rate amid the economic uncertainty created by the COVID-19 pandemic. Period-end deposit balances associated with in-market relationships will fluctuate based upon maturity of time deposits, client demands for the use of their cash, and our ability to maintain existing and new client relationships.
Our strategic efforts remain focused on adding in-market deposit relationships. We measure the success of in-market deposit gathering efforts based on the number and average balances of our deposit accounts as compared to ending balances due to the volatility of some of our larger relationships. The Bank’s average in-market deposits, consisting of all transaction accounts, money market accounts, and certificates of deposit, were approximately $1.468 billion, or 74.7% of total bank funding for the six months ended June 30, 2020, compared to $1.271 billion, or 71.3% of total bank funding for the year ended December 31, 2019.
FHLB Advances and Other Borrowings
As of June 30, 2020, FHLB advances and other borrowings increased by $145.6 million, or 45.6%, to $465.0 million from $319.4 million at December 31, 2019. While total wholesale funding as a percentage of total bank funding has decreased meaningfully overall due to significant in-market deposit growth, we continue to replace the majority of our maturing brokered certificates of deposit with FHLB advances at lower rates. Total bank funding is defined as total deposits plus FHLB advances, Federal Reserve Discount Window advances, and Federal Reserve PPPLF advances.
The Corporation incurred a $744,000 loss, recognized through non-interest expense, on the early extinguishment of $59.5 million in FHLB term advances late in the second quarter of 2020, as the Corporation lowered wholesale funding costs and improved the Corporation’s funding position. Management believes this strategy will help stabilize net interest margin with the expectation of a low interest rate environment for an extended period of time.
During the second quarter of 2020, management tested the availability of the Federal Reserve PPPLF due to the uncertainty of when PPP loans would be required to close and fund. As of June 30, 2020, the Corporation had one $29.6 million PPPLF advance outstanding.
Consistent with our funding philosophy to manage interest rate risk, we will use the most efficient and cost effective source of wholesale funds. We will utilize FHLB advances to the extent we maintain an adequate level of excess borrowing capacity for liquidity and contingency funding purposes and pricing remains favorable in comparison to the wholesale deposit alternative. At June 30, 2020, the ratio of wholesale funds to total bank funding was 24.7%. We will use FHLB advances and/or brokered certificates of deposit in specific maturity periods needed, typically three to five years, to match-fund fixed rate loans and effectively mitigate the interest rate risk measured through our asset/liability management process and to support asset growth initiatives while taking into consideration our operating goals and desired level of usage of wholesale funds. Please refer to the section titled Liquidity and Capital Resources, below, for further information regarding our use and monitoring of wholesale funds.


56

Asset Quality
Impaired Assets
Total impaired assets consisted of the following at June 30, 2020 and December 31, 2019, respectively:
 
 
June 30,
2020
 
December 31,
2019
 
 
(Dollars in Thousands)
Non-accrual loans and leases
 
 
 
 
Commercial real estate:
 
 
 
 
Commercial real estate - owner occupied
 
$
7,503

 
$
4,032

Commercial real estate - non-owner occupied
 
—

 
—

Land development
 
1,049

 
1,526

Construction
 
—

 
—

Multi-family
 
—

 
—

1-4 family
 
333

 
333

Total non-accrual commercial real estate
 
8,885

 
5,891

Commercial and industrial
 
15,034

 
14,575

Direct financing leases, net
 
49

 
—

Consumer and other:
 
 
 
 
Home equity and second mortgages
 
—

 
—

Other
 
127

 
147

Total non-accrual consumer and other loans
 
127

 
147

Total non-accrual loans and leases
 
24,095

 
20,613

Foreclosed properties, net
 
1,389

 
2,919

Total non-performing assets
 
25,484

 
23,532

Performing troubled debt restructurings
 
49

 
140

Total impaired assets
 
$
25,533

 
$
23,672

 
 
 
 
