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 ~~September~~June 30, ~~2021~~2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 0-11487

LAKELAND FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Indiana			35-1559596
(State or Other Jurisdiction			(IRS Employer
of Incorporation or Organization)			Identification No.)

202 East Center Street,
Warsaw	,	Indiana	46580
(Address of principal executive offices)			(Zip Code)

(574) 267‑6144

(Registrant’s Telephone Number, Including Area Code)

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, No par value

LKFN

NASDAQ

(Nasdaq Global Select Market)

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 ☒ 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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

Large accelerated filer ☒ Accelerated filer ☐ 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 ☒

Number of shares of common stock outstanding at ~~October 22, 2021: 25,299,178~~ July 28, 2022: 25,351,662

Table of Contents

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets — ~~September 30, 2021~~— June 30, 2022 and December 31, ~~2020~~2021	1
	Consolidated Statements of Income — three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	2
	Consolidated Statements of Comprehensive Income (Loss) — three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	3
	Consolidated Statements of Changes in Stockholders’ Equity — three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	4
	Consolidated Statements of Cash Flows — ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	6
	Notes to the Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3632
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5649
Item 4.	Controls and Procedures	5750
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	5851
Item 1A.	Risk Factors	5851
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5851
Item 3.	Defaults Upon Senior Securities	5851
Item 4.	Mine Safety Disclosures	5851
Item 5.	Other Information	5851
Item 6.	Exhibits	5952
SIGNATURES		6053

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS ~~(in~~(dollars in thousands, except share data)


		September 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Cash and due from banks	Cash and due from banks	$	78,523	$	74,457	Cash and due from banks	$	72,386	$	51,830
Short-term investments	Short-term investments	478,710		175,470		Short-term investments	97,129		631,410
Total cash and cash equivalents	Total cash and cash equivalents	557,233		249,927		Total cash and cash equivalents	169,515		683,240

Securities available-for-sale (carried at fair value)		1,239,715		734,845
Securities available-for-sale, at fair value						Securities available-for-sale, at fair value	1,300,580		1,398,558
Securities held-to-maturity, at amortized cost (fair value of $113,350 and $0, respectively)						Securities held-to-maturity, at amortized cost (fair value of $113,350 and $0, respectively)	127,411		0
Real estate mortgage loans held-for-sale	Real estate mortgage loans held-for-sale	7,969		11,218		Real estate mortgage loans held-for-sale	2,646		7,470

Loans, net of allowance for credit losses* of $73,048 and $61,408		4,166,405		4,587,748

Loans, net of allowance for credit losses of $67,523 and $67,773						Loans, net of allowance for credit losses of $67,523 and $67,773	4,357,176		4,220,068
Land, premises and equipment, net	Land, premises and equipment, net	59,998		59,298		Land, premises and equipment, net	58,601		59,309
Bank owned life insurance	Bank owned life insurance	97,224		95,227		Bank owned life insurance	97,599		97,652
Federal Reserve and Federal Home Loan Bank stock	Federal Reserve and Federal Home Loan Bank stock	13,772		13,772		Federal Reserve and Federal Home Loan Bank stock	12,840		13,772
Accrued interest receivable	Accrued interest receivable	17,780		18,761		Accrued interest receivable	20,733		17,674
Goodwill	Goodwill	4,970		4,970		Goodwill	4,970		4,970
Other assets	Other assets	57,850		54,669		Other assets	113,016		54,610
Total assets	Total assets	$	6,222,916	$	5,830,435	Total assets	$	6,265,087	$	6,557,323

LIABILITIES	LIABILITIES					LIABILITIES
Noninterest bearing deposits	Noninterest bearing deposits	$	1,762,021	$	1,538,331	Noninterest bearing deposits	$	1,797,614	$	1,895,481
Interest bearing deposits	Interest bearing deposits	3,652,617		3,498,474		Interest bearing deposits	3,823,970		3,839,926
Total deposits	Total deposits	5,414,638		5,036,805		Total deposits	5,621,584		5,735,407

Borrowings
Federal Home Loan Bank advances		75,000		75,000
Miscellaneous borrowings		0		10,500
Total borrowings		75,000		85,500

Borrowings - Federal Home Loan Bank advances						Borrowings - Federal Home Loan Bank advances	0		75,000
Accrued interest payable	Accrued interest payable	2,916		5,959		Accrued interest payable	1,948		2,619
Other liabilities	Other liabilities	47,160		44,987		Other liabilities	79,492		39,391
Total liabilities	Total liabilities	5,539,714		5,173,251		Total liabilities	5,703,024		5,852,417

STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITY					STOCKHOLDERS’ EQUITY
Common stock: 90,000,000 shares authorized, no par value	Common stock: 90,000,000 shares authorized, no par value					Common stock: 90,000,000 shares authorized, no par value
25,775,133 shares issued and 25,299,178 outstanding as of September 30, 2021
25,713,408 shares issued and 25,239,748 outstanding as of December 31, 2020		119,625		114,927
25,816,997 shares issued and 25,345,162 outstanding as of June 30, 2022						25,816,997 shares issued and 25,345,162 outstanding as of June 30, 2022
25,777,609 shares issued and 25,300,793 outstanding as of December 31, 2021						25,777,609 shares issued and 25,300,793 outstanding as of December 31, 2021	123,571		120,615
Retained earnings	Retained earnings	567,518		529,005		Retained earnings	612,026		583,134
Accumulated other comprehensive income		10,932		27,744
Treasury stock at cost (475,955 shares as of September 30, 2021, 473,660 shares as of December 31, 2020)		(14,962)		(14,581)
Accumulated other comprehensive income (loss)						Accumulated other comprehensive income (loss)	(158,534)		16,093
Treasury stock at cost (471,835 shares as of June 30, 2022, 476,816 shares as of December 31, 2021)						Treasury stock at cost (471,835 shares as of June 30, 2022, 476,816 shares as of December 31, 2021)	(15,089)		(15,025)
Total stockholders’ equity	Total stockholders’ equity	683,113		657,095		Total stockholders’ equity	561,974		704,817
Noncontrolling interest	Noncontrolling interest	89		89		Noncontrolling interest	89		89
Total equity	Total equity	683,202		657,184		Total equity	562,063		704,906
Total liabilities and equity	Total liabilities and equity	$	6,222,916	$	5,830,435	Total liabilities and equity	$	6,265,087	$	6,557,323

* Beginning January 1, 2021 calculation is based on the current expected credit loss methodology. Prior to January 1, 2021 calculation was based on the incurred loss methodology.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF INCOME (unaudited - dollars in thousands, except share and per share data)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
NET INTEREST INCOME	NET INTEREST INCOME									NET INTEREST INCOME
Interest and fees on loans	Interest and fees on loans									Interest and fees on loans
Taxable	Taxable	$	43,025	$	42,056	$	128,828	$	130,759	Taxable	$	44,138	$	42,342	$	83,873	$	85,803
Tax exempt	Tax exempt	119		104		324		542		Tax exempt	280		101		449		205
Interest and dividends on securities	Interest and dividends on securities									Interest and dividends on securities
Taxable	Taxable	2,470		1,577		6,482		5,419		Taxable	3,727		2,177		7,005		4,012
Tax exempt	Tax exempt	3,556		2,198		8,915		6,237		Tax exempt	4,994		2,870		9,600		5,359
Other interest income	Other interest income	125		44		348		292		Other interest income	483		135		729		223
Total interest income	Total interest income	49,295		45,979		144,897		143,249		Total interest income	53,622		47,625		101,656		95,602

Interest on deposits	Interest on deposits	3,479		5,941		11,587		24,324		Interest on deposits	4,890		3,890		7,971		8,108
Interest on borrowings	Interest on borrowings									Interest on borrowings
Short-term	Short-term	0		51		7		458		Short-term	0		0		0		7
Long-term	Long-term	75		74		222		172		Long-term	54		74		127		147
Total interest expense	Total interest expense	3,554		6,066		11,816		24,954		Total interest expense	4,944		3,964		8,098		8,262

NET INTEREST INCOME	NET INTEREST INCOME	45,741		39,913		133,081		118,295		NET INTEREST INCOME	48,678		43,661		93,558		87,340
				`
Provision for credit losses*		1,300		1,750		1,077		13,850
Provision (Reversal) for credit losses										Provision (Reversal) for credit losses	0		(1,700)		417		(223)

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		44,441		38,163		132,004		104,445
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES										NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES	48,678		45,361		93,141		87,563

NONINTEREST INCOME	NONINTEREST INCOME									NONINTEREST INCOME
Wealth advisory fees	Wealth advisory fees	2,177		1,930		6,433		5,594		Wealth advisory fees	2,204		2,078		4,491		4,256
Investment brokerage fees	Investment brokerage fees	521		421		1,560		1,148		Investment brokerage fees	541		575		1,060		1,039
Service charges on deposit accounts	Service charges on deposit accounts	2,756		2,491		7,768		7,452		Service charges on deposit accounts	2,882		2,521		5,691		5,012
Loan and service fees	Loan and service fees	3,005		2,637		8,823		7,470		Loan and service fees	3,195		3,042		6,084		5,818
Merchant card fee income	Merchant card fee income	838		670		2,226		1,933		Merchant card fee income	904		766		1,719		1,388
Bank owned life insurance income		640		932		2,101		1,476
Bank owned life insurance income (loss)										Bank owned life insurance income (loss)	(183)		705		(266)		1,461
Interest rate swap fee income	Interest rate swap fee income	180		2,143		934		4,105		Interest rate swap fee income	354		505		404		754
Mortgage banking income (loss)		(32)		1,005		1,756		2,945
Mortgage banking income										Mortgage banking income	351		415		860		1,788
Net securities gains	Net securities gains	0		314		797		363		Net securities gains	0		44		0		797
Other income	Other income	1,029		572		2,613		2,575		Other income	244		689		1,136		1,584
Total noninterest income	Total noninterest income	11,114		13,115		35,011		35,061		Total noninterest income	10,492		11,340		21,179		23,897

NONINTEREST EXPENSE	NONINTEREST EXPENSE									NONINTEREST EXPENSE
Salaries and employee benefits	Salaries and employee benefits	14,230		12,706		44,377		35,696		Salaries and employee benefits	14,798		15,762		29,190		30,147
Net occupancy expense	Net occupancy expense	1,413		1,404		4,343		4,336		Net occupancy expense	1,688		1,427		3,317		2,930
Equipment costs	Equipment costs	1,371		1,369		4,134		4,216		Equipment costs	1,459		1,318		2,870		2,763
Data processing fees and supplies	Data processing fees and supplies	3,169		3,025		9,692		8,736		Data processing fees and supplies	3,203		3,204		6,284		6,523
Corporate and business development	Corporate and business development	1,000		586		3,208		2,324		Corporate and business development	1,433		699		2,652		2,208
FDIC insurance and other regulatory fees	FDIC insurance and other regulatory fees	748		554		1,707		1,224		FDIC insurance and other regulatory fees	619		495		1,058		959
Professional fees	Professional fees	1,342		1,306		5,058		3,506		Professional fees	1,414		1,839		2,973		3,716
Other expense	Other expense	2,694		2,175		6,842		6,255		Other expense	3,299		1,904		6,538		4,148
Total noninterest expense	Total noninterest expense	25,967		23,125		79,361		66,293		Total noninterest expense	27,913		26,648		54,882		53,394

INCOME BEFORE INCOME TAX EXPENSE	INCOME BEFORE INCOME TAX EXPENSE	29,588		28,153		87,654		73,213		INCOME BEFORE INCOME TAX EXPENSE	31,257		30,053		59,438		58,066
Income tax expense	Income tax expense	5,469		5,377		16,204		13,468		Income tax expense	5,584		5,705		10,123		10,735
NET INCOME	NET INCOME	$	24,119	$	22,776	$	71,450	$	59,745	NET INCOME	$	25,673	$	24,348	$	49,315	$	47,331

BASIC WEIGHTED AVERAGE COMMON SHARES	BASIC WEIGHTED AVERAGE COMMON SHARES	25,479,654		25,418,712		25,472,185		25,484,329		BASIC WEIGHTED AVERAGE COMMON SHARES	25,527,896		25,473,497		25,521,618		25,465,621

BASIC EARNINGS PER COMMON SHARE	BASIC EARNINGS PER COMMON SHARE	$	0.95	$	0.89	$	2.81	$	2.34	BASIC EARNINGS PER COMMON SHARE	$	1.00	$	0.96	$	1.93	$	1.86

DILUTED WEIGHTED AVERAGE COMMON SHARES	DILUTED WEIGHTED AVERAGE COMMON SHARES	25,635,288		25,487,302		25,608,655		25,618,401		DILUTED WEIGHTED AVERAGE COMMON SHARES	25,697,577		25,602,063		25,699,908		25,596,843

DILUTED EARNINGS PER COMMON SHARE	DILUTED EARNINGS PER COMMON SHARE	$	0.94	$	0.89	$	2.79	$	2.33	DILUTED EARNINGS PER COMMON SHARE	$	1.00	$	0.95	$	1.92	$	1.85

* Beginning January 1, 2021 calculation is based on the current expected credit loss methodology. Prior to January 1, 2021 calculation was based on the incurred loss methodology.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited - dollars in thousands)


		Three months ended September 30,				Nine months ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Net income	Net income	$	24,119	$	22,776	$	71,450	$	59,745	Net income	$	25,673	$	24,348	$	49,315	$	47,331
Other comprehensive income (loss)	Other comprehensive income (loss)									Other comprehensive income (loss)
Change in securities available-for-sale:
Change in available-for-sale and transferred securities:										Change in available-for-sale and transferred securities:
Unrealized holding gain (loss) on securities available-for-sale arising during the period	Unrealized holding gain (loss) on securities available-for-sale arising during the period	(14,411)		789		(20,656)		16,848		Unrealized holding gain (loss) on securities available-for-sale arising during the period	(82,609)		9,052		(221,605)		(6,245)
Reclassification adjust for amortization of unrealized losses on securities transferred to held-to-maturity										Reclassification adjust for amortization of unrealized losses on securities transferred to held-to-maturity	386		0		386		0
Reclassification adjustment for gains included in net income	Reclassification adjustment for gains included in net income	0		(314)		(797)		(363)		Reclassification adjustment for gains included in net income	0		(44)		0		(797)
Net securities gain (loss) activity during the period	Net securities gain (loss) activity during the period	(14,411)		475		(21,453)		16,485		Net securities gain (loss) activity during the period	(82,223)		9,008		(221,219)		(7,042)
Tax effect	Tax effect	3,026		(101)		4,505		(3,462)		Tax effect	17,349		(1,892)		46,538		1,479
Net of tax amount	Net of tax amount	(11,385)		374		(16,948)		13,023		Net of tax amount	(64,874)		7,116		(174,681)		(5,563)
Defined benefit pension plans:	Defined benefit pension plans:									Defined benefit pension plans:
Amortization of net actuarial loss	Amortization of net actuarial loss	61		63		181		189		Amortization of net actuarial loss	36		60		72		120
Net gain activity during the period	Net gain activity during the period	61		63		181		189		Net gain activity during the period	36		60		72		120
Tax effect	Tax effect	(15)		(15)		(45)		(47)		Tax effect	(9)		(15)		(18)		(30)
Net of tax amount	Net of tax amount	46		48		136		142		Net of tax amount	27		45		54		90
Total other comprehensive income (loss), net of tax	Total other comprehensive income (loss), net of tax	(11,339)		422		(16,812)		13,165		Total other comprehensive income (loss), net of tax	(64,847)		7,161		(174,627)		(5,473)
Comprehensive income		$	12,780	$	23,198	$	54,638	$	72,910
Comprehensive income (loss)										Comprehensive income (loss)	$	(39,174)	$	31,509	$	(125,312)	$	41,858

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (unaudited - dollars in thousands, except share and per share data)

Three Months Ended
Common Stock Retained
Earnings Accumulated Other Comprehensive
Income (Loss) Treasury
Stock Total Stockholders’
Equity Noncontrolling
Interest Total
Equity
Shares Stock
Balance at July 1, 2020 25,233,280 $ 113,424 $ 496,891 $ 24,802 $ (14,314) $ 620,803 $ 89 $ 620,892
Comprehensive income:
Net income 22,776 22,776 22,776
Other comprehensive income, net of tax 422 422 422
Cash dividends declared and paid, $0.30 per share (7,626) (7,626) (7,626)
Treasury shares purchased under deferred directors' plan (4,709) 212 (212) 0 0
Stock activity under equity compensation plans 7,800 0 0 0
Stock based compensation expense 375 375 375
Balance at September 30, 2020 25,236,371 $ 114,011 $ 512,041 $ 25,224 $ (14,526) $ 636,750 $ 89 $ 636,839
Balance at July 1, 2021 25,289,966 $ 117,796 $ 552,063 $ 22,271 $ (14,748) $ 677,382 $ 89 $ 677,471
Comprehensive income:
Net income 24,119 24,119 24,119
Other comprehensive income, net of tax (11,339) (11,339) (11,339)
Cash dividends declared and paid, $0.34 per share (8,664) (8,664) (8,664)
Treasury shares purchased under deferred directors' plan (3,383) 214 (214) 0 0
Treasury shares sold and distributed under deferred directors' plan 0 0 0 0 0
Stock activity under equity compensation plans 12,595 (170) (170) (170)
Stock based compensation expense 1,785 1,785 1,785
Balance at September 30, 2021 25,299,178 $ 119,625 $ 567,518 $ 10,932 $ (14,962) $ 683,113 $ 89 $ 683,202


	Three Months Ended
	Common Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
	Shares	Stock

Balance at April 1, 2021	25,290,908	$	114,764	$	536,390	$	15,110	$	(14,685)	$	651,579	$	89	$	651,668

Comprehensive income:
Net income				24,348						24,348				24,348
Other comprehensive income (loss), net of tax						7,161				7,161				7,161
Cash dividends declared and paid, $0.34 per share				(8,675)						(8,675)				(8,675)
Treasury shares purchased under deferred directors' plan	(942)	63						(63)		0				0
Treasury shares sold and distributed under deferred directors' plan										0				0
Stock activity under equity compensation plans										0				0
Stock based compensation expense		2,969								2,969				2,969
Balance at June 30, 2021	25,289,966	$	117,796	$	552,063	$	22,271	$	(14,748)	$	677,382	$	89	$	677,471

Balance at April 1, 2022	25,346,149	$	121,138	$	596,578	$	(93,687)	$	(15,016)	$	609,013	$	89	$	609,102
Comprehensive loss:
Net income				25,673						25,673				25,673
Other comprehensive income (loss), net of tax						(64,847)				(64,847)				(64,847)
Cash dividends declared and paid, $0.40 per share				(10,225)						(10,225)				(10,225)
Treasury shares purchased under deferred directors' plan	(987)	73						(73)		0				0
Treasury shares sold and distributed under deferred directors' plan										0				0
Stock activity under equity compensation plans										0				0
Stock based compensation expense		2,360								2,360				2,360
Balance at June 30, 2022	25,345,162	$	123,571	$	612,026	$	(158,534)	$	(15,089)	$	561,974	$	89	$	562,063

Table of Contents

Nine Months Ended
Common Stock Retained
Earnings Accumulated Other Comprehensive
Income (Loss) Treasury
Stock Total Stockholders’
Equity Noncontrolling
Interest Total
Equity
Shares Stock
Balance at January 1, 2020 25,444,275 $ 114,858 $ 475,247 $ 12,059 $ (4,153) $ 598,011 $ 89 $ 598,100
Comprehensive income:
Net income 59,745 59,745 59,745
Other comprehensive income, net of tax 13,165 13,165 13,165
Cash dividends declared and paid, $0.90 per share (22,951) (22,951) (22,951)
Treasury shares purchased under share repurchase plan (289,101) 0 (10,012) (10,012) (10,012)
Treasury shares purchased under deferred directors' plan (10,450) 480 (480) 0 0
Treasury shares sold and distributed under deferred directors' plan 5,748 (119) 119 0 0
Stock activity under equity compensation plans 85,899 (2,030) (2,030) (2,030)
Stock based compensation expense 822 822 822
Balance at September 30, 2020 25,236,371 $ 114,011 $ 512,041 $ 25,224 $ (14,526) $ 636,750 $ 89 $ 636,839
Balance at January 1, 2021 25,239,748 $ 114,927 $ 529,005 $ 27,744 $ (14,581) $ 657,095 $ 89 $ 657,184
Adoption of ASU 2016-13 (6,951) (6,951) (6,951)
Comprehensive income:
Net income 71,450 71,450 71,450
Other comprehensive loss, net of tax (16,812) (16,812) (16,812)
Cash dividends declared and paid, $1.02 per share (25,986) (25,986) (25,986)
Treasury shares purchased under deferred directors' plan (7,959) 496 (496) 0 0
Treasury shares sold and distributed under deferred directors' plan 5,664 (115) 115 0 0
Stock activity under equity compensation plans 61,725 (1,818) (1,818) (1,818)
Stock based compensation expense 6,135 6,135 6,135
Balance at September 30, 2021 25,299,178 $ 119,625 $ 567,518 $ 10,932 $ (14,962) $ 683,113 $ 89 $ 683,202