 
Total non-accrual loans and leases to gross loans and leases
 
1.17
%
 
1.20
%
Total non-performing assets to gross loans and leases plus foreclosed properties, net
 
1.23

 
1.37

Total non-performing assets to total assets
 
1.03

 
1.12

Allowance for loan and lease losses to gross loans and leases
 
1.33

 
1.14

Allowance for loan and lease losses to non-accrual loans and leases
 
113.98

 
94.70

PPP loans outstanding as of June 30, 2020, were $327.9 million. There were no PPP loans outstanding as of December 31, 2019. The asset quality ratios, excluding PPP loans as they are fully guaranteed by the SBA, at June 30, 2020 and December 31, 2019, were as follows:
 
 
June 30,
2020
 
December 31,
2019
Total non-accrual loans and leases to gross loans and leases
 
1.39
%
 
1.20
%
Total non-performing assets to gross loans and leases plus foreclosed properties, net
 
1.47

 
1.37

Total non-performing assets to total assets
 
1.19

 
1.12

Allowance for loan and lease losses to gross loans and leases
 
1.58

 
1.14

As of June 30, 2020 and December 31, 2019, $16.3 million and $15.6 million of non-accrual loans and leases were considered troubled debt restructurings, respectively. This increase is the result of ongoing workout efforts on previously identified impaired loans and does not include any new troubled debt restructurings related to the COVID-19 pandemic.

57

We use a wide variety of available metrics to assess the overall asset quality of the portfolio and no one metric is used independently to make a final conclusion as to the asset quality of the portfolio. Non-performing assets increased $2.0 million, or 8.3%, to $25.5 million at June 30, 2020 from $23.5 million at December 31, 2019. The increase in non-performing assets was principally due to the impairment of one $5.0 million commercial relationship and the repurchase of $3.6 million of impaired legacy SBA loans, partially offset by $4.0 million in payoffs on legacy SBA loans and a $1.5 million decrease in foreclosed properties, net of impairment, principally due to the sale of one legacy SBA property.
We also monitor early stage delinquencies to assist in the identification of potential future problems. As of June 30, 2020, 99.64% of the loan and lease portfolio, excluding non-accrual loans and leases, was in a current payment status, compared to 99.76% at December 31, 2019. We also monitor asset quality through our established credit quality indicator categories. As we continue to actively monitor the credit quality of our loan and lease portfolios, we may identify additional loans and leases for which the borrowers or lessees are having difficulties making the required principal and interest payments based upon factors including, but not limited to, the inability to sell the underlying collateral, inadequate cash flow from the operations of the underlying businesses, liquidation events, or bankruptcy filings. We work proactively with our impaired loan borrowers to find solutions to difficult situations that are in the best interests of the Bank.

58

The following represents additional information regarding our impaired loans and leases:
 
 
As of and for the Six Months Ended June 30,
 
As of and for the
Year Ended December 31,
 
 
2020
 
2019
 
2019
 
 
(In Thousands)
Impaired loans and leases with no impairment reserves required
 
$
10,742

 
$
7,184

 
$
7,312

Impaired loans and leases with impairment reserves required
 
13,402

 
16,525

 
13,441

Total impaired loans and leases
 
24,144

 
23,709

 
20,753

Less: Impairment reserve (included in allowance for loan and lease losses)
 
5,924

 
4,711

 
3,365

Net impaired loans and leases
 
$
18,220

 
$
18,998

 
$
17,388

Average impaired loans and leases
 
$
23,847

 
$
24,252

 
$
24,090

Foregone interest income attributable to impaired loans and leases
 
$
1,114

 
$
718

 
$
2,693

Less: Interest income recognized on impaired loans and leases
 
458

 
668

 
793

Net foregone interest income on impaired loans and leases
 
$
656

 
$
50

 
$
1,900

Non-performing assets also include foreclosed properties. A summary of foreclosed properties activity is as follows:
 
 
As of and for the Six Months Ended June 30,
 
As of and for the
Year Ended December 31,
 
 
2020
 
2019
 
2019
 
 
(In Thousands)
 