	Six Months Ended
	Common Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
	Shares	Stock

Balance at January 1, 2021	25,239,748	$	114,927	$	529,005	$	27,744	$	(14,581)	$	657,095	$	89	$	657,184
Adoption of ASU 2016-13				(6,951)						(6,951)				(6,951)
Comprehensive income:
Net income				47,331						47,331				47,331
Other comprehensive income (loss), net of tax						(5,473)				(5,473)				(5,473)
Cash dividends declared and paid, $0.68 per share				(17,322)						(17,322)				(17,322)
Treasury shares purchased under deferred directors' plan	(4,576)	282						(282)		0				0
Treasury shares sold and distributed under deferred directors' plan	5,664	(115)						115		0				0
Stock activity under equity compensation plans	49,130	(1,648)								(1,648)				(1,648)
Stock based compensation expense		4,350								4,350				4,350
Balance at June 30, 2021	25,289,966	$	117,796	$	552,063	$	22,271	$	(14,748)	$	677,382	$	89	$	677,471

Balance at January 1, 2022	25,300,793	120,615		583,134		16,093		(15,025)		$	704,817	$	89	$	704,906
Comprehensive loss:
Net income				49,315						49,315				49,315
Other comprehensive income (loss), net of tax						(174,627)				(174,627)				(174,627)
Cash dividends declared and paid, $0.80 per share				(20,423)						(20,423)				(20,423)
Treasury shares purchased under deferred directors' plan	(3,574)	285						(285)		0				0
Treasury shares sold and distributed under deferred directors' plan	8,555	(221)						221		0				0
Stock activity under equity compensation plans	39,388	(1,728)								(1,728)				(1,728)
Stock based compensation expense		4,620								4,620				4,620
Balance at June 30, 2022	25,345,162	$	123,571	$	612,026	$	(158,534)	$	(15,089)	$	561,974	$	89	$	562,063

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited - in thousands)


Nine Months Ended September 30,		2021		2020
Six Months Ended June 30,						Six Months Ended June 30,	2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	71,450	$	59,745	Net income	$	49,315	$	47,331
Adjustments to reconcile net income to net cash from operating activities:	Adjustments to reconcile net income to net cash from operating activities:					Adjustments to reconcile net income to net cash from operating activities:
Depreciation	Depreciation	4,555		4,477		Depreciation	3,020		3,053
Provision for credit losses*		1,077		13,850
Provision (Reversal) for credit losses						Provision (Reversal) for credit losses	417		(223)
Gain on sale and write down of other real estate owned	Gain on sale and write down of other real estate owned	(53)		0		Gain on sale and write down of other real estate owned	0		(37)
Amortization of loan servicing rights	Amortization of loan servicing rights	1,697		563		Amortization of loan servicing rights	385		705
Net change in loan servicing rights valuation allowance	Net change in loan servicing rights valuation allowance	(197)		628		Net change in loan servicing rights valuation allowance	(701)		(197)
Loans originated for sale, including participations	Loans originated for sale, including participations	(92,728)		(93,805)		Loans originated for sale, including participations	(23,082)		(64,706)
Net gain on sales of loans	Net gain on sales of loans	(3,609)		(3,286)		Net gain on sales of loans	(777)		(2,770)
Proceeds from sale of loans, including participations	Proceeds from sale of loans, including participations	98,655		90,568		Proceeds from sale of loans, including participations	28,430		70,988
Net (gain) loss on sales of premises and equipment	Net (gain) loss on sales of premises and equipment	4		82		Net (gain) loss on sales of premises and equipment	1		(1)
Net gain on sales and calls of securities available-for-sale	Net gain on sales and calls of securities available-for-sale	(797)		(363)		Net gain on sales and calls of securities available-for-sale	0		(797)
Net securities amortization	Net securities amortization	3,457		3,021		Net securities amortization	3,245		2,109
Stock based compensation expense	Stock based compensation expense	6,135		822		Stock based compensation expense	4,620		4,350
Earnings on life insurance		(2,101)		(1,476)
Losses (earnings) on life insurance						Losses (earnings) on life insurance	266		(1,461)
Gain on life insurance	Gain on life insurance	(404)		(576)		Gain on life insurance	0		(202)
Tax benefit of stock award issuances	Tax benefit of stock award issuances	(266)		(71)		Tax benefit of stock award issuances	(500)		(266)
Net change:	Net change:					Net change:
Interest receivable and other assets	Interest receivable and other assets	(2,090)		(3,987)		Interest receivable and other assets	165		1,788
Interest payable and other liabilities	Interest payable and other liabilities	1,196		(8,927)		Interest payable and other liabilities	26,355		(714)
Total adjustments	Total adjustments	14,531		1,520		Total adjustments	41,844		11,619
Net cash from operating activities	Net cash from operating activities	85,981		61,265		Net cash from operating activities	91,159		58,950

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Proceeds from sale of securities available- for-sale		13,964		6,413
Proceeds from sale of securities available-for-sale						Proceeds from sale of securities available-for-sale	0		13,964
Proceeds from maturities, calls and principal paydowns of securities available-for-sale	Proceeds from maturities, calls and principal paydowns of securities available-for-sale	102,399		69,259		Proceeds from maturities, calls and principal paydowns of securities available-for-sale	59,617		66,576
Proceeds from maturities, calls and principal paydowns of securities held-to-maturity						Proceeds from maturities, calls and principal paydowns of securities held-to-maturity	5		0
Purchases of securities available-for-sale	Purchases of securities available-for-sale	(640,364)		(89,934)		Purchases of securities available-for-sale	(313,905)		(437,680)
Purchase of life insurance	Purchase of life insurance	(648)		(361)		Purchase of life insurance	(657)		(586)
Net (increase) decrease in total loans	Net (increase) decrease in total loans	410,323		(527,886)		Net (increase) decrease in total loans	(137,525)		296,032
Proceeds from sales of land, premises and equipment	Proceeds from sales of land, premises and equipment	6		651		Proceeds from sales of land, premises and equipment	1		2
Purchases of land, premises and equipment	Purchases of land, premises and equipment	(5,265)		(5,154)		Purchases of land, premises and equipment	(2,314)		(3,295)
Proceeds from redemption of Federal Home Loan Bank stock						Proceeds from redemption of Federal Home Loan Bank stock	932		0
Proceeds from sales of other real estate	Proceeds from sales of other real estate	946		0		Proceeds from sales of other real estate	0		167
Proceeds from life insurance	Proceeds from life insurance	931		1,285		Proceeds from life insurance	0		531
Net cash from investing activities	Net cash from investing activities	(117,708)		(545,727)		Net cash from investing activities	(393,846)		(64,289)

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Net increase in total deposits	Net increase in total deposits	377,833		634,135		Net increase in total deposits	(113,823)		357,859
Net increase (decrease) in short-term borrowings	Net increase (decrease) in short-term borrowings	(10,500)		10,500		Net increase (decrease) in short-term borrowings	0		(10,500)
Payments on short-term FHLB borrowings		0		(170,000)
Proceeds from long-term FHLB borrowings		0		75,000

Payments on long-term FHLB borrowings						Payments on long-term FHLB borrowings	(75,000)		0
Common dividends paid	Common dividends paid	(25,973)		(22,938)		Common dividends paid	(20,410)		(17,309)
Preferred dividends paid	Preferred dividends paid	(13)		(13)		Preferred dividends paid	(13)		(13)
Payments related to equity incentive plans	Payments related to equity incentive plans	(1,818)		(2,030)		Payments related to equity incentive plans	(1,728)		(1,648)
Purchase of treasury stock	Purchase of treasury stock	(496)		(10,492)		Purchase of treasury stock	(285)		(282)
Sale of treasury stock						Sale of treasury stock	221		115
Net cash from financing activities	Net cash from financing activities	339,033		514,162		Net cash from financing activities	(211,038)		328,222
Net change in cash and cash equivalents	Net change in cash and cash equivalents	307,306		29,700		Net change in cash and cash equivalents	(513,725)		322,883
Cash and cash equivalents at beginning of the period	Cash and cash equivalents at beginning of the period	249,927		99,381		Cash and cash equivalents at beginning of the period	683,240		249,927
Cash and cash equivalents at end of the period	Cash and cash equivalents at end of the period	$	557,233	$	129,081	Cash and cash equivalents at end of the period	169,515		572,810
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest	Interest	$	14,859	$	30,255	Interest	$	8,768	$	10,350
Income taxes	Income taxes	20,637		14,380		Income taxes	7,065		14,262
Supplemental non-cash disclosures:	Supplemental non-cash disclosures:					Supplemental non-cash disclosures:
Loans transferred to other real estate owned	Loans transferred to other real estate owned	893		35		Loans transferred to other real estate owned	0		893
Securities purchases payable	Securities purchases payable	4,982		7,712		Securities purchases payable	0		40,605
Right-of-use assets obtained in exchange for lease liabilities						Right-of-use assets obtained in exchange for lease liabilities	1,612		0

* Beginning January 1, 2021 calculation is based on the current expected credit loss methodology. Prior to January 1, 2021 calculation was based on the incurred loss methodology.

The accompanying notes are an integral part of these consolidated financial statements.

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NOTE 1. BASIS OF PRESENTATION

This report is filed for Lakeland Financial Corporation (the "Company"), which has 2 wholly owned subsidiaries, Lake City Bank (the "Bank") and LCB Risk Management, a captive insurance company. Also included in this report are results for the Bank’s wholly owned subsidiary, LCB Investments II, Inc. ("LCB Investments"), which manages the Bank’s investment securities portfolio. LCB Investments owns LCB Funding, Inc. ("LCB Funding"), a real estate investment trust. All significant inter-company balances and transactions have been eliminated in consolidation.

The unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and are unaudited. In the opinion of management, all adjustments (all of which are normal and recurring in nature) considered necessary for a fair presentation have been included. Operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 are not necessarily indicative of the results that may be expected for any subsequent reporting periods, including the year ending December 31, ~~2021.~~2022. The Company’s ~~2020~~2021 Annual Report on Form 10-K should be read in conjunction with these statements.

~~Adoption of New Accounting Standards~~

In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update, commonly referred to as the current expected credit losses methodology (“CECL”), changes the accounting for credit losses on loans and debt securities. Under the new guidance, the Company’s measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. For loans, this measurement takes place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the “incurred loss” model previously required, but still permitted, under GAAP, which delays recognition until it is probable a loss has been incurred. In addition, the guidance modifies the other-than-temporary impairment model for available-for-sale debt securities to require an allowance for credit impairment instead of a direct write-down, which allows for reversal of credit impairments in future periods. This guidance was effective, subject to optional delay discussed below, for the Company for fiscal years beginning after December 15, 2019, including interim periods in those fiscal years.

As previously disclosed, the Company implemented the CECL methodology and ran it concurrently with the historical incurred method. Under a provision provided by the CARES Act, the Company elected to delay the adoption of FASB’s new rule covering the CECL standard. On December 27, 2020, then-President Trump signed into law the Consolidated Appropriations Act, 2021. This law extended relief for troubled debt restructurings and provided for further delay of the current expected credit losses adoption under the CARES Act to January 1, 2022, with early adoption permitted. The Company elected to remain on the incurred loan loss methodology for 2020.

The Company adopted ASU 2016-13 during the first quarter of 2021, effective January 1, 2021. Upon adoption, the Company recognized a $9.1 million increase in the allowance for credit losses. This resulted in a one-time cumulative effect adjustment decreasing retained earnings as of January 1, 2021 by $7.0 million, net of deferred taxes of $2.1 million. The Company did not recognize an allowance for credit impairment for available-for-sale securities.

~~Table of Contents~~

~~The following table illustrates the impact of adoption of the ASU:~~

January 1, 2021
(dollars in thousands) As Reported Under
ASC 326 Pre-ASC 326
Adoption Impact of
ASC 326
Adoption
Loans
Commercial and industrial loans $ 32,645 $ 28,333 $ 4,312
Commercial real estate and multi-family residential loans 27,223 22,907 4,316
Agri-business and agricultural loans 4,103 3,043 1,060
Other commercial loans 1,357 416 941
Consumer 1-4 family loans 3,572 2,619 953
Other consumer loans 1,300 951 349
Unallocated 258 3,139 (2,881)
Allowance for credit losses $ 70,458 $ 61,408 $ 9,050

~~The Company’s loan segmentation, as disclosed in “Note 3 – Loans”, did not change as a result of adopting this ASU.~~

In December 2018, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC approved a final rule to address changes to credit loss accounting under GAAP, including banking organizations’ implementation of CECL. The final rule provides banking organizations the option to phase in over a three-year period the day-one adverse effects on regulatory capital that may result from the adoption of the new accounting standard. In March 2020, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC published an interim final rule to delay the estimated impact on regulatory capital stemming from the implementation of CECL. The interim final rule maintains the three-year transition option in the previous rule and provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). The Company is not adopting the capital transition relief over the permissible three-year or five-year periods.

In August 2018, the FASB issued ASU 2018-14 “Compensation — Retirement Benefits — Defined Benefit Plans — General (Topic 715-20): Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans.” The ASU updated the annual disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans by adding, clarifying and removing certain disclosures. These amendments are effective for fiscal years ending after December 15, 2020, for public business entities, and are to be applied on a retrospective basis to all periods presented. The Company adopted this new accounting standard on January 1, 2021, and the adoption did not have a material impact on its financial statements.

In December 2019, the FASB issued ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” These amendments remove specific exceptions to the general principles in Topic 740 in GAAP. It eliminates the need for an organization to analyze whether the following apply in a given period: exception to the incremental approach for intraperiod tax allocation; exceptions to accounting for basis differences where there are ownership changes in foreign investments; and exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. It also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax. It also enacts changes in tax laws in interim periods. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted this new accounting standard on January 1, 2021, and the adoption did not have a material impact on its financial statements.

~~Table of Contents~~

~~In January 2020, the FASB issued ASU No. 2020-1~~ “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” These amendments, among other things, clarify that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The amendments also clarify that, when determining the accounting for certain forward contracts and purchased options a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is permitted, including early adoption in an interim period. An entity should apply ASU 2020-1 prospectively at the beginning of the interim period that includes the adoption date. The Company adopted ASU 2020-1 on January 1, 2021 and it did not have a material impact on its financial statements.

~~In October 2020, the FASB issued ASU No. 2020-8, "Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs~~," to clarify that an entity should reevaluate whether a callable debt security is within the scope of ASC paragraph 310-20-35-33 for each reporting period. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, and early application is not permitted. The Company adopted this new accounting standard on January 1, 2021, and the adoption did not have a material impact on its financial statements.

Newly Issued But Not Yet Effective Accounting Standards

On March 12, 2020, the FASB issued Accounting Standards Update (ASU) ~~2020-4, "Reference~~2020-04, "Reference Rate Reform ~~(“ASC 848”)~~(ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." ASC 848 contains optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The Company has formed a cross-functional project team to lead the transition from LIBOR to a planned adoption of reference rates which could include Secured Overnight Financing Rate (“SOFR”), amongst others. The Company has identified certain loans that renewed prior to 2021 and obtained updated reference rate language at the time of renewal. Additionally, management is utilizing the timeline guidance published by the Alternative Reference Rates Committee to develop and achieve internal milestones during this transitional period. The ~~Company has adhered~~Company's policy is to adhere to the International Swaps and Derivatives Association 2020 IBOR Fallbacks Protocol that was released on October 23, 2020.

The Company ~~will discontinue~~discontinued the use of new LIBOR-based loans ~~no later than~~by December 31, 2021, according to regulatory ~~guidelines, and is operationally preparing for this change during the fourth quarter of 2021.~~guidelines. The Company plans to transition LIBOR-based loans to an alternative reference rate on or before June 30, 2023. The guidance under ~~ASC-848~~ASC 848 will be available for a limited time, generally through December 31, 2022. The Company expects to adopt the LIBOR transition relief allowed under this ~~standard.~~standard, and does not expect such adoption to have a material impact on the consolidated financial statements.

In ~~August 2021,~~March 2022, the FASB issued ASU ~~2021-6, "Presentation~~2022-01, "Derivatives and Hedging (ASC 815): Fair Value Hedging - Portfolio Layer Method." ASC 815 currently permits only prepayable financial assets and one or more beneficial interests secured by a portfolio of ~~Financial Statements (Topic 205), Financial Services - Depository~~prepayable financial instruments to be included in a last-of-layer closed portfolio. The amendments in this Update allow nonprepayable financial assets to also be included in a closed portfolio hedged using the portfolio layer method. That expanded scope permits an entity to apply the same portfolio hedging method to both prepayable and ~~Lending (Topic 942) and Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10786,~~ ~~Amendments to Financial Disclosures about Acquired and Disposed Businesses,~~ ~~and No. 33-10835,~~ ~~Update of Statistical Disclosures~~nonpreapayble financial assets, thereby allowing consistent accounting for ~~Bank and Savings and Loan Registrants~~."similar hedges. The guidance is effective ~~upon its addition~~for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements.

In March 2022, the FASB ~~codification.~~issued ASU 2022-02, "Financial Instruments - Credit Losses (ASC 326): Troubled Debt Restructurings (TDRs) and Vintage Disclosures." The guidance amends ASC 326 to eliminate the accounting guidance for TDRs by creditors, while enhancing disclosure requirements for certain loan refinancing and restructuring activities by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying TDR recognition and measurement guidance, creditors will determine whether a modification results in a new loan or continuation of existing loan. These amendments are intended to enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. Additionally, the amendments to ASC 326 require that an entity disclose current-period gross write-offs by year of origination within the vintage disclosures, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. The guidance is only for entities that have adopted the amendments in Update 2016-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption using prospective application, including adoption in an interim period where the guidance should be applied as of the beginning of the fiscal year, is permitted. The Company elected to early adopt the provisions of the ASU related to modifications during the second quarter of 2022, with retrospective application to January 1, 2022. Adoption of this portion of the standard did not have

a material impact on the consolidated financial statements. The Company is currently assessing the impact of vintage disclosure provisions of ASU ~~2021-6~~2022-02 on its ~~disclosures.~~disclosures; however, the Company does not expect the adoption of this portion of the standard to have a material impact on the consolidated financial statements.

~~Reclassifications~~Reclassification

Certain amounts appearing in the consolidated financial statements and notes thereto for prior periods have been reclassified to conform with the current presentation. The reclassifications had no effect on net income or stockholders' equity as previously reported.

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NOTE 2. SECURITIES

Debt securities purchased with the intent and ability to hold to their maturity are classified as held-to-maturity securities. All other investment securities are classified as available-for-sale securities.

Available-for-Sale Securities

Information related to the amortized cost, fair value and allowance for credit losses of securities available-for-sale and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) is provided in the ~~tables~~table below.


(dollars in thousands)	(dollars in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value		(dollars in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
September 30, 2021
June 30, 2022												June 30, 2022
U.S. Treasury securities												U.S. Treasury securities	$	2,249	$	0	$	(15)	$	0	$	2,234
U.S. government sponsored agencies												U.S. government sponsored agencies	161,587		0		(19,326)		0		142,261
Mortgage-backed securities: residential												Mortgage-backed securities: residential	619,651		261		(61,790)		0		558,122

State and municipal securities												State and municipal securities	692,698		622		(95,357)		0		597,963
Total												Total	$	1,476,185	$	883	$	(176,488)	$	0	$	1,300,580

December 31, 2021												December 31, 2021
U.S. Treasury securities	U.S. Treasury securities	$	900	$	0	$	0	$	0	$	900	U.S. Treasury securities	$	900	$	0	$	0	$	0	$	900
U.S. government sponsored agencies	U.S. government sponsored agencies	118,681		17		(2,237)		0		116,461		U.S. government sponsored agencies	145,858		39		(2,445)		0		143,452
Mortgage-backed securities: residential	Mortgage-backed securities: residential	430,388		5,511		(4,066)		0		431,833		Mortgage-backed securities: residential	487,157		4,455		(4,936)		0		486,676
Mortgage-backed securities: commercial	Mortgage-backed securities: commercial	23,699		483		0		0		24,182		Mortgage-backed securities: commercial	522		1		0		0		523
State and municipal securities	State and municipal securities	650,561		20,955		(5,177)		0		666,339		State and municipal securities	742,532		25,749		(1,274)		0		767,007
Total	Total	$	1,224,229	$	26,966	$	(11,480)	$	0	$	1,239,715	Total	$	1,376,969	$	30,244	$	(8,655)	$	0	$	1,398,558

December 31, 2020
U.S. government sponsored agencies		$	36,492	$	56	$	(61)	$	0	$	36,487
Mortgage-backed securities: residential		270,231		9,289		(17)		0		279,503
Mortgage-backed securities: commercial		35,877		1,004		0		0		36,881
State and municipal securities		355,306		26,696		(28)		0		381,974
Total		$	697,906	$	37,045	$	(106)	$	0	$	734,845

Held-to-Maturity Securities

Information related to the amortized cost, fair value and allowance for credit losses of securities held-to-maturity and the related gross unrealized gains and losses is presented in the table below.


(dollars in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
June 30, 2022
State and municipal securities	$	127,411	$	0	$	(14,061)	$	0	$	113,350

On April 1, 2022, the Company elected to transfer securities from available-for-sale to held-to-maturity due to overall balance sheet management strategies. The fair value of securities transferred was $127.0 million from available-for-sale to held-to-maturity. The unrealized loss on the securities transferred from available-for-sale to held-to-maturity was $24.4 million ($19.3 million, net of tax) at the date of the transfer based on the fair value of the securities on the transfer date. The Company has the current intent and ability to hold the transferred securities until maturity. Any net unrealized gain or loss on the transferred securities included in accumulated other comprehensive income (loss) at the time of the transfer will be amortized over the remaining life of the underlying security as an adjustment to the yield on those securities. There were no securities transferred from available-for-sale to held-to-maturity during the six months ended June 30, 2021 and there were no securities classified as held-to-maturity at December 31, 2021.

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Information regarding the fair value and amortized cost of available-for-sale and held-to-maturity debt securities by maturity as of ~~September~~June 30, ~~2021~~2022 is presented below. Maturity information is based on contractual maturity for all securities other than mortgage-backed securities. Actual maturities of securities may differ from contractual maturities because borrowers may have the right to prepay the obligation without a prepayment penalty.


							Available-for-Sale				Held-to-Maturity
(dollars in thousands)	(dollars in thousands)	Amortized Cost		Fair Value		(dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	Due in one year or less	$	4,245	$	4,256	Due in one year or less	$	3,403	$	3,394	$	0	$	0
Due after one year through five years	Due after one year through five years	11,953		12,284		Due after one year through five years	8,802		8,866		0		0
Due after five years through ten years	Due after five years through ten years	50,464		52,987		Due after five years through ten years	57,634		56,380		0		0
Due after ten years	Due after ten years	703,480		714,173		Due after ten years	786,695		673,818		127,411		113,350
		770,142		783,700			856,534		742,458		127,411		113,350
Mortgage-backed securities	Mortgage-backed securities	454,087		456,015		Mortgage-backed securities	619,651		558,122		0		0
Total debt securities	Total debt securities	$	1,224,229	$	1,239,715	Total debt securities	$	1,476,185	$	1,300,580	$	127,411	$	113,350

~~Securities~~ Available-for-sale securities proceeds, gross gains and gross losses are presented below.


		Three months ended September 30,				Nine Months Ended September 30,					Three months ended June 30,				Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2021		2020		2021		2020		(dollars in thousands)	2022		2021		2022		2021
Sales of securities available-for-sale	Sales of securities available-for-sale									Sales of securities available-for-sale
Proceeds	Proceeds	$	0	$	5,265	$	13,964	$	6,413	Proceeds	$	0	$	458	$	0	$	13,964
Gross gains	Gross gains	0		314		797		363		Gross gains	0		44		0		797
Gross losses	Gross losses	0		0		0		0		Gross losses	0		0		0		0
Number of securities	Number of securities	0		12		8		15		Number of securities	0		1		0		8

In accordance with ASU No. 2017-8, purchase premiums for callable securities are amortized to the earliest call date and premiums on non-callable securities as well as discounts are recognized in interest income using the interest method over the terms of the securities or over the estimated lives of mortgage-backed securities. Gains and losses on sales are based on the amortized cost of the security sold and recorded on the trade date.

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Securities with ~~carrying~~fair values of ~~$314.7~~$253.3 million and ~~$382.7~~$300.8 million were pledged as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, as collateral for borrowings from the Federal Home Loan Bank and Federal Reserve Bank and for other purposes as permitted or required by law.

Unrealized Loss Analysis on Available-for-Sale and Held-to-Maturity Securities

Information regarding available-for-sale securities with unrealized losses as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 is presented ~~below.~~on the following page. The tables divide the securities between those with unrealized losses for less than twelve months and those with unrealized losses for twelve months or more.

Less than 12 months 12 months or more Total
(dollars in thousands) Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses
September 30, 2021
U.S. government sponsored agencies $ 106,441 $ 2,237 $ 0 $ 0 $ 106,441 $ 2,237
Mortgage-backed securities: residential 245,919 4,066 0 0 245,919 4,066
Mortgage-backed securities: commercial 65 0 0 0 65 0
State and municipal securities 276,881 5,177 0 0 276,881 5,177
Total temporarily impaired $ 629,306 $ 11,480 $ 0 $ 0 $ 629,306 $ 11,480
December 31, 2020
U.S. government sponsored agencies $ 19,800 $ 61 $ 0 $ 0 $ 19,800 $ 61
Mortgage-backed securities: residential 3 0 3,112 17 3,115 17
Mortgage-backed securities: commercial 0 0 0 0 0 0
State and municipal securities 6,921 28 0 0 6,921 28
Total temporarily impaired $ 26,724 $ 89 $ 3,112 $ 17 $ 29,836 $ 106

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	Less than 12 months				12 months or more				Total
(dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
June 30, 2022
U.S. Treasury securities	$	2,234	$	15	$	0	$	0	$	2,234	$	15
U.S. government sponsored agencies	106,954		13,796		35,307		5,530		142,261		19,326
Mortgage-backed securities: residential	447,418		43,772		100,785		18,018		548,203		61,790

State and municipal securities	510,360		91,660		10,848		3,697		521,208		95,357
Total available-for-sale	$	1,066,966	$	149,243	$	146,940	$	27,245	$	1,213,906	$	176,488

December 31, 2021
U.S. government sponsored agencies	$	85,968	$	1,364	$	28,676	$	1,081	$	114,644	$	2,445
Mortgage-backed securities: residential	272,264		4,076		22,792		860		295,056		4,936

State and municipal securities	138,659		1,274		0		0		138,659		1,274
Total available-for-sale	$	496,891	$	6,714	$	51,468	$	1,941	$	548,359	$	8,655

Information regarding held-to-maturity securities with unrealized losses as of June 30, 2022 is presented below. The table divides the securities between those with unrealized losses for less than twelve months and those with unrealized losses for twelve months or more. No investment securities were designated as held-to-maturity at December 31, 2021.


	Less than 12 months				12 months or more				Total
(dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
June 30, 2022
State and municipal securities	$	113,350	$	14,061	$	0	$	0	$	113,350	$	14,061

The total number of securities with unrealized losses as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 is presented below.


		Less than 12 months	12 months or more	Total		Available-for-sale			Held-to-maturity
September 30, 2021
						Less than 12 months	12 months or more	Total	Less than 12 months	12 months or more	Total
June 30, 2022					June 30, 2022
U.S. Treasury securities					U.S. Treasury securities	6	0	6	0	0	0
U.S. government sponsored agencies	U.S. government sponsored agencies	12	0	12	U.S. government sponsored agencies	11	6	17	0	0	0
Mortgage-backed securities: residential	Mortgage-backed securities: residential	25	0	25	Mortgage-backed securities: residential	114	15	129	0	0	0
Mortgage-backed securities: commercial	Mortgage-backed securities: commercial	1	0	1	Mortgage-backed securities: commercial	0	0	0	0	0	0
State and municipal securities	State and municipal securities	162	0	162	State and municipal securities	468	11	479	41	0	41
Total temporarily impaired	Total temporarily impaired	200	0	200	Total temporarily impaired	599	32	631	41	0	41

December 31, 2020
December 31, 2021					December 31, 2021
U.S. government sponsored agencies	U.S. government sponsored agencies	3	0	3	U.S. government sponsored agencies	8	5	13	0	0	0
Mortgage-backed securities: residential	Mortgage-backed securities: residential	2	1	3	Mortgage-backed securities: residential	29	3	32	0	0	0
Mortgage-backed securities: commercial		0	0	0

State and municipal securities	State and municipal securities	2	0	2	State and municipal securities	80	0	80	0	0	0
Total temporarily impaired	Total temporarily impaired	7	1	8	Total temporarily impaired	117	8	125	0	0	0

Available-for-sale debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. For available-for sale debt securities in an unrealized loss position, management first assesses whether it intends to sell, or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through the consolidated income statement. For available-for sale debt securities that do not meet the above criteria and for held-to-maturity securities, management evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically

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related to the security and the issuer, among other factors. If this

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assessment indicates that a credit loss exists, management compares the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. ~~Any~~For available-for-sale debt securities, any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income (loss), net of applicable taxes. No

NaN allowance for credit losses for available-for-sale debt securities was ~~needed~~recorded at ~~September~~June 30, 2022 or December 31, 2021. No allowance for credit losses for held-to-maturity debt securities was recorded at June 30, 2022. Accrued interest receivable on ~~available-for-sale debt~~ securities totaled ~~$6.3~~$9.5 million and $7.4 million at ~~September~~June 30, 2022 and December 31, 2021, respectively, and is excluded from the estimate of credit losses.

The U.S. government sponsored agencies and mortgage-backed securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major credit rating agencies, and have a long history of no credit losses. Therefore, for those securities, we do not record expected credit losses. State and municipal securities credit losses are benchmarked against highly rated municipal securities of similar duration, as published by Moody's, resulting in an immaterial allowance for credit losses.

~~Prior to the adoption~~

Table of ~~ASC 326, there was no other-than-temporary impairment ("OTTI") recorded during the nine months ended September 30, 2020.~~Contents

NOTE 3. LOANS


(dollars in thousands)	(dollars in thousands)	September 30, 2021				December 31, 2020				(dollars in thousands)	June 30, 2022				December 31, 2021
Commercial and industrial loans:	Commercial and industrial loans:									Commercial and industrial loans:
Working capital lines of credit loans	Working capital lines of credit loans	$	659,166	15.5	%	$	626,023	13.5	%	Working capital lines of credit loans	$	726,798	16.4	%	$	652,861	15.2	%
Non-working capital loans	Non-working capital loans	782,618		18.5		1,165,355		25.0		Non-working capital loans	802,994		18.2		736,608		17.2
Total commercial and industrial loans	Total commercial and industrial loans	1,441,784		34.0		1,791,378		38.5		Total commercial and industrial loans	1,529,792		34.6		1,389,469		32.4

Commercial real estate and multi-family residential loans:	Commercial real estate and multi-family residential loans:									Commercial real estate and multi-family residential loans:
Construction and land development loans	Construction and land development loans	378,716		8.9		362,653		7.8		Construction and land development loans	418,284		9.4		379,813		8.9
Owner occupied loans	Owner occupied loans	740,836		17.4		648,019		13.9		Owner occupied loans	726,531		16.4		739,371		17.2
Nonowner occupied loans	Nonowner occupied loans	582,019		13.7		579,625		12.5		Nonowner occupied loans	635,477		14.4		588,458		13.7
Multifamily loans	Multifamily loans	252,983		6.0		304,717		6.5		Multifamily loans	173,875		3.9		247,204		5.8
Total commercial real estate and multi-family residential loans	Total commercial real estate and multi-family residential loans	1,954,554		46.0		1,895,014		40.7		Total commercial real estate and multi-family residential loans	1,954,167		44.1		1,954,846		45.6

Agri-business and agricultural loans:	Agri-business and agricultural loans:									Agri-business and agricultural loans:
Loans secured by farmland	Loans secured by farmland	152,099		3.5		195,410		4.2		Loans secured by farmland	194,248		4.4		206,331		4.8
Loans for agricultural production	Loans for agricultural production	171,981		4.1		234,234		5.0		Loans for agricultural production	193,654		4.4		239,494		5.6
Total agri-business and agricultural loans	Total agri-business and agricultural loans	324,080		7.6		429,644		9.2		Total agri-business and agricultural loans	387,902		8.8		445,825		10.4

Other commercial loans		83,595		2.0		94,013		2.0
Other commercial loans:										Other commercial loans:	93,157		2.1		73,490		1.7
Total commercial loans	Total commercial loans	3,804,013		89.6		4,210,049		90.4		Total commercial loans	3,965,018		89.6		3,863,630		90.1

Consumer 1-4 family mortgage loans:	Consumer 1-4 family mortgage loans:									Consumer 1-4 family mortgage loans:
Closed end first mortgage loans	Closed end first mortgage loans	173,689		4.1		167,847		3.6		Closed end first mortgage loans	190,988		4.3		176,561		4.1
Open end and junior lien loans	Open end and junior lien loans	161,941		3.8		163,664		3.5		Open end and junior lien loans	172,449		3.9		156,238		3.6
Residential construction and land development loans	Residential construction and land development loans	12,542		0.3		12,007		0.3		Residential construction and land development loans	10,075		0.2		11,921		0.3
Total consumer 1-4 family mortgage loans	Total consumer 1-4 family mortgage loans	348,172		8.2		343,518		7.4		Total consumer 1-4 family mortgage loans	373,512		8.4		344,720		8.0

Other consumer loans	Other consumer loans	92,169		2.2		103,616		2.2		Other consumer loans	88,683		2.0		82,755		1.9
Total consumer loans	Total consumer loans	440,341		10.4		447,134		9.6		Total consumer loans	462,195		10.4		427,475		9.9
Subtotal	Subtotal	4,244,354		100.0	%	4,657,183		100.0	%	Subtotal	4,427,213		100.0	%	4,291,105		100.0	%
Less: Allowance for credit losses	Less: Allowance for credit losses	(73,048)				(61,408)				Less: Allowance for credit losses	(67,523)				(67,773)
Net deferred loan fees	Net deferred loan fees	(4,901)				(8,027)				Net deferred loan fees	(2,514)				(3,264)
Loans, net	Loans, net	$	4,166,405			$	4,587,748			Loans, net	$	4,357,176			$	4,220,068

The recorded investment in loans does not include accrued interest, which totaled ~~$11.1~~$11.0 million and $10.0 million at ~~September~~June 30, ~~2021.~~2022 and December 31, 2021, respectively.

The Company had ~~$295,000~~ $320,000 and $350,000 in residential real estate loans in the process of foreclosure as of ~~September~~June 30, ~~2021, com~~2022 and~~pared to $19,000 as of~~ December 31, ~~2020.~~

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2021, respectively.

NOTE 4. ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost. Results for reporting periods beginning after January 1, 2021 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP.

The Company maintains an allowance for credit losses to provide for expected credit losses. Losses are charged against the allowance when management believes that the principal is uncollectable. Subsequent recoveries, if any, are credited to the allowance. Allocations of the allowance are made for specific loans and for pools of similar types of loans, although the entire allowance is available for any loan that, in management’s judgment, should be charged against the allowance. A provision for credit losses is taken based on management’s ongoing evaluation of the appropriate allowance balance. A formal evaluation of the adequacy of the credit loss allowance is conducted monthly. The ultimate recovery of all loans is susceptible to future market factors beyond the Company’s control.

The level of credit loss provision is influenced by growth in the overall loan portfolio, emerging market risk, emerging concentration risk, commercial loan focus and large credit concentration, new industry lending activity, general economic conditions and historical loss analysis. In addition, management gives consideration to changes in the facts and circumstances

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of watch list credits, which includes the security position of the borrower, in determining the appropriate level of the credit loss provision. Furthermore, management’s overall view on credit quality is a factor in the determination of the provision.

The determination of the appropriate allowance is inherently subjective, as it requires significant estimates by management. The Company has an established process to determine the adequacy of the allowance for credit losses that generally includes consideration of changes in the nature and volume of the loan portfolio and overall portfolio quality, along with current and forecasted economic conditions that may affect borrowers’ ability to repay. Consideration is not limited to these factors although they represent the most commonly cited factors. To determine the specific allocation levels for individual credits, management considers the current valuation of collateral and the amounts and timing of expected future cash flows as the primary measures. Management also considers trends in adversely classified loans based upon an ongoing review of those credits. With respect to pools of similar loans, an appropriate level of general allowance is determined by portfolio segment using a probability of default-loss given default (“PD/LGD”) model, subject to a floor. A default can be triggered by one of several different asset quality factors, including past due status, nonaccrual status, ~~TDR~~material modification status or if the loan has had a charge-off. This PD is then combined with a LGD derived from historical charge-off data to construct a default rate. This loss rate is then supplemented with adjustments for reasonable and supportable forecasts of relevant economic indicators, particularly the unemployment rate forecast from the Federal Open Market Committee’s Summary of Economic Projections, and other environmental factors based on the risks present for each portfolio segment. These environmental factors include consideration of the following: levels of, and trends in, delinquencies and nonperforming loans; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedure, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations. It is also possible that these factors could include social, political, economic, and terrorist events or activities. All of these factors are susceptible to change, which may be significant. As a result of this detailed process, the allowance results in two forms of allocations, specific and general. These two components represent the total allowance for credit losses deemed adequate to cover probable losses inherent in the loan portfolio.

Commercial loans are subject to a dual standardized grading process administered by the credit administration function. These grade assignments are performed independent of each other and a consensus is reached by credit administration and the loan review officer. Specific allowances are established in cases where management has identified significant conditions or circumstances related to an individual credit that indicate it should be evaluated on an individual basis. Considerations with respect to specific allocations for these individual credits include, but are not limited to, the following: (a) the sufficiency of the customer’s cash flow or net worth to repay the loan; (b) the adequacy of the discounted value of collateral relative to the loan balance; (c) whether the loan has been criticized in a regulatory examination; (d) whether the loan is nonperforming; (e) any other reasons the ultimate collectability of the loan may be in question; or (f) any unique loan characteristics that require special monitoring.

Allocations are also applied to categories of loans considered not to be individually analyzed, but for which the rate of loss is expected to be consistent with or greater than historical averages. Such allocations are based on past loss experience and information about specific borrower situations and estimated collateral values. These general pooled loan allocations are performed for portfolio segments of commercial and industrial; commercial real estate, multi-family, and construction; agri-business and agricultural; other commercial loans; and consumer 1-4 family mortgage and other consumer loans. General

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allocations of the allowance are determined by a historical loss rate based on the calculation of each pool’s probability of default-loss given default, subject to a floor. The length of the historical period for each pool is based on the average life of the pool. The historical loss rates are supplemented with consideration of economic conditions and portfolio trends.

Due to the imprecise nature of estimating the allowance for credit losses, the Company’s allowance for credit losses includes an unallocated component. The unallocated component of the allowance for credit losses incorporates the Company’s judgmental determination of potential expected losses that may not be fully reflected in other allocations, including factors such as the level of classified credits, economic uncertainties, industry trends impacting specific portfolio segments, broad portfolio quality trends, and trends in the composition of the Company’s large commercial loan portfolio and related large dollar exposures to individual borrowers. As a practical expedient, the Company has elected to ~~treat~~disclose accrued interest ~~the same way it is treated in the incurred loss model, wherein it is stated~~ separately from loan principal balances on the consolidated balance sheet. Additionally, when a loan is placed on non-accrual, interest payments ~~will be~~are reversed through interest ~~income, which is consistent with current practice.~~income.