 
Balance at the beginning of the period
 
$
2,919

 
$
2,547

 
$
2,547

Transfer of loans and leases to foreclosed properties
 
80

 
—

 
596

Proceeds from sale of foreclosed properties
 
(1,160
)
 
—

 
—

Net loss on sale of foreclosed properties
 
(54
)
 
—

 
—

Impairment adjustments
 
(396
)
 
—

 
(224
)
Balance at the end of the period
 
$
1,389

 
$
2,547

 
$
2,919

Allowance for Loan and Lease Losses
The allowance for loan and lease losses increased $7.9 million, or 40.7%, from $19.5 million as of December 31, 2019 to $27.5 million as of June 30, 2020. The allowance for loan and lease losses as a percentage of gross loans and leases also increased from 1.14% as of December 31, 2019 to 1.33% as of June 30, 2020. The allowance for loan and lease losses as a percentage of gross loans and leases, excluding PPP loans, was 1.58% as of June 30, 2020. The increase in allowance for loan and lease losses as a percent of gross loans and leases was principally driven by COVID-19 and the economic impact it could have on the Corporation’s loan portfolio. For the six months ended June 30, 2020, the increase in the allowance for loan and lease losses was in large part due to an increase in several qualitative factors after careful evaluation by management. Most notably, a $4.3 million increase was due to the economic conditions caused by the pandemic, including the increase in the unemployment rate, and an additional $953,000 stemmed from the other qualitative factors, such as management’s ongoing review and grading of the loan and lease portfolios, consideration of delinquency experience, and the level of loans and leases subject to more frequent review by management. Additionally, an increase in specific reserves of $2.1 million was driven by deterioration of two existing legacy SBA impaired relationships.
There have been no substantive changes to our methodology for estimating the appropriate level of allowance for loan and lease loss reserves from what was previously outlined in our most recent Annual Report on Form 10-K. Please refer to the section titled COVID-19 Update for additional information.

59

During the six months ended June 30, 2020, we recorded net charge-offs on impaired loans and leases of $707,000, comprised of $948,000 of charge-offs and $241,000 of recoveries. During the six months ended June 30, 2019, we recorded net recoveries on impaired loans and leases of approximately $130,000, comprised of $63,000 of charge-offs and $193,000 of recoveries. We will continue to experience some level of periodic charge-offs in the future as exit strategies are considered and executed, in particular as it relates to our commercial clients impacted by the COVID-19 pandemic. Loans and leases with previously established specific reserves may ultimately result in a charge-off under a variety of scenarios.
Based upon the application of our methodology for estimating the appropriate level of allowance for loan and lease loss reserves, which includes actively monitoring the asset quality and inherent risks within the loan and lease portfolio, management concluded that an allowance for loan and lease losses of $27.5 million, or 1.58% of total loans and leases excluding PPP loans, was appropriate as of June 30, 2020. Given ongoing complexities with current workout situations, including those related to the COVID-19 pandemic, further charge-offs and increased provisions for loan and lease losses may be recorded if additional facts and circumstances lead us to a different conclusion.
As of June 30, 2020 and December 31, 2019, our allowance for loan and lease losses to total non-accrual loans and leases was 113.98% and 94.70%, respectively. Impaired loans and leases exhibit weaknesses that inhibit repayment in compliance with the original terms of the note or lease. However, the measurement of impairment on loans and leases may not always result in a specific reserve included in the allowance for loan and lease losses. As part of the underwriting process, as well as our ongoing monitoring efforts, we try to ensure that we have sufficient collateral to protect our interest in the related loan or lease. As a result of this practice, a significant portion of our outstanding balance of non-performing loans or leases either does not require additional specific reserves or requires only a minimal amount of required specific reserve, as we believe the loans and leases are adequately collateralized as of the measurement period. In addition, management is proactive in recording charge-offs to bring loans to their net realizable value in situations where it is determined with certainty that we will not recover the entire amount of our principal. This practice may lead to a lower allowance for loan and lease losses to non-accrual loans and leases ratio as compared to our peers or industry expectations. As asset quality strengthens, our allowance for loan and lease losses is measured more through general characteristics, including historical loss experience, of our portfolio rather than through specific identification and we would therefore expect this ratio to rise. Conversely, if we identify further impaired loans or leases, this ratio could fall if the impaired loans are adequately collateralized and therefore require no specific or general reserve. Given our business practices and evaluation of our existing loan and lease portfolio, we believe this coverage ratio is appropriate for the probable losses inherent in our loan and lease portfolio as of June 30, 2020.