For off balance sheet credit exposures outlined in the ASU at 326-20-30-11, it is the Company’s position that nearly all of the unfunded amounts on lines of credit are unconditionally cancellable, and therefore not subject to having a liability ~~set up, which matches the current accounting conclusion in the incurred loss environment.~~recorded.

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The following tables present the activity in the allowance for credit losses by portfolio segment for the ~~three-month period ended September 30, 2021:~~periods ended:


(dollars in thousands)	Commercial and Industrial		Commercial Real Estate and Multifamily Residential		Agri-business and Agricultural		Other Commercial		Consumer 1-4 Family Mortgage		Other Consumer		Unallocated		Total
Three Months Ended June 30, 2022
Beginning balance, April 1	$	31,322	$	26,257	$	4,761	$	1,058	$	2,606	$	1,040	$	482	$	67,526

Provision for credit losses	(139)		191		(8)		(345)		34		102		165		0
Loans charged-off	(13)		0		0		0		0		(85)		0		(98)
Recoveries	25		0		0		0		34		36		0		95
Net loans (charged-off) recovered	12		0		0		0		34		(49)		0		(3)
Ending balance	$	31,195	$	26,448	$	4,753	$	713	$	2,674	$	1,093	$	647	$	67,523


(dollars in thousands)	(dollars in thousands)	Commercial and Industrial		Commercial Real Estate and Multifamily Residential		Agri-business and Agricultural		Other Commercial		Consumer 1-4 Family Mortgage		Other Consumer		Unallocated		Total		(dollars in thousands)	Commercial and Industrial		Commercial Real Estate and Multifamily Residential		Agri-business and Agricultural		Other Commercial		Consumer 1-4 Family Mortgage		Other Consumer		Unallocated		Total
Three Months Ended September 30, 2021
Beginning balance, July 1		$	33,130	$	28,291	$	3,930	$	1,298	$	3,165	$	1,393	$	506	$	71,713
Three Months Ended June 30, 2021																		Three Months Ended June 30, 2021
Beginning balance, April 1																		Beginning balance, April 1	$	32,052	$	29,445	$	3,901	$	1,172	$	3,384	$	1,293	$	597	$	71,844

Provision for credit losses	Provision for credit losses	3,507		(1,545)		(244)		89		(265)		(116)		(126)		1,300		Provision for credit losses	(187)		(1,160)		(291)		126		(221)		124		(91)		(1,700)
Loans charged-off	Loans charged-off	(5)		0		0		0		(13)		(72)		0		(90)		Loans charged-off	(162)		0		0		0		(32)		(73)		0		(267)
Recoveries	Recoveries	44		0		0		0		14		67		0		125		Recoveries	1,427		6		320		0		34		49		0		1,836
Net loans (charged-off) recovered	Net loans (charged-off) recovered	39		0		0		0		1		(5)		0		35		Net loans (charged-off) recovered	1,265		6		320		0		2		(24)		0		1,569
Ending balance	Ending balance	$	36,676	$	26,746	$	3,686	$	1,387	$	2,901	$	1,272	$	380	$	73,048	Ending balance	$	33,130	$	28,291	$	3,930	$	1,298	$	3,165	$	1,393	$	506	$	71,713

~~The following tables present the activity in the allowance for credit losses by portfolio segment for the nine-month period ended September 30, 2021:~~


(dollars in thousands)	Commercial and Industrial		Commercial Real Estate and Multifamily Residential		Agri-business and Agricultural		Other Commercial		Consumer 1-4 Family Mortgage		Other Consumer		Unallocated		Total
Six Months Ended June 30, 2022
Beginning balance, January 1	$	30,595	$	26,535	$	5,034	$	1,146	$	2,866	$	1,147	$	450	$	67,773
Provision for credit losses	591		510		(281)		(433)		(214)		47		197		417
Loans charged-off	(32)		(597)		0		0		(22)		(187)		0		(838)
Recoveries	41		0		0		0		44		86		0		171
Net loans (charged-off) recovered	9		(597)		0		0		22		(101)		0		(667)
Ending balance	$	31,195	$	26,448	$	4,753	$	713	$	2,674	$	1,093	$	647	$	67,523


(dollars in thousands)	(dollars in thousands)	Commercial and Industrial		Commercial Real Estate and Multifamily Residential		Agri-business and Agricultural		Other Commercial		Consumer 1-4 Family Mortgage		Other Consumer		Unallocated		Total		(dollars in thousands)	Commercial and Industrial		Commercial Real Estate and Multifamily Residential		Agri-business and Agricultural		Other Commercial		Consumer 1-4 Family Mortgage		Other Consumer		Unallocated		Total
Nine Months Ended September 30, 2021
Six Months Ended June 30, 2021																		Six Months Ended June 30, 2021
Beginning balance, January 1	Beginning balance, January 1	$	28,333	$	22,907	$	3,043	$	416	$	2,619	$	951	$	3,139	$	61,408	Beginning balance, January 1	$	28,333	$	22,907	$	3,043	$	416	$	2,619	$	951	$	3,139	$	61,408
Impact of adopting ASC 326	Impact of adopting ASC 326	4,312		4,316		1,060		941		953		349		(2,881)		9,050		Impact of adopting ASC 326	4,312		4,316		1,060		941		953		349		(2,881)		9,050
Provision for credit losses	Provision for credit losses	2,780		(420)		(737)		30		(719)		21		122		1,077		Provision for credit losses	(727)		1,125		(493)		(59)		(454)		137		248		(223)
Loans charged-off	Loans charged-off	(254)		(71)		0		0		(51)		(217)		0		(593)		Loans charged-off	(249)		(71)		0		0		(38)		(145)		0		(503)
Recoveries	Recoveries	1,505		14		320		0		99		168		0		2,106		Recoveries	1,461		14		320		0		85		101		0		1,981
Net loans (charged-off) recovered	Net loans (charged-off) recovered	1,251		(57)		320		0		48		(49)		0		1,513		Net loans (charged-off) recovered	1,212		(57)		320		0		47		(44)		0		1,478
Ending balance	Ending balance	$	36,676	$	26,746	$	3,686	$	1,387	$	2,901	$	1,272	$	380	$	73,048	Ending balance	$	33,130	$	28,291	$	3,930	$	1,298	$	3,165	$	1,393	$	506	$	71,713

Table of Contents

Credit Quality Indicators:

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company analyzes commercial loans individually by classifying the loans as to credit risk. This analysis is performed on a quarterly basis for Special Mention, Substandard and Doubtful grade loans and annually on Pass grade loans over $250,000.

The Company uses the following definitions for risk ratings:

Special Mention. Loans classified as Special Mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard. Loans classified as Substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard, with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans are considered to be "Pass" rated when they are reviewed as part of the previously described process and do not meet the criteria above, ~~with the exception of consumer troubled debt restructurings,~~ which are evaluated and listed with Substandard commercial grade loans and consumer nonaccrual loans which are evaluated individually and listed with “Not Rated” loans. Loans listed as Not Rated are consumer loans or commercial loans with consumer characteristics included in groups of homogenous loans which are analyzed for credit quality indicators utilizing delinquency status.

Table of Contents

The following table summarizes the risk category of loans by loan segment and origination date as of ~~September~~June 30, ~~2021:~~2022:


(dollars in thousands)	(dollars in thousands)	2021		2020		2019		2018		2017		Prior		Term Total		Revolving		Total		(dollars in thousands)	2022		2021		2020		2019			2018		Prior		Term Total		Revolving		Total
Commercial and industrial loans:	Commercial and industrial loans:																			Commercial and industrial loans:
Working capital lines of credit loans:	Working capital lines of credit loans:																			Working capital lines of credit loans:
Pass	Pass	$	8,755	$	6,467	$	11,643	$	1,646	$	834	$	82	$	29,427	$	533,140	$	562,567	Pass	$	0	$	2,962	$	1,922	$	2,730		$	0	$	0	$	7,614	$	646,517	$	654,131
Special Mention	Special Mention	0		0		0		0		0		0		0		64,240		64,240		Special Mention	0		0		0		0			0		0		0		57,015		57,015
Substandard	Substandard	0		0		85		0		0		0		85		32,382		32,467		Substandard	0		0		0		0			0		0		0		15,732		15,732

Total	Total	8,755		6,467		11,728		1,646		834		82		29,512		629,762		659,274		Total	0		2,962		1,922		2,730			0		0		7,614		719,264		726,878
Non-working capital loans:	Non-working capital loans:																			Non-working capital loans:
Pass	Pass	184,286		172,825		87,892		68,814		23,713		20,548		558,078		163,413		721,491		Pass	138,644		149,019		111,258		62,632			20,117		24,563		506,233		249,976		756,209
Special Mention	Special Mention	17,614		0		630		1,112		2,466		1,185		23,007		2,426		25,433		Special Mention	121		16,041		0		188			602		3,510		20,462		146		20,608
Substandard	Substandard	4,908		7,022		1,225		4,681		5,723		512		24,071		3,208		27,279		Substandard	681		2,501		6,291		744			2,103		4,823		17,143		2,932		20,075

Not Rated	Not Rated	1,695		1,915		920		719		191		22		5,462		0		5,462		Not Rated	1,478		1,906		1,474		581			292		56		5,787		0		5,787
Total	Total	208,503		181,762		90,667		75,326		32,093		22,267		610,618		169,047		779,665		Total	140,924		169,467		119,023		64,145			23,114		32,952		549,625		253,054		802,679
Commercial real estate and multi-family residential loans:	Commercial real estate and multi-family residential loans:																			Commercial real estate and multi-family residential loans:
Construction and land development loans:	Construction and land development loans:																			Construction and land development loans:
Pass	Pass	13,305		40,841		4,679		30,875		0		16,870		106,570		270,801		377,371		Pass	16,284		34,046		20,426		489			554		0		71,799		344,051		415,850
Special Mention																				Special Mention	360		0		0		0			0		0		360		0		360

Total																				Total	16,644		34,046		20,426		489			554		0		72,159		344,051		416,210
Owner occupied loans:	Owner occupied loans:																			Owner occupied loans:
Pass	Pass	93,789		174,606		127,573		94,853		82,439		105,570		678,830		36,226		715,056		Pass	50,037		161,126		170,041		103,797			74,503		116,093		675,597		30,153		705,750
Special Mention	Special Mention	6,829		0		1,809		966		7,715		1,273		18,592		0		18,592		Special Mention	117		6,221		0		850			89		8,927		16,204		0		16,204
Substandard	Substandard	506		1,946		929		2,101		707		408		6,597		0		6,597		Substandard	0		455		1,496		629			1,161		234		3,975		0		3,975

Total	Total	101,124		176,552		130,311		97,920		90,861		107,251		704,019		36,226		740,245		Total	50,154		167,802		171,537		105,276			75,753		125,254		695,776		30,153		725,929
Nonowner occupied loans:	Nonowner occupied loans:																			Nonowner occupied loans:
Pass	Pass	75,760		160,552		118,333		26,642		41,494		69,129		491,910		59,107		551,017		Pass	81,440		136,381		142,092		107,374			20,484		79,173		566,944		56,731		623,675
Special Mention	Special Mention	11,937		349		620		0		0		14,341		27,247		0		27,247		Special Mention	0		11,436		0		0			0		0		11,436		0		11,436
Substandard		0		0		0		3,354		0		0		3,354		0		3,354

Total	Total	87,697		160,901		118,953		29,996		41,494		83,470		522,511		59,107		581,618		Total	81,440		147,817		142,092		107,374			20,484		79,173		578,380		56,731		635,111
Multifamily loans:	Multifamily loans:																			Multifamily loans:
Pass	Pass	79,260		53,500		36,784		14,372		14,688		18,696		217,300		12,997		230,297		Pass	1,915		25,916		37,559		36,109		17,105	11,805		16,742		130,046		21,528		151,574
Special Mention	Special Mention	0		0		0		0		22,252		0		22,252		0		22,252		Special Mention	22,077		0		0		0			0		0		22,077		0		22,077

Total	Total	79,260		53,500		36,784		14,372		36,940		18,696		239,552		12,997		252,549		Total	23,992		25,916		37,559		36,109			11,805		16,742		152,123		21,528		173,651
Agri-business and agricultural loans:	Agri-business and agricultural loans:																			Agri-business and agricultural loans:
Loans secured by farmland:	Loans secured by farmland:																			Loans secured by farmland:
Pass	Pass	35,548		37,854		17,533		13,327		9,841		19,776		133,879		12,345		146,224		Pass	22,371		45,319		31,514		11,720			8,832		21,224		140,980		48,216		189,196
Special Mention	Special Mention	0		1,985		2,336		0		190		30		4,541		938		5,479		Special Mention	260		0		1,676		1,868			0		200		4,004		882		4,886
Substandard	Substandard	212		0		0		0		0		145		357		0		357		Substandard	0		0		0		0			0		144		144		0		144

Total	Total	35,760		39,839		19,869		13,327		10,031		19,951		138,777		13,283		152,060		Total	22,631		45,319		33,190		13,588			8,832		21,568		145,128		49,098		194,226
Loans for agricultural production:	Loans for agricultural production:																			Loans for agricultural production:
Pass	Pass	27,116		27,959		4,415		11,399		1,478		4,393		76,760		76,860		153,620		Pass	1,599		30,747		23,772		4,025			9,790		4,998		74,931		105,093		180,024
Special Mention	Special Mention	464		8,644		1,250		0		43		19		10,420		8,014		18,434		Special Mention	0		415		7,266		996			0		0		8,677		5,042		13,719

Total	Total	27,580		36,603		5,665		11,399		1,521		4,412		87,180		84,874		172,054		Total	1,599		31,162		31,038		5,021			9,790		4,998		83,608		110,135		193,743
Other commercial loans:	Other commercial loans:																			Other commercial loans:
Pass	Pass	1,488		30,130		3,541		1,328		8,897		8,772		54,156		25,162		79,318		Pass	14,457		6,016		19,786		702			1,136		13,741		55,838		33,533		89,371
Special Mention	Special Mention	0		0		0		0		0		3,945		3,945		0		3,945		Special Mention	0		0		0		0			0		3,500		3,500		0		3,500

Total	Total	1,488		30,130		3,541		1,328		8,897		12,717		58,101		25,162		83,263		Total	14,457		6,016		19,786		702			1,136		17,241		59,338		33,533		92,871
Consumer 1-4 family mortgage loans:	Consumer 1-4 family mortgage loans:																			Consumer 1-4 family mortgage loans:
Closed end first mortgage loans	Closed end first mortgage loans																			Closed end first mortgage loans
Pass	Pass	13,332		17,484		5,487		6,502		3,216		2,145		48,166		2,183		50,349		Pass	5,661		13,358		13,878		5,111			5,344		4,204		47,556		3,964		51,520

Substandard	Substandard	0		0		0		0		0		1,821		1,821		0		1,821		Substandard	0		0		0		0			87		1,893		1,980		0		1,980

Not Rated	Not Rated	35,165		28,684		10,088		7,868		9,343		29,513		120,661		562		121,223		Not Rated	28,136		46,425		21,645		6,921			3,023		31,073		137,223		0		137,223
Total	Total	48,497		46,168		15,575		14,370		12,559		33,479		170,648		2,745		173,393		Total	33,797		59,783		35,523		12,032			8,454		37,170		186,759		3,964		190,723
Open end and junior lien loans	Open end and junior lien loans																			Open end and junior lien loans
Pass	Pass	193		379		162		317		0		0		1,051		10,733		11,784		Pass	0		646		368		80			102		0		1,196		4,767		5,963

Substandard	Substandard	0		0		0		0		0		0		0		0		0		Substandard	0		0		0		0			48		2		50		61		111

Not Rated	Not Rated	17,212		6,732		6,885		4,814		2,394		1,678		39,715		112,024		151,739		Not Rated	34,616		16,577		3,968		4,501			2,285		2,787		64,734		103,371		168,105
Total	Total	17,405		7,111		7,047		5,131		2,394		1,678		40,766		122,757		163,523		Total	34,616		17,223		4,336		4,581			2,435		2,789		65,980		108,199		174,179
Residential construction loans	Residential construction loans																			Residential construction loans

Not Rated	Not Rated	7,164		2,842		982		140		173		1,177		12,478		13		12,491		Not Rated	3,332		3,972		1,018		307			134		1,255		10,018		0		10,018

Total																				Total	3,332		3,972		1,018		307			134		1,255		10,018		0		10,018
Other consumer loans	Other consumer loans																			Other consumer loans
Pass	Pass	584		1,181		1,579		0		1,253		0		4,597		22,084		26,681		Pass	616		2,192		513		1,111			0		1,036		5,468		20,011		25,479

Substandard	Substandard	36		0		257		0		0		0		293		0		293		Substandard	0		0		0		215			0		0		215		41		256

Not Rated	Not Rated	18,262		17,058		8,678		6,945		2,531		1,418		54,892		10,081		64,973		Not Rated	12,364		17,487		11,424		5,280			4,087		1,991		52,633		10,113		62,746
Total	Total	18,882		18,239		10,514		6,945		3,784		1,418		59,782		32,165		91,947		Total	12,980		19,679		11,937		6,606			4,087		3,027		58,316		30,165		88,481

TOTAL	TOTAL	$	655,420	$	800,955	$	456,315	$	302,775	$	241,581	$	323,468	$	2,780,514	$	1,458,939	$	4,239,453	TOTAL	$	436,566	$	731,164	$	629,387	$	358,960		$	166,578	$	342,169	$	2,664,824	$	1,759,875	$	4,424,699

As of ~~September~~June 30, ~~2021, $91.9~~2022, $5.2 million in PPP loans were included in the "Pass" category of non-working capital commercial and industrial loans. These loans were included in this risk rating category because they are fully guaranteed by the ~~Small Business Administration (“SBA”).~~SBA.

The following table summarizes the risk category of loans by loan segment and origination date as of December 31, 2021:


(dollars in thousands)	2021		2020		2019		2018			2017		Prior		Term Total		Revolving		Total
Commercial and industrial loans:
Working capital lines of credit loans:
Pass	$	3,699	$	830	$	3,360	$	0		$	0	$	0	$	7,889	$	558,634	$	566,523
Special Mention	0		0		0		0			0		0		0		60,441		60,441
Substandard	0		0		35		0			0		0		35		25,928		25,963


Total	3,699		830		3,395		0			0		0		7,924		645,003		652,927
Non-working capital loans:
Pass	185,374		139,157		79,477		38,899			19,415		18,489		480,811		203,794		684,605
Special Mention	17,728		0		225		979			2,350		1,426		22,708		0		22,708
Substandard	2,996		6,948		1,091		2,534			5,465		426		19,460		3,321		22,781

Not Rated	2,265		1,758		837		563			128		14		5,565		0		5,565
Total	208,363		147,863		81,630		42,975			27,358		20,355		528,544		207,115		735,659
Commercial real estate and multi-family residential loans:
Construction and land development loans:
Pass	35,136		30,224		1,276		998			0		0		67,634		310,396		378,030




Total	35,136		30,224		1,276		998			0		0		67,634		310,396		378,030
Owner occupied loans:
Pass	135,861		169,404		124,117		85,070			78,155		93,925		686,532		29,611		716,143
Special Mention	6,555		0		880		933			7,387		1,235		16,990		0		16,990
Substandard	489		1,570		909		1,758			694		238		5,658		0		5,658


Total	142,905		170,974		125,906		87,761			86,236		95,398		709,180		29,611		738,791
Nonowner occupied loans:
Pass	146,342		154,433		107,262		19,054			31,023		59,154		517,268		44,362		561,630
Special Mention	11,825		331		0		0			0		14,253		26,409		0		26,409



Total	158,167		154,764		107,262		19,054			31,023		73,407		543,677		44,362		588,039
Multifamily loans:
Pass	84,678		53,195		36,575		12,286		17,105	14,574		9,793		211,101		13,434		224,535
Special Mention	0		0		0		0			22,252		0		22,252		0		22,252



Total	84,678		53,195		36,575		12,286			36,826		9,793		233,353		13,434		246,787
Agri-business and agricultural loans:
Loans secured by farmland:
Pass	47,532		37,035		16,249		10,469			10,454		17,021		138,760		61,774		200,534
Special Mention	0		1,985		2,303		0			180		30		4,498		918		5,416
Substandard	207		0		0		0			0		145		352		0		352


Total	47,739		39,020		18,552		10,469			10,634		17,196		143,610		62,692		206,302
Loans for agricultural production:
Pass	36,238		25,855		4,224		11,072			1,331		4,178		82,898		138,142		221,040
Special Mention	448		8,642		1,171		0			0		0		10,261		8,272		18,533



Total	36,686		34,497		5,395		11,072			1,331		4,178		93,159		146,414		239,573
Other commercial loans:
Pass	6,556		21,111		3,243		1,273			8,592		7,460		48,235		21,145		69,380
Special Mention	0		0		0		0			0		3,798		3,798		0		3,798



Total	6,556		21,111		3,243		1,273			8,592		11,258		52,033		21,145		73,178
Consumer 1-4 family mortgage loans:
Closed end first mortgage loans
Pass	14,635		16,173		5,312		5,903			3,049		3,221		48,293		5,005		53,298
Special Mention	0		0		0		0			0		1,274		1,274		0		1,274


Not Rated	45,089		27,738		9,248		5,217			7,628		26,321		121,241		482		121,723
Total	59,724		43,911		14,560		11,120			10,677		30,816		170,808		5,487		176,295
Open end and junior lien loans
Pass	679		379		159		313			0		0		1,530		5,074		6,604

Substandard	0		0		0		0			0		0		0		98		98

Not Rated	21,945		5,624		5,987		3,899			1,653		1,526		40,634		110,523		151,157
Total	22,624		6,003		6,146		4,212			1,653		1,526		42,164		115,695		157,859
Residential construction loans




Not Rated	7,926		1,537		960		138			171		1,125		11,857		0		11,857
Total	7,926		1,537		960		138			171		1,125		11,857		0		11,857
Other consumer loans
Pass	3,401		957		1,523		0			1,155		0		7,036		12,998		20,034

Substandard	36		23		230		0			0		0		289		0		289

Not Rated	21,652		14,931		7,474		5,844			1,890		1,203		52,994		9,227		62,221
Total	25,089		15,911		9,227		5,844			3,045		1,203		60,319		22,225		82,544
TOTAL	$	839,292	$	719,840	$	414,127	$	207,202		$	217,546	$	266,255	$	2,664,262	$	1,623,579	$	4,287,841

As of December 31, 2021, $26.2 million in PPP loans were included in the "Pass" category of non-working capital commercial and industrial loans. These loans were included in this risk rating category because they are fully guaranteed by the SBA.

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Nonaccrual and Past Due Loans:

The Company does not record interest on nonaccrual loans until principal is recovered. For all loan classes, a loan is generally placed on nonaccrual status when principal or interest becomes 90 days past due unless it is well secured and in the process of collection, or earlier when concern exists as to the ultimate collectability of principal or interest. Interest accrued but not received is reversed against earnings. Cash interest received on these loans is applied to the principal balance until the principal is recovered or until the loan returns to accrual status. Loans may be returned to accrual status when all the principal and interest amounts contractually due are brought current, remain current for a prescribed period, and future payments are reasonably assured.

The following table presents the aging of the amortized cost basis in past due loans as of ~~September~~June 30, ~~2021~~2022 by class of loans and loans past due 90 days or more and still accruing by class of loan:


(dollars in thousands)	(dollars in thousands)	Loans Not Past Due		30-89 Days Past Due		Greater than 89 Days Past Due and Accruing		Total Accruing		Total Nonaccrual		Nonaccrual With No Allowance For Credit Loss		Total		(dollars in thousands)	Loans Not Past Due		30-89 Days Past Due		Greater than 89 Days Past Due and Accruing		Total Accruing		Total Nonaccrual		Nonaccrual With No Allowance For Credit Loss		Total
Commercial and industrial loans:	Commercial and industrial loans:															Commercial and industrial loans:
Working capital lines of credit loans	Working capital lines of credit loans	$	659,160	$	114	$	0	$	645,093	$	14,181	$	1	$	659,274	Working capital lines of credit loans	$	726,862	$	16	$	0	$	722,396	$	4,482	$	3,511	$	726,878
Non-working capital loans	Non-working capital loans	779,551		114		0		770,709		8,956		232		779,665		Non-working capital loans	802,679		0		0		798,382		4,297		234		802,679
Commercial real estate and multi-family residential loans:	Commercial real estate and multi-family residential loans:															Commercial real estate and multi-family residential loans:
Construction and land development loans	Construction and land development loans	377,371		0		0		377,371		0		0		377,371		Construction and land development loans	416,210		0		0		416,210		0		0		416,210
Owner occupied loans	Owner occupied loans	740,245		0		0		736,423		3,822		986		740,245		Owner occupied loans	725,929		0		0		722,936		2,993		1,498		725,929
Nonowner occupied loans	Nonowner occupied loans	581,618		0		0		578,260		3,358		0		581,618		Nonowner occupied loans	635,111		0		0		635,111		0		0		635,111
Multifamily loans	Multifamily loans	252,549		0		0		252,549		0		0		252,549		Multifamily loans	173,651		0		0		173,651		0		0		173,651
Agri-business and agricultural loans:	Agri-business and agricultural loans:															Agri-business and agricultural loans:
Loans secured by farmland	Loans secured by farmland	152,060		0		0		151,915		145		0		152,060		Loans secured by farmland	194,226		0		0		194,081		145		0		194,226
Loans for agricultural production	Loans for agricultural production	172,054		0		0		172,054		0		0		172,054		Loans for agricultural production	193,743		0		0		193,743		0		0		193,743
Other commercial loans	Other commercial loans	83,263		0		0		83,263		0		0		83,263		Other commercial loans	92,545		326		0		92,871		0		0		92,871
Consumer 1‑4 family mortgage loans:	Consumer 1‑4 family mortgage loans:															Consumer 1‑4 family mortgage loans:
Closed end first mortgage loans	Closed end first mortgage loans	172,515		860		18		173,293		100		56		173,393		Closed end first mortgage loans	190,408		248		67		190,513		210		140		190,723
Open end and junior lien loans	Open end and junior lien loans	163,489		34		0		163,425		98		98		163,523		Open end and junior lien loans	174,036		106		37		174,069		110		110		174,179
Residential construction loans	Residential construction loans	12,491		0		0		12,491		0		0		12,491		Residential construction loans	10,018		0		0		10,018		0		0		10,018
Other consumer loans	Other consumer loans	91,829		118		0		91,629		318		0		91,947		Other consumer loans	88,395		86		0		88,225		256		0		88,481
Total	Total	$	4,238,195	$	1,240	$	18	$	4,208,475	$	30,978	$	1,373	$	4,239,453	Total	$	4,423,813	$	782	$	104	$	4,412,206	$	12,493	$	5,493	$	4,424,699

As of ~~September~~June 30, ~~2021~~2022 there were noan insignificant number of loans 30-89 days past due or greater than 89 days past due on nonaccrual. Additionally, interest income recognized on nonaccrual loans was insignificant during the ~~nine~~six month period ended ~~September~~June 30, 2022.

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The following table presents the aging of the amortized cost basis in past due loans as of December 31, 2021 by class of loans and loans past due 90 days or more and still accruing by class of loan:


(dollars in thousands)	Loans Not Past Due		30-89 Days Past Due		Greater than 89 Days Past Due and Accruing		Total Accruing		Total Nonaccrual		Nonaccrual With No Allowance For Credit Loss		Total
Commercial and industrial loans:
Working capital lines of credit loans	$	652,903	$	24	$	0	$	646,961	$	5,966	$	5,200	$	652,927
Non-working capital loans	735,658		1		0		731,063		4,596		229		735,659
Commercial real estate and multi-family residential loans:
Construction and land development loans	378,030		0		0		378,030		0		0		378,030
Owner occupied loans	738,791		0		0		735,157		3,634		2,129		738,791
Nonowner occupied loans	588,039		0		0		588,039		0		0		588,039
Multifamily loans	246,787		0		0		246,787		0		0		246,787
Agri-business and agricultural loans:
Loans secured by farmland	206,302		0		0		205,967		335		0		206,302
Loans for agricultural production	239,573		0		0		239,573		0		0		239,573
Other commercial loans	73,178		0		0		73,178		0		0		73,178
Consumer 1‑4 family mortgage loans:
Closed end first mortgage loans	175,678		500		117		176,240		55		55		176,295
Open end and junior lien loans	157,729		130		0		157,761		98		98		157,859
Residential construction loans	11,857		0		0		11,857		0		0		11,857
Other consumer loans	82,472		72		0		82,255		289		0		82,544
Total	$	4,286,997	$	727	$	117	$	4,272,868	$	14,973	$	7,711	$	4,287,841

As of December 31, 2021 there were an insignificant number of loans 30-89 days past due or greater than 89 days past due on nonaccrual. Additionally, interest income recognized on nonaccrual loans was insignificant during the year ended December 31, 2021.

When management determines that foreclosure is probable, expected credit losses for collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. A loan is considered collateral dependent when the borrower is experiencing financial difficulty and the loan is expected to be repaid substantially through the operation or sale of the collateral. The class of loan represents the primary collateral type associated with the loan. Significant quarter over quarter changes are reflective of changes in nonaccrual status and not necessarily associated with credit quality indicators like appraisal value.

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~~The following table presents the amortized cost basis of collateral dependent loans by class of loan as of September 30, 2021:~~

(dollars in thousands) Real Estate General
Business
Assets Other Total
Commercial and industrial loans:
Working capital lines of credit loans $ 0 $ 14,181 $ 0 $ 14,181
Non-working capital loans 1,632 13,757 229 15,618
Commercial real estate and multi-family residential loans:
Owner occupied loans 1,456 1,675 1,161 4,292
Nonowner occupied loans 3,358 0 0 3,358
Agri-business and agricultural loans:
Loans secured by farmland 0 145 0 145
Consumer 1-4 family mortgage loans:
Closed end first mortgage loans 3,056 0 0 3,056
Other consumer loans 0 0 51 51
Total 9,502 29,758 1,441 40,701

~~Troubled Debt Restructurings:~~

Troubled debt restructured loans are included in the totals for individually analyzed loans. The Company has allocated $6.1 million and $5.5 million of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of September 30, 2021 and December 31, 2020, respectively. The Company is not committed to lend additional funds to debtors whose loans have been modified in a troubled debt restructuring.

(dollars in thousands) September 30,
2021 December 31,
2020
Accruing troubled debt restructured loans $ 4,973 $ 5,237
Nonaccrual troubled debt restructured loans 6,093 6,476
Total troubled debt restructured loans $ 11,066 $ 11,713

~~During the three and nine months ended September 30, 2021, no loans were modified as troubled debt restructurings.~~

~~During the three months ended September 30, 2020, no loans were modified as troubled debt restructurings.~~

During the nine months ended September 30, 2020, certain loans were modified as troubled debt restructurings. The modified terms of these loans include one or a combination of the following: inadequate compensation for the terms of the restructure or renewal; a modification of the repayment terms which delays principal repayment for some period; or renewal terms offered to borrowers in financial distress where no additional credit enhancements were obtained at the time of renewal.

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~~The following table presents loans by class modified as new troubled debt restructurings that occurred during the nine months ended September 30, 2020:~~
Modified Repayment Terms
(dollars in thousands) Number of Loans Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Number of Loans Extension Period or Range (in months)
Troubled Debt Restructurings
Commercial and industrial loans:
Working capital lines of credit loans 1 $ 250 $ 315 1 0
Non-working capital lines of credit loans 2 4,288 3,691 2 0
Commercial real estate and multi-family residential loans:
Owner occupied loans 1 1,528 1,527 1 0
Total 4 $ 6,066 $ 5,533 4 0

For the nine month period ended September 30, 2020, the troubled debt restructurings described above increased the allowance for credit losses by $2.4 million, and charge-offs of $666,000 were recorded.

As of September 30, 2021, total deferrals attributed to COVID-19 were $22.3 million representing 3 borrowers. This represented 0.5% of the total loan portfolio. NaN were commercial loan borrowers and there was 1 retail borrower with COVID-19 deferrals. Of the total commercial deferrals attributed to COVID-19, $8.0 million represented a second deferral action and $14.3 million represented a third deferral action. All COVID-19 related loan deferrals remain on accrual status, as each deferral is evaluated individually, and management has determined that all contractual cashflows are collectable at this time. In accordance with Section 4013 of the CARES Act, loan deferrals granted to customers that resulted from the impact of COVID-19 and who were not past due at December 31, 2019 were not considered troubled debt restructurings as of September 30, 2021. This provision was extended to January 1, 2022 under the Consolidated Appropriations Act, 2021. Management continues to monitor these deferrals and has adequately considered these credits in the September 30, 2021 allowance for credit losses balance.

~~Allowance for Loan Losses (Prior to January 1, 2021):~~

Prior to the adoption of ASC 326 on January 1, 2021 the Company calculated the allowance for loan losses using the incurred losses methodology. The following tables are disclosures related to the allowance for loan losses in prior periods.

~~The following tables present the activity in the allowance for loan losses by portfolio segment for the three-month period ended September 30, 2020:~~

(dollars in thousands) Commercial and Industrial Commercial Real Estate and Multfamily Residential Agri-business and Agricultural Other Commercial Consumer 1-4 Family Mortgage Other Consumer Unallocated Total
Three Months Ended September 30, 2020
Beginning balance, July 1 $ 26,744 $ 21,063 $ 3,408 $ 542 $ 3,434 $ 774 $ 3,054 $ 59,019
Provision for credit losses 1,574 175 (314) 30 (50) 237 98 1,750
Loans charged-off (6) 0 0 0 (70) (229) 0 (305)
Recoveries 51 177 3 0 4 48 0 283
Net loans charged-off 45 177 3 0 (66) (181) 0 (22)
Ending balance $ 28,363 $ 21,415 $ 3,097 $ 572 $ 3,318 $ 830 $ 3,152 $ 60,747

The following tables present the amortized cost basis of collateral dependent loans by class of loan as of:


	June 30, 2022
(dollars in thousands)	Real Estate		General Business Assets		Other		Total
Commercial and industrial loans:
Working capital lines of credit loans	$	0	$	4,693	$	0	$	4,693
Non-working capital loans	478		8,865		229		9,572
Commercial real estate and multi-family residential loans:
Owner occupied loans	336		1,495		1,161		2,992

Agri-business and agricultural loans:
Loans secured by farmland	0		145		0		145
Consumer 1-4 family mortgage loans:
Closed end first mortgage loans	1,981		0		0		1,981
Open end and junior lien loans	111		0		0		111
Other consumer loans	0		0		41		41
Total	$	2,906	$	15,198	$	1,431	$	19,535


	December 31, 2021
(dollars in thousands)	Real Estate		General Business Assets		Other		Total
Commercial and industrial loans:
Working capital lines of credit loans	$	0	$	5,966	$	0	$	5,966
Non-working capital loans	1,606		9,475		229		11,310
Commercial real estate and multi-family residential loans:
Owner occupied loans	1,435		1,505		1,161		4,101

Agri-business and agricultural loans:
Loans secured by farmland	190		145		0		335
Consumer 1-4 family mortgage loans:
Closed end first mortgage loans	3,081		0		0		3,081
Open end and junior lien loans	98		0		0		98
Other consumer loans	0		0		59		59
Total	$	6,312	$	17,091	$	1,449	$	24,950

Modifications:

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon origination. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes loses from modifications of receivables to borrowers experiencing financial difficulty. The Company uses a probability of default/loss given default model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made at the time of a modification.

Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Company modifies loans by providing principal forgiveness that is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses. Additionally, the Company may allow a loan to go interest only for a specified period of time.

During the three and six months ended June 30, 2022, no loans received a material modification based on borrower financial difficulty.

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~~The following tables present the activity in the allowance for loan losses by portfolio segment for the nine-month period ended September 30, 2020:~~

(dollars in thousands) Commercial and Industrial Commercial Real Estate and Multfamily Residential Agri-business and Agricultural Other Commercial Consumer 1-4 Family Mortgage Other Consumer Unallocated Total
Nine Months Ended September 30, 2020
Beginning balance, January 1 $ 25,789 $ 15,796 $ 3,869 $ 447 $ 2,086 $ 345 $ 2,320 $ 50,652
Provision for credit losses 6,264 5,312 (780) 125 1,298 799 832 13,850
Loans charged-off (4,037) 0 0 0 (83) (445) 0 (4,565)
Recoveries 347 307 8 0 17 131 0 810
Net loans charged-off (3,690) 307 8 0 (66) (314) 0 (3,755)
Ending balance $ 28,363 $ 21,415 $ 3,097 $ 572 $ 3,318 $ 830 $ 3,152 $ 60,747

~~The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2020:~~

(dollars in thousands) Commercial and Industrial Commercial Real Estate and Multfamily Residential Agri-business and Agricultural Other Commercial Consumer 1-4 Family Mortgage Other Consumer Unallocated Total
December 31, 2020
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment $ 6,310 $ 1,377 $ 84 $ 0 $ 270 $ 0 $ 0 $ 8,041
Collectively evaluated for impairment 22,023 21,530 2,959 416 2,349 951 3,139 53,367
Total ending allowance balance $ 28,333 $ 22,907 $ 3,043 $ 416 $ 2,619 $ 951 $ 3,139 $ 61,408
Loans:
Loans individually evaluated for impairment $ 12,533 $ 5,518 $ 428 $ 0 $ 1,700 $ 0 $ 0 $ 20,179
Loans collectively evaluated for impairment 1,772,393 1,887,054 429,234 93,912 342,999 103,385 0 4,628,977
Total ending loans balance $ 1,784,926 $ 1,892,572 $ 429,662 $ 93,912 $ 344,699 $ 103,385 $ 0 $ 4,649,156

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~~The following table presents loans individually evaluated for impairment by class of loans as of December 31, 2020:~~

(dollars in thousands) Unpaid Principal Balance Recorded Investment Allowance for Loan Losses Allocated
With no related allowance recorded:
Commercial and industrial loans:
Working capital lines of credit loans $ 346 $ 173 $ 0
Non-working capital loans 2,399 968 0
Commercial real estate and multi-family residential loans:
Owner occupied loans 3,002 2,930 0
Agri-business and agricultural loans:
Loans secured by farmland 603 283 0
Consumer 1‑4 family loans:
Closed end first mortgage loans 316 236 0
Open end and junior lien loans 5 5 0
With an allowance recorded:
Commercial and industrial loans:
Working capital lines of credit loans 433 433 255
Non-working capital loans 11,644 10,959 6,055
Commercial real estate and multi-family residential loans:
Owner occupied loans 2,589 2,588 1,377
Agri-business and agricultural loans:
Loans secured by farmland 145 145 84
Consumer 1‑4 family mortgage loans:
Closed end first mortgage loans 1,457 1,459 270
Total $ 22,939 $ 20,179 $ 8,041

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~~The following table presents loans individually evaluated for impairment by class of loans as of and for the three-month period ended September 30, 2020:~~

(dollars in thousands) Average Recorded Investment Interest Income Recognized Cash Basis Interest Income Recognized
With no related allowance recorded:
Commercial and industrial loans:
Working capital lines of credit loans $ 174 $ 0 $ 0
Non-working capital loans 995 5 5
Commercial real estate and multi-family residential loans:
Owner occupied loans 2,054 4 4
Agri-business and agricultural loans:
Loans secured by farmland 283 0 0
Consumer 1‑4 family loans:
Closed end first mortgage loans 274 0 0
Open end and junior lien loans 54 0 0
Residential construction loans 8 0 0
With an allowance recorded:
Commercial and industrial loans:
Working capital lines of credit loans 1,546 0 0
Non-working capital loans 11,970 63 63
Commercial real estate and multi-family residential loans:
Owner occupied loans 3,994 0 0
Agri-business and agricultural loans:
Loans secured by farmland 146 0 0
Consumer 1‑4 family mortgage loans:
Closed end first mortgage loans 1,520 9 9
Open end and junior lien loans 648 0 0
Residential construction loans 35 0 0
Total $ 23,701 $ 81 $ 81

Troubled Debt Restructurings (Prior to January 1, 2022):

~~Table~~Prior to the partial adoption of ~~Contents~~

ASU 2022-02 on January 1, 2022, which had an immaterial impact on the Company's allowance for credit losses, troubled debt restructured loans were included in the totals for individually analyzed loans. The following ~~table presents~~are disclosures related to troubled debt restructured loans in prior periods.