60

A summary of the activity in the allowance for loan and lease losses follows:
 
 
As of and for the Three Months Ended June 30,
 
As of and for the Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
 
 
(Dollars in Thousands)
Allowance at beginning of period
 
$
22,748

 
$
20,449

 
$
19,520

 
$
20,425

Charge-offs:
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
Commercial real estate — owner occupied
 
(27
)
 
—

 
(27
)
 
—

Commercial real estate — non-owner occupied
 
—

 
—

 
—

 
—

Construction and land development
 
—

 
—

 
—

 
—

Multi-family
 
—

 
—

 
—

 
—

1-4 family
 
—

 
—

 
—

 
—

Commercial and industrial
 
(729
)
 
(13
)
 
(854
)
 
(61
)
Direct financing leases
 
(55
)
 
—

 
(55
)
 
—

Consumer and other:
 
 
 
 
 
 
 
 
Home equity and second mortgages
 
—

 
—

 
—

 
—

Other
 
(6
)
 
(2
)
 
(12
)
 
(2
)
Total charge-offs
 
(817
)
 
(15
)
 
(948
)
 
(63
)
Recoveries:
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
Commercial real estate — owner occupied
 
—

 
—

 
1

 
1

Commercial real estate — non-owner occupied
 
2

 
71

 
2

 
72

Construction and land development
 
—

 
—

 
—

 
—

Multi-family
 
—

 
—

 
—

 
—

1-4 family
 
—

 
—

 
—

 
—

Commercial and industrial
 
62

 
73

 
238

 
92

Direct financing leases
 
—

 
—

 
—

 
—

Consumer and other:
 
 
 
 
 
 
 
 
Home equity and second mortgages
 
—

 
25

 
—

 
26

Other
 
—

 
—

 
—

 
2

Total recoveries
 
64

 
169

 
241

 
193

Net (charge-offs) recoveries
 
(753
)
 
154

 
(707
)
 
130

Provision for loan and lease losses
 
5,469

 
(784
)
 
8,651

 
(736
)
Allowance at end of period
 
$
27,464

 
$
19,819

 
$
27,464

 
$
19,819

Annualized net charge-offs (recoveries) as a percent of average gross loans and leases
 
0.15
%
 
(0.04
)%
 
0.08
%
 
(0.02
)%
Annualized net charge-offs (recoveries) as a percent of average gross loans and leases, excluding average PPP loans
 