Troubled debt restructured loans are included in the totals for individually ~~evaluated for impairment by class~~analyzed loans. The Company has allocated $5.8 million of ~~loans as of and for the nine-month period ended September 30, 2020:~~

(dollars in thousands) Average Recorded Investment Interest Income Recognized Cash Basis Interest Income Recognized
With no related allowance recorded:
Commercial and industrial loans:
Working capital lines of credit loans $ 442 $ 0 $ 0
Non-working capital loans 766 16 16
Commercial real estate and multi-family residential loans:
Owner occupied loans 2,101 13 13
Agri-business and agricultural loans:
Loans secured by farmland 283 0 0
Consumer 1‑4 family loans:
Closed end first mortgage loans 304 2 2
Open end and junior lien loans 63 0 0
Residential construction loans 3 0 0
With an allowance recorded:
Commercial and industrial loans:
Working capital lines of credit loans 3,001 0 0
Non-working capital loans 11,763 216 216
Commercial real estate and multi-family residential loans:
Owner occupied loans 3,034 30 30
Agri-business and agricultural loans:
Loans secured by farmland 147 0 0
Consumer 1‑4 family mortgage loans:
Closed end first mortgage loans 1,589 28 28
Open end and junior lien loans 642 0 0
Residential construction loans 46 0 0
Total $ 24,184 $ 305 $ 305

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~~The following table presents the aging of the recorded investment~~specific reserves to customers whose loan terms have been modified in ~~past due loans~~troubled debt restructurings as of December 31, ~~2020 by class of loans:~~2021. The Company is not committed to lend additional funds to debtors whose loans have been modified in a trouble debt restructuring.


(dollars in thousands)	December 31, 2021
Accruing troubled debt restructured loans	$	5,121
Nonaccrual troubled debt restructured loans	6,218
Total troubled debt restructured loans	$	11,339

(dollars in thousands) Loans Not
Past Due 30‑89
Days Past Due Greater than 90 Days Past Due Nonaccrual Total Past Due and Nonaccrual Total
Commercial and industrial loans:
Working capital lines of credit loans $ 625,493 $ 0 $ 0 $ 606 $ 606 $ 626,099
Non-working capital loans 1,153,540 0 0 5,287 5,287 1,158,827
Commercial real estate and multi-family residential loans:
Construction and land development loans 361,664 0 0 0 0 361,664
Owner occupied loans 642,527 0 0 5,047 5,047 647,574
Nonowner occupied loans 579,050 0 0 0 0 579,050
Multifamily loans 304,284 0 0 0 0 304,284
Agri-business and agricultural loans:
Loans secured by farmland 194,935 0 0 428 428 195,363
Loans for agricultural production 234,191 108 0 0 108 234,299
Other commercial loans 93,912 0 0 0 0 93,912
Consumer 1‑4 family mortgage loans:
Closed end first mortgage loans 165,895 877 116 613 1,606 167,501
Open end and junior lien loans 165,094 137 0 5 142 165,236
Residential construction loans 11,962 0 0 0 0 11,962
Other consumer loans 103,240 145 0 0 145 103,385
Total $ 4,635,787 $ 1,267 $ 116 $ 11,986 $ 13,369 $ 4,649,156

~~As of December 31, 2020,~~During the three and ~~based on the most recent analysis performed, the risk category of~~six months ended June 30, 2021, no loans ~~by class of loans is~~were modified as ~~follows:~~

(dollars in thousands) Pass Special
Mention Substandard Doubtful Not
Rated Total
Commercial and industrial loans:
Working capital lines of credit loans $ 535,071 $ 81,095 $ 9,718 $ 0 $ 215 $ 626,099
Non-working capital loans 1,111,989 26,523 14,820 0 5,495 1,158,827
Commercial real estate and multi-family residential loans:
Construction and land development loans 361,664 0 0 0 0 361,664
Owner occupied loans 608,845 31,355 7,374 0 0 647,574
Nonowner occupied loans 547,790 31,260 0 0 0 579,050
Multi-family loans 282,031 22,253 0 0 0 304,284
Agri-business and agricultural loans:
Loans secured by farmland 183,983 10,728 652 0 0 195,363
Loans for agricultural production 185,875 48,424 0 0 0 234,299
Other commercial loans 93,912 0 0 0 0 93,912
Consumer 1‑4 family mortgage loans:
Closed end first mortgage loans 40,682 0 1,695 0 125,124 167,501
Open end and junior lien loans 8,424 0 5 0 156,807 165,236
Residential construction loans 0 0 0 0 11,962 11,962
Other consumer loans 36,979 253 0 0 66,153 103,385
Total $ 3,997,245 $ 251,891 $ 34,264 $ 0 $ 365,756 $ 4,649,156

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troubled debt restructurings.

NOTE 5. BORROWINGS

No advances were outstanding with the Federal Home Loan Bank ("FHLB") as of June 30, 2022. For the ~~periods~~period ended ~~September 30, 2021 and~~ December 31, ~~2020,~~2021, the Company had an advance outstanding from the Federal Home Loan Bank (“FHLB”) in the amount of $75.0 million. The ~~outstanding FHLB~~ advance iswas a ten-year fixed-rate putable advance with aan interest rate of 0.39% and ~~is due on~~a maturity date of March 4, 2030. The ~~advance may not be prepaid by the Company without penalty. All FHLB notes require~~note required monthly interest payments and ~~are~~was secured by residential real estate loans and securities. The FHLB exercised the putable option on the advance during the second quarter of 2022 and the note was repaid by the Company.

On August 2, 2019 the Company entered into an unsecured revolving credit agreement with another financial institution allowing the Company to borrow up to $30.0 million; this credit agreement was subsequently amended and renewed on July 30, ~~2021.~~2022. Funds provided under the agreement may be used to repurchase shares of the Company’s common stock under the share repurchase program, which was reauthorized by the Company’s board of directors on April 13, ~~2021.~~2021, and for general operations. The credit agreement includes a negative pledge agreement whereby the Company agrees not to pledge or otherwise encumber the stock of the Bank. The credit agreement has a one year term which may be amended, extended, modified or renewed. ~~Outstanding~~There were no outstanding borrowings on the credit agreement ~~were $0 and $10.5 million~~ at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020, respectively.~~

2021.

NOTE 6. FAIR VALUE DISCLOSURES

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 Significant other observable inputs other than Level 1 prices 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.

Level 3 Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

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The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Securities: Securities available-for-sale and held-to-maturity are valued primarily by a third party pricing service. The fair values of securities available-for-sale and held-to-maturity are determined on a recurring basis by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or pricing models which utilize significant observable inputs such as matrix pricing. This is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). These models utilize the market approach with standard inputs that include, but are not limited to benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. For certain municipal securities that are not rated and observable inputs about the specific issuer are not available, fair values are estimated using observable data from other municipal securities presumed to be similar or other market data on other non-rated municipal securities (Level 3 inputs).

The Company’s Finance Department, which is responsible for all accounting and SEC disclosure compliance, and the Company’s Treasury Department, which is responsible for investment portfolio management and asset/liability modeling, are the two areas that determine the Company’s valuation policies and procedures. Both of these areas report directly to the Executive Vice President and Chief Financial Officer of the Company. For assets or liabilities that may be considered for Level 3 fair value measurement on a recurring basis, these two departments and the Executive Vice President and Chief Financial Officer determine the appropriate level of the assets or liabilities under consideration. If there are new assets or liabilities that are determined to be Level 3 by this group, the Risk Management Committee of the Company and the Audit Committee of the Board are made aware of such assets at their next scheduled meeting.

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Securities pricing is obtained on securities from a third party pricing service and all security prices are tested annually against prices from another third party provider and reviewed with a market value price tolerance variance that varies by sector: municipal securities +/-5%, government ~~mbs/cmo~~MBS/CMO +/-3% and U.S. treasuries +/-1%. If any securities fall outside the tolerance threshold and have a variance of $100,000 or more, a determination of materiality is made for the amount over the threshold. Any security that would have a material threshold difference would be further investigated to determine why the variance exists and if any action is needed concerning the security pricing for that individual security. Changes in market value are reviewed monthly in aggregate by security type and any material changes are reviewed to determine why they exist. At least annually, the pricing methodology of the pricing service is received and reviewed to support the fair value levels used by the Company. A detailed pricing evaluation is requested and reviewed on any security determined to be fair valued using unobservable inputs by the pricing service.

Mortgage banking derivative: The fair values of mortgage banking derivatives are based on observable market data as of the measurement date (Level 2).

Interest rate swap derivatives: Our derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services. The fair value of interest rate swap derivatives is determined by pricing or valuation models using observable market data as of the measurement date (Level 2).

Collateral dependent loans: Collateral dependent loans with specific allocations of the allowance for credit losses are generally based on the fair value of the underlying collateral when repayment is expected solely from the collateral. Fair value is determined using several methods. Generally, the fair value of real estate is based on appraisals by qualified third party appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and result in a Level 3 classification of the inputs for determining fair value. In addition, the Company’s management routinely applies internal discount factors to the value of appraisals used in the fair value evaluation of collateral dependent loans. The deductions to the appraisals take into account changing business factors and market conditions, as well as value impairment in cases where the appraisal date predates a likely change in market conditions. Commercial real estate is generally discounted from its appraised value by 0-50% with the higher discounts applied to real estate that is determined to have a thin trading market or to be specialized collateral. In addition to real estate, the Company’s management evaluates other types of collateral as follows: (a) raw and finished inventory is discounted from its cost or book value by 35-65%, depending on the marketability of the goods (b) finished goods are generally discounted by 30-60%, depending on the ease of marketability, cost of transportation or

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scope of use of the finished good (c) work in process inventory is typically discounted by 50%-100%, depending on the length of manufacturing time, types of components used in the completion process, and the breadth of the user base (d) equipment is valued at a percentage of depreciated book value or recent appraised value, if available, and is typically discounted at 30-70% after various considerations including age and condition of the equipment, marketability, breadth of use, and whether the equipment includes unique components or add-ons; and (e) marketable securities are discounted by 10%-30%, depending on the type of investment, age of valuation report and general market conditions. This methodology is based on a market approach and typically results in a Level 3 classification of the inputs for determining fair value.

Mortgage servicing rights: As of ~~September~~June 30, ~~2021,~~2022, the fair value of the Company’s Level 3 servicing assets for residential mortgage loans (“MSRs”) was ~~$2.9~~$3.0 million, carried at amortized cost of ~~$3.4~~$3.0 million less a ~~$518,000~~$14,000 valuation reserve. These residential mortgage loans have a weighted average interest rate of ~~3.49%~~3.40%, a weighted average maturity of 2021 years and are secured by homes generally within the Company’s market area of Northern Indiana and Indianapolis. A third-party valuation is used to estimate fair value by stratifying the portfolios on the basis of certain risk characteristics, including loan type and interest rate. Impairment is estimated based on an income approach. The inputs used include estimates of prepayment speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income, ancillary income, late fees and float income. The most significant assumption used to value MSRs is prepayment rate. Prepayment rates are estimated based on published industry consensus prepayment rates. The most significant unobservable assumption is the discount rate. At ~~September~~June 30, ~~2021,~~2022, the constant prepayment speed (“PSA”) used was ~~2.67~~178 and discount rate used was ~~9.5%~~9.0%. At December 31, ~~2020,~~2021, the PSA used was ~~2.04~~249 and the discount rate used was ~~9.4%~~9.5%.

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Other real estate owned: Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned are measured at the lower of carrying amount or fair value less costs to sell. Fair values are generally based on third party appraisals of the property and are reviewed by the Company’s internal appraisal officer. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable properties used to determine value. Such adjustments are usually significant and result in a Level 3 classification. In addition, the Company’s management may apply discount factors to the appraisals to take into account changing business factors and market conditions, as well as value impairment in cases where the appraisal date predates a likely change in market conditions. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.

Real estate mortgage loans held-for-sale: Real estate mortgage loans held-for-sale are carried at the lower of cost or fair value, as determined by outstanding commitments, from third party investors, and result in a Level 2 classification.

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The tables below presents the balances of assets measured at fair value on a recurring basis:


		September 30, 2021									June 30, 2022
		Fair Value Measurements Using						Assets at Fair Value			Fair Value Measurements Using						Assets at Fair Value
(dollars in thousands)	(dollars in thousands)	Level 1		Level 2		Level 3				(dollars in thousands)	Level 1		Level 2		Level 3
Assets:	Assets:									Assets:
U.S. Treasury securities	U.S. Treasury securities	$	900	$	0	$	0	$	900	U.S. Treasury securities	$	2,234	$	0	$	0	$	2,234
U.S. government sponsored agency securities	U.S. government sponsored agency securities	0		116,461		0		116,461		U.S. government sponsored agency securities	0		142,261		0		142,261
Mortgage-backed securities: residential	Mortgage-backed securities: residential	0		431,833		0		431,833		Mortgage-backed securities: residential	0		558,122		0		558,122
Mortgage-backed securities: commercial		0		24,182		0		24,182

State and municipal securities	State and municipal securities	0		666,199		140		666,339		State and municipal securities	0		594,363		3,600		597,963
Total Securities		900		1,238,675		140		1,239,715
Total securities available-for-sale										Total securities available-for-sale	2,234		1,294,746		3,600		1,300,580
Mortgage banking derivative	Mortgage banking derivative	0		719		0		719		Mortgage banking derivative	0		168		0		168
Interest rate swap derivative	Interest rate swap derivative	0		15,426		0		15,426		Interest rate swap derivative	0		26,370		0		26,370
Total assets	Total assets	$	900	$	1,254,820	$	140	$	1,255,860	Total assets	$	2,234	$	1,321,284	$	3,600	$	1,327,118

Liabilities:	Liabilities:									Liabilities:
Mortgage banking derivative	Mortgage banking derivative	$	0	$	1	$	0	$	1	Mortgage banking derivative	$	0	$	5	$	0	$	5
Interest rate swap derivative	Interest rate swap derivative	0		15,447		0		15,447		Interest rate swap derivative	0		26,372		0		26,372
Total liabilities	Total liabilities	$	0	$	15,448	$	0	$	15,448	Total liabilities	$	0	$	26,377	$	0	$	26,377


	December 31, 2021
	Fair Value Measurements Using						Assets at Fair Value
(dollars in thousands)	Level 1		Level 2		Level 3
Assets:
U.S. Treasury securities	$	900	$	0	$	0	$	900
U.S. government sponsored agency securities	0		143,452		0		143,452
Mortgage-backed securities: residential	0		486,676		0		486,676
Mortgage-backed securities: commercial	0		523		0		523
State and municipal securities	0		764,964		2,043		767,007
Total securities available-for-sale	900		1,395,615		2,043		1,398,558
Mortgage banking derivative	0		398		0		398
Interest rate swap derivative	0		14,309		0		14,309
Total assets	$	900	$	1,410,322	$	2,043	$	1,413,265

Liabilities:
Mortgage banking derivative	$	0	$	2	$	0	$	2
Interest rate swap derivative	0		14,329		0		14,329
Total liabilities	$	0	$	14,331	$	0	$	14,331

December 31, 2020
Fair Value Measurements Using Assets
at Fair Value
(dollars in thousands) Level 1 Level 2 Level 3
Assets:
U.S. government sponsored agency securities $ 0 $ 36,487 $ 0 $ 36,487
Mortgage-backed securities: residential 0 279,503 0 279,503
Mortgage-backed securities: commercial 0 36,881 0 36,881
State and municipal securities 0 381,834 140 381,974
Total Securities 0 734,705 140 734,845
Mortgage banking derivative 0 1,182 0 1,182
Interest rate swap derivative 0 21,764 0 21,764
Total assets $ 0 $ 757,651 $ 140 $ 757,791
Liabilities:
Mortgage banking derivative $ 0 $ 111 $ 0 $ 111
Interest rate swap derivative 0 21,794 0 21,794
Total liabilities $ 0 $ 21,905 $ 0 $ 21,905

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The fair value of Level 3 available-for-sale securities was immaterial and thus did not require additional recurring fair value disclosure.

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The tables below presents the balances of assets measured at fair value on a nonrecurring basis:


	June 30, 2022
	Fair Value Measurements Using						Assets at Fair Value
(dollars in thousands)	Level 1		Level 2		Level 3
Assets
Collateral dependent loans:
Commercial and industrial loans:
Working capital lines of credit loans	$	0	$	0	$	303	$	303
Non-working capital loans	0		0		3,614		3,614
Commercial real estate and multi-family residential loans:
Owner occupied loans	0		0		466		466

Agri-business and agricultural loans:
Loans secured by farmland	0		0		45		45


Total collateral dependent loans	0		0		4,428		4,428
Other real estate owned	0		0		196		196
Total assets	$	0	$	0	$	4,624	$	4,624

September 30, 2021
Fair Value Measurements Using Assets
at Fair Value
(dollars in thousands) Level 1 Level 2 Level 3
Assets
Collateral dependent loans:
Commercial and industrial loans:
Working capital lines of credit loans $ 0 $ 0 $ 9,982 $ 9,982
Non-working capital loans 0 0 7,525 7,525
Commercial real estate and multi-family residential loans:
Owner occupied loans 0 0 652 652
Nonowner occupied loans 0 0 3,131 3,131
Agri-business and agricultural loans:
Loans secured by farmland 0 0 43 43
Total collateral dependent loans 0 0 21,333 21,333
Other real estate owned 0 0 0 0
Total assets $ 0 $ 0 $ 21,333 $ 21,333

December 31, 2020
Fair Value Measurements Using Assets
at Fair Value
(dollars in thousands) Level 1 Level 2 Level 3
Assets
Collateral dependent loans:
Commercial and industrial loans:
Working capital lines of credit loans $ 0 $ 0 $ 178 $ 178
Non-working capital loans 0 0 4,904 4,904
Commercial real estate and multi-family residential loans:
Owner occupied loans 0 0 1,211 1,211
Agri-business and agricultural loans:
Loans secured by farmland 0 0 61 61
Consumer 1‑4 family mortgage loans:
Closed end first mortgage loans 0 0 411 411
Total collateral dependent loans 0 0 6,765 6,765
Other real estate owned 0 0 0 0
Total assets $ 0 $ 0 $ 6,765 $ 6,765

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	December 31, 2021
	Fair Value Measurements Using						Assets at Fair Value
(dollars in thousands)	Level 1		Level 2		Level 3
Assets
Collateral dependent loans:
Commercial and industrial loans:
Working capital lines of credit loans	$	0	$	0	$	247	$	247
Non-working capital loans	0		0		5,095		5,095
Commercial real estate and multi-family residential loans:
Owner occupied loans	0		0		791		791
Agri-business and agricultural loans:
Loans secured by farmland	0		0		231		231


Total collateral dependent loans	0		0		6,364		6,364
Other real estate owned	0		0		196		196
Total assets	$	0	$	0	$	6,560	$	6,560

The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a non-recurring basis at ~~September~~June 30, ~~2021:~~2022:


(dollars in thousands)	Fair Value		Valuation Methodology	Unobservable Inputs	Average		Range of Inputs
Collateral dependent loans:
Commercial and industrial	$	3,917	Collateral based measurements	Discount to reflect current market conditions and ultimate collectability	70	%	31%-99%

Collateral dependent loans:
Commercial real estate and multi-family residential loans	466		Collateral based measurements	Discount to reflect current market conditions and ultimate collectability	69	%	69%

Collateral dependent loans:
Agribusiness and agricultural	45		Collateral based measurements	Discount to reflect current market conditions and ultimate collectability	69	%	69%
Other real estate owned	196		Appraisals	Discount to reflect current market conditions and ultimate collectability	38	%

(dollars in thousands) Fair Value Valuation Methodology Unobservable Inputs Average Range of Inputs
Collateral dependent loans:
Commercial and industrial $ 17,507 Collateral based measurements Discount to reflect current market conditions and ultimate collectability 58 % 25%-99%
Collateral dependent loans:
Commercial real estate 3,783 Collateral based measurements Discount to reflect current market conditions and ultimate collectability 38 % 7%-99%
Collateral dependent loans:
Agribusiness and agricultural 43 Collateral based measurements Discount to reflect current market conditions and ultimate collectability 70 % N/A

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The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a non-recurring basis at December 31, ~~2020:~~2021:

(dollars in thousands) Fair Value Valuation Methodology Unobservable Inputs Average Range of Inputs
Collateral dependent loans:
Commercial and industrial $ 5,082 Collateral basedmeasurements Discount to reflect current market conditions and ultimate collectability 55 % 16%-100%
Collateral dependent loans:
Commercial real estate 1,211 Collateral basedmeasurements Discount to reflect current market conditions and ultimate collectability 53 % 21%-74%
Collateral dependent loans:
Agribusiness and agricultural 61 Collateral basedmeasurements Discount to reflect current market conditions and ultimate collectability 58 % N/A
Collateral dependent loans:
Consumer 1-4 family mortgage 411 Collateral basedmeasurements Discount to reflect current market conditions and ultimate collectability 11 % 10%-15%

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(dollars in thousands)	Fair Value		Valuation Methodology	Unobservable Inputs	Average		Range of Inputs
Collateral dependent loans:
Commercial and industrial	$	5,342	Collateral based measurements	Discount to reflect current market conditions and ultimate collectability	65	%	22%-99%

Collateral dependent loans:
Commercial real estate and multi-family residential loans	791		Collateral based measurements	Discount to reflect current market conditions and ultimate collectability	51	%	34%-68%

Collateral dependent loans:
Agribusiness and agricultural	231		Collateral based measurements	Discount to reflect current market conditions and ultimate collectability	35	%	3%-68%
Other real estate owned	196		Appraisals	Discount to reflect current market conditions and ultimate collectability	38	%

The following tables contain the estimated fair values and the related carrying values of the Company’s financial instruments. Items which are not financial instruments are not included.