0.17
%
 
(0.04
)%
 
0.08
%
 
(0.02
)%



61

Liquidity and Capital Resources
The Corporation expects to meet its liquidity needs through existing cash on hand, established cash flow sources, its third party senior line of credit, and dividends received from the Bank. While the Bank is subject to certain generally applicable regulatory limitations regarding its ability to pay dividends to the Corporation, we do not believe that the Corporation will be adversely affected by these dividend limitations. The Corporation’s principal liquidity requirements at June 30, 2020 were the interest payments due on subordinated and junior subordinated notes. On July 24, 2020, the Bank’s Board of Directors declared a dividend in the aggregate amount of $2.0 million bringing year-to-date dividend declarations to $10.5 million. The capital ratios of the Corporation and its subsidiary continue to meet all applicable regulatory capital adequacy requirements. The Corporation’s and the Bank’s respective Boards of Directors and management teams adhere to the appropriate regulatory guidelines on decisions which affect their capital positions, including but not limited to, decisions relating to the payment of dividends and increasing indebtedness.
The Bank maintains liquidity by obtaining funds from several sources. The Bank’s primary source of funds are principal and interest payments on loans receivable and mortgage-related securities, deposits, and other borrowings, such as federal funds, FHLB advances, Federal Reserve Discount Window advances, and Federal Reserve PPPLF advances. The scheduled payments of loans and mortgage-related securities are generally a predictable source of funds. Deposit flows and loan prepayments, however, are greatly influenced by general interest rates, economic conditions, and competition. Please refer to the section titled COVID-19 Update for additional information on the Bank’s primary and secondary sources of available liquidity the during the COVID-19 pandemic.
On-balance sheet liquidity is a critical element to maintaining adequate liquidity to meet our cash and collateral obligations. We define our on-balance sheet liquidity as the total of our short-term investments, our unencumbered securities available-for-sale, and our unencumbered pledged loans. As of June 30, 2020 and December 31, 2019, our immediate on-balance sheet liquidity was $611.6 million and $438.2 million, respectively. At June 30, 2020 and December 31, 2019, the Bank had $27.3 million and $44.4 million on deposit with the FRB recorded in short-term investments, respectively. Any excess funds not used for loan funding or satisfying other cash obligations were maintained as part of our on-balance sheet liquidity in our interest-bearing accounts with the FRB, as we value the safety and soundness provided by the FRB. We plan to utilize excess liquidity to fund loan and lease portfolio growth, pay down maturing debt, allow run off of maturing wholesale certificates of deposit, or invest in securities to maintain adequate liquidity at an improved margin.
We had $530.4 million of outstanding wholesale funds at June 30, 2020, compared to $446.5 million of wholesale funds as of December 31, 2019, which represented 24.7% and 24.5%, respectively, of ending balance total bank funding. Wholesale funds include FHLB advances, Federal Reserve PPPLF advances, brokered certificates of deposit, and deposits gathered from internet listing services. Total bank funding is defined as total deposits plus FHLB advances and Federal Reserve PPPLF advances. We are committed to raising in-market deposits while utilizing wholesale funds to mitigate interest rate risk. Wholesale funds continue to be an efficient and cost effective source of funding for the Bank and allows it to gather funds across a larger geographic base at price levels and maturities that are more attractive than local time deposits when required to raise a similar level of in-market deposits within a short time period. Access to such deposits and borrowings allows us the flexibility to refrain from pursuing single service deposit relationships in markets that have experienced unfavorable pricing levels. In addition, the administrative costs associated with wholesale funds are considerably lower than those that would be incurred to administer a similar level of local deposits with a similar maturity structure. During the time frames necessary to accumulate wholesale funds in an orderly manner, we will use short-term FHLB advances to meet our temporary funding needs. The short-term FHLB advances will typically have terms of one week to one month to cover the overall expected funding demands.
Period-end in-market deposits increased $241.7 million to $1.621 billion at June 30, 2020 from $1.379 billion at December 31, 2019 as in-market deposit balances were primarily inflated due to PPP loan proceeds. Our in-market relationships remain stable; however, deposit balances associated with those relationships will fluctuate. We expect to establish new client relationships and continue marketing efforts aimed at increasing the balances in existing clients’ deposit accounts. Nonetheless, we will continue to use wholesale funds in specific maturity periods, typically three to five years, needed to effectively mitigate the interest rate risk measured through our asset/liability management process or in shorter time periods if in-market deposit balances decline. In order to provide for ongoing liquidity and funding, all of our wholesale funds are certificates of deposit which do not allow for withdrawal at the option of the depositor before the stated maturity (with the exception of deposits accumulated through the internet listing service which have the same early withdrawal privileges and fees as do our other in-market deposits) and FHLB advances with contractual maturity terms and no call provisions. The Bank limits the percentage of wholesale funds to total bank funds in accordance with liquidity policies approved by its Board. The Bank was in compliance with its policy limits as of June 30, 2020 and December 31, 2019.

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The Bank was able to access the wholesale funding market as needed at rates and terms comparable to market standards during the six month period ended June 30, 2020. In the event that there is a disruption in the availability of wholesale funds at maturity, the Bank has managed the maturity structure, in compliance with our approved liquidity policy, so at least one year of maturities could be funded through on-balance sheet liquidity. These potential funding sources include deposits maintained at the FRB or Federal Reserve Discount Window utilizing currently unencumbered securities and acceptable loans as collateral. As of June 30, 2020, the available liquidity was in excess of the stated policy minimum. We believe the Bank will also have access to the unused federal funds lines, cash flows from borrower repayments, and cash flows from security maturities. The Bank also has the ability to raise local market deposits by offering attractive rates to generate the level required to fulfill its liquidity needs.
The Bank is required by federal regulation to maintain sufficient liquidity to ensure safe and sound operations. We believe that the Bank has sufficient liquidity to match the balance of net withdrawable deposits and short-term borrowings in light of present economic conditions and deposit flows.
During the six months ended June 30, 2020, operating activities resulted in a net cash inflow of $2.1 million, which included net income and provision for loan and lease losses of $6.6 million and $8.7 million, respectively, partially offset by a net increase in loans originated for sale. Net cash used in investing activities for the six months ended June 30, 2020 was approximately $347.4 million which consisted of cash outflows to fund net loan growth and the purchase of $8.0 million in additional bank-owned life insurance, partially offset by a net reduction in securities. Net cash provided by financing activities resulted in a net cash inflow of $320.6 million for the six months ended June 30, 2020 primarily due to a net increase in FHLB advances, an increase in Federal Reserve PPPLF advances, and a net increase in deposits. Please refer to the Consolidated Statements of Cash Flows included in PART I., Item 1 for further details regarding significant sources of cash flow for the Corporation.

Contractual Obligations and Off-Balance Sheet Arrangements
As of June 30, 2020, there were no material changes to our contractual obligations and off-balance sheet arrangements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019. We continue to believe that we have adequate capital and liquidity available from various sources to fund projected contractual obligations and commitments.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures
The Corporation’s management, with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, has evaluated the Corporation’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer have concluded that the Corporation’s disclosure controls and procedures were effective as of June 30, 2020.
Changes in Internal Control over Financial Reporting
There was no change in the Corporation’s internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the quarter ended June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II. Other Information
Item 1. Legal Proceedings
From time to time, the Corporation and its subsidiaries are engaged in legal proceedings in the ordinary course of their respective businesses. Management believes that any liability arising from any such proceedings currently existing or threatened will not have a material adverse effect on the Corporation’s financial position, results of operations, or cash flows.


63

Item 1A. Risk Factors

There were no material changes to the risk factors previously disclosed in Item 1A. to Part I of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019, as supplemented by Item IA. of Part II of the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)
None.
(b)
Not applicable.
(c)
None.
 
 
 
 
 
 
 
 
 
Item 3. Defaults Upon Senior Securities
Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information
None.


Item 6. Exhibits
31.1

 
Certification of the Chief Executive Officer
 
 
 
31.2

 
Certification of the Chief Financial Officer
 
 
 
32

 
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
 
 
 
101

 
The following financial information from First Business Financial Services, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019, (ii) Consolidated Statements of Income for the three and six months ended June 30, 2020 and 2019, (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2020 and 2019, (v) Consolidated Statements of Cash Flows for the three and six months ended June 30, 2020 and 2019, and (vi) the Notes to Unaudited Consolidated Financial Statements
 
 
 
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
FIRST BUSINESS FINANCIAL SERVICES, INC.
 
July 24, 2020
/s/ Corey A. Chambas
 
Corey A. Chambas 
 
Chief Executive Officer
 
 
July 24, 2020
/s/ Edward G. Sloane, Jr.
 
Edward G. Sloane, Jr.
 
Chief Financial Officer
 
(principal financial officer)


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