September 30, 2021
Carrying
Value Estimated Fair Value
(dollars in thousands) Level 1 Level 2 Level 3 Total
Financial Assets:
Cash and cash equivalents $ 557,233 $ 555,522 $ 1,711 $ 0 $ 557,233
Securities available-for-sale 1,239,715 900 1,238,675 140 1,239,715
Real estate mortgages held-for-sale 7,969 0 8,133 0 8,133
Loans, net 4,166,405 0 0 4,101,098 4,101,098
Mortgage banking derivative 719 0 719 0 719
Interest rate swap derivative 15,426 0 15,426 0 15,426
Federal Reserve and Federal Home Loan Bank Stock 13,772 N/A N/A N/A N/A
Accrued interest receivable 17,780 0 6,710 11,070 17,780
Financial Liabilities:
Certificates of deposit (864,902) 0 (869,759) 0 (869,759)
All other deposits (4,549,736) (4,549,736) 0 0 (4,549,736)
Federal Home Loan Bank advances (75,000) 0 (66,596) 0 (66,596)
Mortgage banking derivative (1) 0 (1) 0 (1)
Interest rate swap derivative (15,447) 0 (15,447) 0 (15,447)
Standby letters of credit (334) 0 0 (334) (334)
Accrued interest payable (2,916) (72) (2,844) 0 (2,916)

December 31, 2020
Carrying
Value Estimated Fair Value
(dollars in thousands) Level 1 Level 2 Level 3 Total
Financial Assets:
Cash and cash equivalents $ 249,927 $ 247,228 $ 2,699 $ 0 $ 249,927
Securities available-for-sale 734,845 0 734,705 140 734,845
Real estate mortgages held-for-sale 11,218 0 11,651 0 11,651
Loans, net 4,587,748 0 0 4,532,639 4,532,639
Mortgage banking derivative 1,182 0 1,182 0 1,182
Interest rate swap derivative 21,764 0 21,764 0 21,764
Federal Reserve and Federal Home Loan Bank Stock 13,772 N/A N/A N/A N/A
Accrued interest receivable 18,761 0 3,801 14,960 18,761
Financial Liabilities:
Certificates of deposit (1,024,819) 0 (1,033,095) 0 (1,033,095)
All other deposits (4,011,986) (4,011,986) 0 0 (4,011,986)
Miscellaneous borrowings (10,500) 0 (10,500) 0 (10,500)
Federal Home Loan Bank advances (75,000) 0 (68,967) 0 (68,967)
Mortgage banking derivative (111) 0 (111) 0 (111)
Interest rate swap derivative (21,794) 0 (21,794) 0 (21,794)
Standby letters of credit (686) 0 0 (686) (686)
Accrued interest payable (5,959) (66) (5,893) 0 (5,959)


	June 30, 2022
	Carrying Value		Estimated Fair Value
(dollars in thousands)			Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents	$	169,515	$	168,054	$	1,461	$	0	$	169,515
Securities available-for-sale	1,300,580		2,234		1,294,746		3,600		1,300,580
Securities held-to-maturity	127,411		0		113,350		0		113,350
Real estate mortgages held-for-sale	2,646		0		2,704		0		2,704
Loans, net	4,357,176		0		0		4,219,490		4,219,490
Mortgage banking derivative	168		0		168		0		168
Interest rate swap derivative	26,370		0		26,370		0		26,370
Federal Reserve and Federal Home Loan Bank Stock	12,840		N/A		N/A		N/A		N/A
Accrued interest receivable	20,733		0		9,692		11,041		20,733
Financial Liabilities:
Certificates of deposit	761,914		0		764,731		0		764,731
All other deposits	4,859,670		4,859,670		0		0		4,859,670

Mortgage banking derivative	5		0		5		0		5
Interest rate swap derivative	26,372		0		26,372		0		26,372
Standby letters of credit	144		0		0		144		144
Accrued interest payable	1,948		80		1,868		0		1,948

3025

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	December 31, 2021
	Carrying Value		Estimated Fair Value
(dollars in thousands)			Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents	$	683,240	$	681,286	$	1,954	$	0	$	683,240
Securities available-for-sale	1,398,558		900		1,395,615		2,043		1,398,558
Real estate mortgages held-for-sale	7,470		0		7,634		0		7,634
Loans, net	4,220,068		0		0		4,144,000		4,144,000
Mortgage banking derivative	398		0		398		0		398
Interest rate swap derivative	14,309		0		14,309		0		14,309
Federal Reserve and Federal Home Loan Bank Stock	13,772		N/A		N/A		N/A		N/A
Accrued interest receivable	17,674		0		7,689		9,985		17,674
Financial Liabilities:
Certificates of deposit	829,518		0		833,617		0		833,617
All other deposits	4,905,889		4,905,889		0		0		4,905,889

Federal Home Loan Bank advances	75,000		0		66,118		0		66,118
Mortgage banking derivative	2		0		2		0		2
Interest rate swap derivative	14,329		0		14,329		0		14,329
Standby letters of credit	272		0		0		272		272
Accrued interest payable	2,619		84		2,535		0		2,619

NOTE 7. OFFSETTING ASSETS AND LIABILITIES

The following tables summarize gross and net information about financial instruments and derivative instruments that are offset in the statement of financial position or that are subject to an enforceable master netting arrangement at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.


	June 30, 2022
	Gross Amounts of Recognized Assets/Liabilities		Gross Amounts Offset in the Statement of Financial Position		Net Amounts presented in the Statement of Financial Position		Gross Amounts Not Offset in the Statement of Financial Position				Net Amount
(dollars in thousands)							Financial Instruments		Cash Collateral Position
Assets
Interest Rate Swap Derivatives	$	26,370	$	0	$	26,370	$	0	$	(27,085)	$	(715)
Total Assets	$	26,370	$	0	$	26,370	$	0	$	(27,085)	$	(715)
Liabilities
Interest Rate Swap Derivatives	$	26,372	$	0	$	26,372	$	0	$	(90)	$	26,282
Total Liabilities	$	26,372	$	0	$	26,372	$	0	$	(90)	$	26,282

September 30, 2021
Gross Amounts of Recognized Assets/Liabilities Gross Amounts Offset in the Statement of Financial Position Net Amounts presented in the Statement of Financial Position Gross Amounts Not Offset in the Statement of Financial Position Net Amount
(dollars in thousands) Financial Instruments Cash Collateral Position
Assets
Interest Rate Swap Derivatives $ 15,426 $ 0 $ 15,426 $ 0 $ (1,270) $ 14,156
Total Assets $ 15,426 $ 0 $ 15,426 $ 0 $ (1,270) $ 14,156
Liabilities
Interest Rate Swap Derivatives $ 15,447 $ 0 $ 15,447 $ 0 $ (9,980) $ 5,467
Total Liabilities $ 15,447 $ 0 $ 15,447 $ 0 $ (9,980) $ 5,467

December 31, 2020
Gross Amounts of Recognized Assets/Liabilities Gross Amounts Offset in the Statement of Financial Position Net Amounts presented in the Statement of Financial Position Gross Amounts Not Offset in the Statement of Financial Position Net Amount
(dollars in thousands) Financial Instruments Cash Collateral Position
Assets
Interest Rate Swap Derivatives $ 21,764 $ 0 $ 21,764 $ 0 $ 0 $ 21,764
Total Assets $ 21,764 $ 0 $ 21,764 $ 0 $ 0 $ 21,764
Liabilities
Interest Rate Swap Derivatives $ 21,794 $ 0 $ 21,794 $ 0 $ (21,370) $ 424
Total Liabilities $ 21,794 $ 0 $ 21,794 $ 0 $ (21,370) $ 424

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	December 31, 2021
	Gross Amounts of Recognized Assets/Liabilities		Gross Amounts Offset in the Statement of Financial Position		Net Amounts presented in the Statement of Financial Position		Gross Amounts Not Offset in the Statement of Financial Position				Net Amount
(dollars in thousands)							Financial Instruments		Cash Collateral Position
Assets
Interest Rate Swap Derivatives	$	14,309	$	0	$	14,309	$	0	$	(2,255)	$	12,054
Total Assets	$	14,309	$	0	$	14,309	$	0	$	(2,255)	$	12,054
Liabilities
Interest Rate Swap Derivatives	$	14,329	$	0	$	14,329	$	0	$	(7,995)	$	6,334
Total Liabilities	$	14,329	$	0	$	14,329	$	0	$	(7,995)	$	6,334

If an event of default occurs causing an early termination of an interest rate swap derivative, any early termination amount payable to one party by the other party may be reduced by set-off against any other amount payable by the one party to the other party. If a default in performance of any obligation of a repurchase agreement occurs, each party will set-off property held in respect of transactions against obligations owing in respect of any other transactions.

NOTE 8. EARNINGS PER SHARE

Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period, which includes shares held in treasury on behalf of participants in the Company’s Directors Fee Deferral Plan, and share repurchases. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock based awards and warrants, none of which were antidilutive.

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Weighted average shares outstanding for basic earnings per common share 25,479,654 25,418,712 25,472,185 25,484,329
Dilutive effect of stock based awards and warrants 155,634 68,590 136,470 134,072
Weighted average shares outstanding for diluted earnings per common share 25,635,288 25,487,302 25,608,655 25,618,401
Basic earnings per common share $ 0.95 $ 0.89 $ 2.81 $ 2.34
Diluted earnings per common share $ 0.94 $ 0.89 $ 2.79 $ 2.33


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Weighted average shares outstanding for basic earnings per common share	25,527,896		25,473,497		25,521,618		25,465,621
Dilutive effect of stock based awards	169,681		128,566		178,290		131,222
Weighted average shares outstanding for diluted earnings per common share	25,697,577		25,602,063		25,699,908		25,596,843

Basic earnings per common share	$	1.00	$	0.96	$	1.93	$	1.86
Diluted earnings per common share	$	1.00	$	0.95	$	1.92	$	1.85

~~Table of Contents~~

NOTE 9. ACCUMULATED OTHER COMPREHENSIVE INCOME

The following tables summarize the changes within each classification of accumulated other comprehensive income (loss) for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, all shown net of tax:

(dollars in thousands) Unrealized Gains and Losses on Available-
for-Sales Securities Defined Benefit Pension Items Total
Balance at July 1, 2021 $ 23,619 $ (1,348) $ 22,271
Other comprehensive income before reclassification (11,385) 0 (11,385)
Amounts reclassified from accumulated other comprehensive income 0 46 46
Net current period other comprehensive income (loss) (11,385) 46 (11,339)
Balance at September 30, 2021 $ 12,234 $ (1,302) $ 10,932

(dollars in thousands) Unrealized Gains and Losses on Available-
for-Sales Securities Defined Benefit Pension Items Total
Balance at July 1, 2020 $ 26,256 $ (1,454) $ 24,802
Other comprehensive income before reclassification 622 0 622
Amounts reclassified from accumulated other comprehensive income (248) 48 (200)
Net current period other comprehensive income 374 48 422
Balance at September 30, 2020 $ 26,630 $ (1,406) $ 25,224


(dollars in thousands)	Unrealized Gains and Losses on Available- for-Sales Securities		Defined Benefit Pension Items		Total
Balance at April 1, 2022	$	(92,751)	$	(936)	$	(93,687)
Other comprehensive income (loss) before reclassification	(65,179)		0		(65,179)
Amounts reclassified from accumulated other comprehensive income (loss)	305		27		332
Net current period other comprehensive income (loss)	(64,874)		27		(64,847)
Balance at June 30, 2022	$	(157,625)	$	(909)	$	(158,534)

Table of Contents


(dollars in thousands)	Unrealized Gains and Losses on Available- for-Sales Securities		Defined Benefit Pension Items		Total
Balance at April 1, 2021	$	16,503	$	(1,393)	$	15,110
Other comprehensive income (loss) before reclassification	7,151		0		7,151
Amounts reclassified from accumulated other comprehensive income (loss)	(35)		45		10
Net current period other comprehensive income (loss)	7,116		45		7,161
Balance at June 30, 2021	$	23,619	$	(1,348)	$	22,271

The following tables summarize the changes within each classification of accumulated other comprehensive income (loss) for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, all shown net of tax:

(dollars in thousands) Unrealized Gains and Losses on Available-
for-Sales Securities Defined Benefit Pension Items Total
Balance at January 1, 2021 $ 29,182 $ (1,438) $ 27,744
Other comprehensive loss before reclassification (16,318) 0 (16,318)
Amounts reclassified from accumulated other comprehensive income (630) 136 (494)
Net current period other comprehensive income (loss) (16,948) 136 (16,812)
Balance at September 30, 2021 $ 12,234 $ (1,302) $ 10,932


(dollars in thousands)	Unrealized Gains and Losses on Available- for-Sales Securities		Defined Benefit Pension Items		Total
Balance at January 1, 2022	$	17,056	$	(963)	$	16,093
Other comprehensive income (loss) before reclassification	(174,986)		0		(174,986)
Amounts reclassified from accumulated other comprehensive income (loss)	305		54		359
Net current period other comprehensive income (loss)	(174,681)		54		(174,627)
Balance at June 30, 2022	$	(157,625)	$	(909)	$	(158,534)


(dollars in thousands)	Unrealized Gains and Losses on Available- for-Sales Securities		Defined Benefit Pension Items		Total
Balance at January 1, 2021	$	29,182	$	(1,438)	$	27,744
Other comprehensive income (loss) before reclassification	(4,933)		0		(4,933)
Amounts reclassified from accumulated other comprehensive income (loss)	(630)		90		(540)
Net current period other comprehensive income (loss)	(5,563)		90		(5,473)
Balance at June 30, 2021	$	23,619	$	(1,348)	$	22,271

(dollars in thousands) Unrealized Gains and Losses on Available-
for-Sales Securities Defined Benefit Pension Items Total
Balance at January 1, 2020 $ 13,607 $ (1,548) $ 12,059
Other comprehensive income before reclassification 13,310 0 13,310
Amounts reclassified from accumulated other comprehensive income (287) 142 (145)
Net current period other comprehensive income 13,023 142 13,165
Balance at September 30, 2020 $ 26,630 $ (1,406) $ 25,224

Reclassifications out of other accumulated comprehensive loss for the three months ended June 30, 2022 are as follows:

Details about
Accumulated Other
Comprehensive
Income (Loss) Components

Amount
Reclassified From Accumulated Other Comprehensive Income

Affected Line Item
in the Statement Where Net Income is Presented

(dollars in thousands)

Amortization of unrealized losses on held-to-maturity securities

(386)

Interest income

Tax effect

Income tax expense

(305)

Net of tax

Amortization of defined benefit pension items

(36)

Other expense

Tax effect

Income tax expense

(27)

Net of tax

Total reclassifications for the period

(332)

Net income

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Reclassifications out of other accumulated comprehensive income for the three months ended ~~September~~June 30, 2021 are as follows:

Details about
Accumulated Other
Comprehensive
Income (Loss) Components

Amount
Reclassified From Accumulated Other Comprehensive Income

Affected Line Item
in the Statement Where Net Income is Presented

(dollars in thousands)

Realized gains and losses on available-for-sale securities

044

Net securities gains

Tax effect

0(9)

Income tax expense

035

Net of tax

Amortization of defined benefit pension items

~~(61)~~(60)

Other expense

Tax effect

Income tax expense

~~(46)~~(45)

Net of tax

Total reclassifications for the period

~~(46)~~(10)

Net income

Reclassifications out of other accumulated comprehensive ~~income~~loss for the ~~three~~six months ended ~~September~~June 30, ~~2020~~2022 are as follows:

Details about
Accumulated Other
Comprehensive
Income (Loss) Components

Amount
Reclassified From Accumulated Other Comprehensive Income

Affected Line Item
in the Statement Where Net Income is Presented

(dollars in thousands)

Amortization of unrealized losses on held-to-maturity securities

(386)

Interest income

Tax effect

Income tax expense

(305)

Net of tax

Amortization of defined benefit pension items

(72)

Other expense

Tax effect

Income tax expense

(54)

Net of tax

Total reclassifications for the period

(359)

Net income

Reclassifications out of other accumulated comprehensive income for the six months ended June 30, 2021 are as follows:

Details about
Accumulated Other
Comprehensive
Income (Loss) Components

Amount
Reclassified From Accumulated Other Comprehensive Income

Affected Line Item
in the Statement Where Net Income is Presented

(dollars in thousands)

Realized gains and losses on available-for-sale securities

~~314~~

~~Net securities gains~~

~~Tax effect~~

~~(66)~~

~~Income tax expense~~

~~248~~

~~Net of tax~~

~~Amortization of defined benefit pension items~~

~~(63)~~

~~Other expense~~

~~Tax effect~~

~~Income tax expense~~

~~(48)~~

~~Net of tax~~

~~Total reclassifications for the period~~

~~200~~

~~Net income~~

~~Reclassifications out of accumulated comprehensive income for the nine months ended September 30, 2021 are as follows:~~

Details about
Accumulated Other
Comprehensive
Income Components

Amount
Reclassified From Accumulated Other Comprehensive Income

Affected Line Item
in the Statement Where Net Income is Presented

~~(dollars in thousands)~~

~~Realized gains and losses on available-for-sale securities~~

797

Net securities gains

Tax effect

(167)

Income tax expense

630

Net of tax

Amortization of defined benefit pension items

~~(181)~~(120)

Other expense

Tax effect

4530

Income tax expense

~~(136)~~(90)

Net of tax

Total reclassifications for the period

~~494~~540

Net income

Table of Contents

~~Reclassifications out of accumulated comprehensive income for the nine months ended September 30, 2020 are as follows:~~

~~Details about~~
Accumulated Other
Comprehensive
Income Components

Amount
Reclassified From Accumulated Other Comprehensive Income

Affected Line Item
in the Statement Where Net Income is Presented

~~(dollars in thousands)~~

~~Realized gains and losses on available-for-sale securities~~

~~363~~

~~Net securities gains~~

~~Tax effect~~

~~(76)~~

~~Income tax expense~~

~~287~~

~~Net of tax~~

~~Amortization of defined benefit pension items~~

~~(189)~~

~~Other expense~~

~~Tax effect~~

~~Income tax expense~~

~~(142)~~

~~Net of tax~~

~~Total reclassifications for the period~~

~~145~~

~~Net income~~

NOTE 10. LEASES

The Company leases certain office facilities under long-term operating lease agreements. The leases expire at various dates through ~~2029~~2037 and some include renewal options. Many of these leases require the payment of property taxes, insurance premiums, maintenance, utilities and other costs. In many cases, rentals are subject to increase in relation to a cost-of-living index. The Company accounts for lease and non-lease components together as a single lease component. The Company determines if an arrangement is a lease at inception. Operating leases are recorded as a right-of-use ("ROU") lease assets and are included in other assets on the consolidated balance sheet. The Company's corresponding lease obligations are included in other liabilities on the consolidated balance sheet. ROU lease assets represent the Company's right to use an underlying asset for the lease term and lease obligations represent the Company's obligation to make lease payments arising from the lease. Operating ROU lease assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The ROU lease asset also includes any lease payments made and excludes lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Lease expense for lease payments is recognized on a straight-line basis over the lease term. Short-term leases are leases having a term of twelve months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases, as allowed as a practical expedient of the standard.

The following is a maturity analysis of the operating lease liabilities as of ~~September~~June 30, ~~2021:~~2022:


Years ending December 31, (in thousands)	Operating Lease Obligation
2022	$	354
2023	717
2024	734
2025	752
2026	731
2027 and thereafter	2,938
Total undiscounted lease payments	6,226
Less imputed interest	(667)
Lease liability	$	5,559
Right-of-use asset	$	5,559

Years ending December 31, (in thousands) Operating lease Obligation
2021 $ 147
2022 595
2023 606
2024 622
2025 640
2026 and thereafter 2,233
Total undiscounted lease payments 4,843
Less imputed interest (508)
Lease liability $ 4,335
Right-of-use asset $ 4,335


	Three months ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2022			2021			2022			2021
Lease cost
Operating lease cost	$	163		$	135		$	333		$	270
Short-term lease cost	8			6			14			12
Total lease cost	$	171		$	141		$	347		$	282

Other information
Operating cash outflows from operating leases	$	163		$	135		$	333		$	270
Weighted-average remaining lease term - operating leases	8.5 years			8.3 years			8.5 years			8.3 years
Weighted average discount rate - operating leases	2.5		%	2.8		%	2.5		%	2.8		%

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Three months ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Lease cost
Operating lease cost $ 133 $ 141 $ 403 $ 402
Short-term lease cost 6 6 18 18
Total lease cost $ 139 $ 147 $ 421 $ 420
Other information
Operating cash outflows from operating leases $ 403 $ 402
Weighted-average remaining lease term - operating leases 8.1 years 9.1 years 8.1 years 9.1 years
Weighted average discount rate - operating leases 2.8 % 2.8 % 2.8 % 2.8 %

NOTE 11. CONTINGENCIES

Lakeland Financial Corporation and its subsidiaries are defendants in various legal proceedings arising in the normal course of business. In the opinion of management, based on present information including advice of legal counsel, the ultimate resolution of these proceedings is not expected to have a material effect on the Company's consolidated financial position or results of operations.

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Net income in the first ~~nine~~six months of ~~2021~~2022 was ~~$71.5~~$49.3 million, which increased $~~11.7~~2.0 million, or ~~19.6%~~4.2%, from ~~$59.7~~$47.3 million for the comparable period of ~~2020~~2021. Diluted income per common share was ~~$2.79~~$1.92 in the first ~~nine~~six months of ~~2021,~~2022, up ~~19.7%~~3.8% from ~~$2.33~~$1.85 in the comparable period of ~~2020.~~2021. The increase in net income for ~~2021~~2022 was primarily due to growth in net interest income of ~~$14.8~~$6.2 million, ~~and~~offset by a decrease in ~~provision expense~~noninterest income of ~~$12.8~~$2.7 million ~~offset by~~and an increase in noninterest expense of ~~$13.1 million. The elevated provision in 2020 was driven primarily by the economic impact of COVID-19 on the Company's loan customers using the incurred loan loss methodology.~~$1.5 million. Pretax pre-provision earnings in the first ~~nine~~six months of ~~2021~~2022 were ~~$88.7~~$59.9 million, an increase of $~~1.7~~2.0 million, or ~~1.9%~~3.5%, compared to ~~$87.1~~$57.8 million for the comparable period. Pretax pre-provision earnings is a non-GAAP measure calculated by adding net interest income to noninterest income and subtracting noninterest expense.

Annualized return on average total equity was ~~14.29%~~15.72% in the first ~~nine~~six months of ~~2021~~2022 versus ~~12.96%~~14.49% in the comparable period of ~~2020.~~2021. Annualized return on average total assets was ~~1.57%~~1.52% in the first ~~nine~~six months of ~~2021~~2022 versus ~~1.50%~~1.58% for the comparable period of ~~2020.~~2021. The Company's average equity to average assets ratio was ~~11.01%~~9.65% in the first ~~nine~~six months of ~~2021~~2022 versus ~~11.59%~~10.92% in the comparable period of ~~2020.~~2021.

Net income in ~~the third~~second quarter of ~~2021~~2022 was ~~$24.1~~$25.7 million, up ~~$1.3 million, or~~ ~~5.9%,~~5.4% from ~~$22.8~~$24.3 million for the comparable period of ~~2020.~~2021. Diluted earnings per common share was ~~$0.94~~$1.00 in the ~~third~~second quarter of ~~2021,~~2022, up ~~5.6%~~5.3% from ~~$0.89~~$0.95 in the comparable period of ~~2020.~~2021. The increase was driven primarily ~~due to a $5.8 million increase~~by growth in net interest income ~~for the quarter.~~of $5.0 million, offset by a decrease in noninterest income of $848,000 and an increase in noninterest expense of $1.3 million. Additionally, the Company ~~recording~~recorded a reversal to the provision for credit losses of ~~$1.3~~$1.7 million for the ~~third~~second quarter of 2021, ~~a decrease of $450,000,~~ compared to no provision ~~expense of $1.8 million~~for credit losses recorded for the ~~third~~second quarter of ~~2020. These increases were offset by a $2.0 million, or 15.3%, decrease in noninterest income and a $2.8 million, or 12.3%, increase in noninterest expense.~~2022. Pretax pre-provision earnings in the ~~third~~second quarter of ~~2021~~2022 were ~~$30.9~~$31.3 million, an increase of $~~985,000,~~$2.9 million, or ~~3.3%~~10.2%, compared to ~~$29.9~~$28.4 million for the comparable period of ~~2020~~.2021.

Annualized return on average total equity was ~~13.90%~~17.65% in the ~~third~~second quarter of ~~2021~~2022 versus ~~14.36%~~14.71% in the comparable period of ~~2020.~~2021. Annualized return on average total assets was ~~1.56%~~1.59% in the ~~third~~second quarter of ~~2021~~2022 versus ~~1.64%~~1.58% in the comparable period of ~~2020.~~2021. The average equity to average assets ratio was ~~11.19%~~9.03% in the ~~third~~second quarter of ~~2021~~2022 versus ~~11.43% in~~10.76% the comparable period of ~~2020.~~2021.

The Company’s tangible common equity to tangible assets ratio, which is a non-GAAP financial measure, was 8.92% at June 30, 2022, compared to 10.81% at June 30, 2021 and 10.70% at December 31, 2021. Tangible equity and tangible assets have been negatively impacted by the decline in market value of the Company's available-for-sale investment securities portfolio. The market value decline was a result of the yield curve steepening during the first half of 2022. The increase in market interest rates led to an unrealized loss in market value of $175.6 million as of June 30, 2022, compared to an unrealized gain in market value of $29.9 million at June 30, 2021 and of $21.6 million at December 31, 2021. When excluding the impact of accumulated other comprehensive income on tangible common equity, the Company's adjusted tangible common equity to adjusted tangible assets ratio was 11.08% at June 30, 2022 compared to 10.49% at June 30, 2021 and 10.47% at December 31, 2021.

The Company elected to transfer $151.4 million in net book value of municipal bonds from the available-for-sale securities portfolio to held-to-maturity designation on April 1, 2022 as a balance sheet management strategy.

Total assets were ~~$6.223~~$6.265 billion as of ~~September~~June 30, ~~2021~~2022 versus ~~$5.830~~$6.557 billion as of December 31, ~~2020, an increase~~2021, a decrease of ~~$392.5 million, or 6.7%.~~$292.2 million. ~~This increase~~Balance sheet contraction was driven primarily ~~due to a $504.9 million increase in securities available-for-sale and a $307.3 million increase~~through decreases in cash and cash equivalents, ~~offset by a decrease in~~deposits and borrowings during the first six months of 2022. Cash and cash equivalents decreased $513.7 million, deposits decreased $113.8 million and borrowings decreased $75.0 million. Offsetting these decreases were increases to loans, net ~~loans of $421.3 million.~~ ~~The outstanding balance of Paycheck Protection Program (PPP) loans at September 30, 2021, was $91.9~~ million versus $412.0 million at December 31, 2020. The Paycheck Protection Program has strengthened the Company’s borrowers’ balance sheets and improved their operating performance. It has further provided a valuable cash injection for all clients who participated in the program. Since the start of the ~~pandemic, loan line utilization has declined from 48% as~~allowance for credit losses, of ~~March 31, 2020 to 41% as~~$137.1 million, other assets of ~~September 30, 2021, thereby decreasing loans outstanding. Line utilization was 42% as~~$58.4 million and total investment securities of ~~December 31, 2020.~~$29.4 million. Tota

Balance sheet growth was primarily funded through growth in deposits during 2021, which was driven by the deposit of PPP loan proceeds into borrower accounts and additional government stimulus payments into customer accounts, inclusive of stimulus payments received for municipal customers. Deposits increased $377.8 million while total borrowingsl equity decreased by ~~$10.5 million since December 31, 2020. Total equity increased by $26.0~~$142.8 million due primarily to ~~net income of $71.5 million, dividends declared and paid of $1.02 per share totaling $26.0 million, the day one CECL adjustment to retained earnings of $7.0 million net of tax, and~~ a reduction to accumulated other comprehensive income (loss) of ~~$16.8 million, driven primarily~~$174.6 million. The reduction in accumulated other comprehensive income was caused by a decrease in the fair value of available-for-sale ~~securities.~~

~~Impact~~securities due to the steepening of ~~COVID-19~~the yield curve during the first six months of 2022. The ~~progression~~change in total equity was also impacted by net income of ~~the COVID-19 pandemic in the United States has had an impact on our financial condition~~$49.3 million and ~~results~~dividends declared and paid of operations as of and for the three and nine months ended September 30, 2021 and 2020, and may have a complex and significant adverse impact on the economy, the banking industry and our Company in future fiscal periods, all subject to a high degree of uncertainty. As a result of the pandemic, our financial condition, capital levels and results of operations have been and could continue to be significantly affected, as described in further detail in this section.$0.80 per share, totaling $20.4 million.

3632

Table of Contents

~~Active Management of Credit Risk~~

The Company’s Commercial Banking and Credit Administration leadership continues to review and refine the list of industries that the company believes are most likely to be materially impacted by the potential economic impact resulting from the COVID-19 pandemic. The current assessment of impacted industries has narrowed from year end 2020 and includes only one industry, hotel and accommodation, as compared to the initial list of ten potentially affected industries disclosed in the company’s earnings release for the first quarter of 2020. The hotel and accommodation industry represents approximately 2.3%, or $94 million, of the company’s total loan portfolio. The original ten industries represented a peak of $765 million, or 18.7%, as of March 31, 2020, excluding PPP loans.

The Company’s commercial loan portfolio is highly diversified, and no industry sector represents more than 8% of the bank’s loan portfolio, net of PPP, as of September 30, 2021. Agri-business and agricultural loans represented the highest specific industry concentrations, at 8% of total loans. The Company’s Commercial Banking and Credit Administration teams continue to actively work with customers to understand their business challenges and credit needs during this time.

~~COVID-19 Related Loan Deferrals~~

Loan deferrals peaked on June 17, 2020, at $737 million, which represented 16% of the total loan portfolio. As of September 30, 2021, total deferrals attributable to COVID-19 were $22.3 million, representing three borrowers, or 0.5% of the total loan portfolio. Total deferrals as of September 30, 2021 represented a decline in deferral balances of 97.0% from peak levels in June 2020. Of the $22.3 million, two were commercial loan borrowers representing $22.3 million in loans, or 0.6% of total commercial loans, and there was one retail loan deferral with a balance less than $50,000. All COVID-19 related loan deferrals remain on accrual status, as each deferral is evaluated individually, and management has determined that all contractual cash flows are collectable at this time.

As of September 30, 2021, of the total commercial deferrals attributed to COVID-19, $8.0 million represented a second deferral action and $14.3 million represented a third deferral action. In accordance with Section 4013 of the CARES Act, these deferrals were not considered to be troubled debt restructurings. This provision was extended to January 1, 2022 under the Consolidated Appropriations Act, 2021. The third deferral action has been classified as a watch list credit and is adequately reserved for in the allowance for credit losses as of September 30, 2021. In addition, this credit was removed from COVID-19 deferral status in October 2021.

The Company’s retail loan portfolio is comprised of 1-4 family mortgage loans, home equity lines of credit and other direct and indirect installment loans. A third-party vendor manages the Company’s retail and commercial credit card program and the Company does not have any balance sheet exposure with respect to this program except for nominal recourse on limited commercial card accounts.

~~The Paycheck Protection Program~~

During the first half of 2021, the Company funded PPP loans totaling $165.1 million for its customers through the second round of the PPP program. In addition, the Bank has continued processing forgiveness applications for PPP loans made during the first and second rounds of the PPP program. As of September 30, 2021, the Bank had $91.9 million in PPP loans outstanding, net of deferred fees, consisting of $15.5 million from PPP round one and $76.4 million from PPP round two. Most of the PPP loans are for existing customers and 55% of the number of PPP loans originated are for amounts less than $50,000. As of September 30, 2021, the SBA has approved forgiveness for $538.9 million in PPP loans originated during round one and $86.0 million in PPP loans originated during round two. During 2021, the Bank has processed $320.1 million of PPP loan forgiveness. As of September 30, 2021, the Company has submitted forgiveness applications on behalf of customers in the amount of $14.6 million for PPP round one and $5.9 million for PPP round two that are awaiting SBA approval.

September 30, 2021
Originated Forgiven Outstanding (1)
Number Amount Number Amount Number Amount

PPP Round 1 2,409 $ 570,500 2,368 $ 538,910 54 $ 15,522
PPP Round 2 1,192 165,142 822 86,009 370 76,375
Total 3,601 $ 735,642 3,190 $ 624,919 424 $ 91,897

~~(1) Outstanding balance includes deferred loan origination fees, net of costs, and any loans repaid by borrowers.~~

~~Table of Contents~~

CRITICAL ACCOUNTING POLICIES

The Company’s accounting policies are described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Certain of the Company’s accounting policies are important to the portrayal of the Company’s financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Some of the facts and circumstances which could affect these judgments include changes in interest rates, in the performance of the economy or in the financial condition of borrowers. Management believes that its critical accounting policies include determining the allowance for credit losses. See “Note 4 – Allowance for Credit Losses and Credit Quality” for more information on this critical accounting policy.

RESULTS OF OPERATIONS

Overview

Selected income statement information for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 is presented in the following table:


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2021			2020			2021			2020			(dollars in thousands)	2022			2021			2022			2021
Income Statement Summary:	Income Statement Summary:													Income Statement Summary:
Net interest income	Net interest income	$	45,741		$	39,913		$	133,081		$	118,295		Net interest income	$	48,678		$	43,661		$	93,558		$	87,340
Provision for credit losses ~~(1)~~	Provision for credit losses ~~(1)~~	1,300			1,750			1,077			13,850			Provision for credit losses ~~(1)~~	0			(1,700)			417			(223)
Noninterest income	Noninterest income	11,114			13,115			35,011			35,061			Noninterest income	10,492			11,340			21,179			23,897
Noninterest expense	Noninterest expense	25,967			23,125			79,361			66,293			Noninterest expense	27,913			26,648			54,882			53,394
Other Data:	Other Data:													Other Data:
Efficiency ratio ~~(2)~~(1)	Efficiency ratio ~~(2)~~(1)	45.67		%	43.61		%	47.21		%	43.23		%	Efficiency ratio ~~(2)~~(1)	47.17		%	48.45		%	47.83		%	48.00		%
Dilutive EPS		$	0.94		$	0.89		$	2.79		$	2.33
Diluted EPS														Diluted EPS	$	1.00		$	0.95		$	1.92		$	1.85
Tangible capital ratio ~~(3)~~(2)	Tangible capital ratio ~~(3)~~(2)	10.92		%	11.41		%	10.92		%	11.41		%	Tangible capital ratio ~~(3)~~(2)	8.92		%	10.81		%	8.92		%	10.81		%
Adjusted tangible capital ratio (3)														Adjusted tangible capital ratio (3)	11.08		%	10.49		%	11.08		%	10.49		%
Net charge offs (recoveries) to average loans	Net charge offs (recoveries) to average loans	0.00		%	0.00		%	(0.05)		%	0.12		%	Net charge offs (recoveries) to average loans	0.00		%	(0.14)		%	0.03		%	(0.07)		%
Net interest margin	Net interest margin	3.13		%	3.05		%	3.11		%	3.16		%	Net interest margin	3.26		%	3.01		%	3.09		%	3.10		%
Net interest margin excluding PPP loans (4)	Net interest margin excluding PPP loans (4)	2.95		%	3.17		%	2.98		%	3.22		%	Net interest margin excluding PPP loans (4)	3.26		%	2.95		%	3.08		%	3.00		%
Noninterest income to total revenue	Noninterest income to total revenue	19.55		%	24.73		%	20.83		%	22.86		%	Noninterest income to total revenue	17.73		%	20.62		%	18.46		%	21.48		%
Pretax Pre-Provision Earnings (5)	Pretax Pre-Provision Earnings (5)	$	30,888		$	29,903		$	88,731		$	87,063		Pretax Pre-Provision Earnings (5)	$	31,257		$	28,353		$	59,855		$	57,843

(1)~~Beginning January 1, 2021 calculation is based on the current expected credit loss methodology. Prior to January 1, 2021 calculation was based on the incurred loss methodology.~~

~~(2)~~Noninterest expense/net interest income plus noninterest income.

~~(3)~~(2)Non-GAAP financial measure. The Company believes that disclosing non-GAAP financial measures provides investors with information useful to understanding the ~~company’s~~Company’s financial performance. Additionally, these non-GAAP measures are used by management for planning and forecasting purposes, including measures based on “tangible common equity” which is “total equity” excluding intangible assets, net of deferred tax, and “tangible assets” which is “total assets” excluding intangible assets, net of deferred tax. See reconciliation on the next page.

(3)Non-GAAP financial measure. Adjusted tangible capital ratio excludes the market value impact of available-for-sale investment securities on tangible common equity and tangible assets. See reconciliation on the next page.

(4)Non-GAAP financial measure. Calculated by subtracting the impact PPP loans had on average earnings assets, loan interest income, average interest bearing liabilities, and interest expense. Management believes this is an important measure because it provides for better comparability to prior periods, given the low fixed interest rate of 1.0% applicable to PPP loans, and because the accretion of net loan fee income can be accelerated upon borrower forgiveness and repayment by the SBA. Management is actively monitoring net interest margin on a fully tax equivalent basis with and without PPP loan impact for the duration of this program. See reconciliation on the next page.

(5)Non-GAAP financial measure. Pretax pre-provision earnings is calculated by adding net interest income to noninterest income and subtracting noninterest expense. Management believes this is an important measure because it may enable investors to identify the trends in the Company's earnings exclusive of the effects of tax and provision expense, which may vary significantly from period to period. See reconciliation on the next page.

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A reconciliation of non-GAAP measures is provided below (in thousands, except for per share data).


	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2022			2021			2022			2021
Total Equity	$	562,063		$	677,471		$	562,063		$	677,471
Less: Goodwill	(4,970)			(4,970)			(4,970)			(4,970)
Plus: Deferred Tax Assets Related to Goodwill	1,167			1,176			1,167			1,176
Tangible Common Equity (A)	558,260			673,677			558,260			673,677
AOCI Market Value Adjustment	157,625			(23,618)			157,625			(23,618)
Adjusted Tangible Common Equity (C)	715,885			650,059			715,885			650,059

Total Assets	$	6,265,087		$	6,232,914		$	6,265,087		$	6,232,914
Less: Goodwill	(4,970)			(4,970)			(4,970)			(4,970)
Plus: Deferred Tax Assets Related to Goodwill	1,167			1,176			1,167			1,176
Tangible Assets (B)	6,261,284			6,229,120			6,261,284			6,229,120
Market Value Adjustment	199,525			(29,896)			199,525			(29,896)
Adjusted Tangible Assets (D)	6,460,809			6,199,224			6,460,809			6,199,224

Tangible Capital Ratio (A/B)	8.92		%	10.81		%	8.92		%	10.81		%
Adjusted Tangible Capital Ratio (C/D)	11.08		%	10.49		%	11.08		%	10.49		%

Net Interest Income	$	48,678		$	43,661		$	93,558		$	87,340
Noninterest Income	10,492			11,340			21,179			23,897
Noninterest Expense	(27,913)			(26,648)			(54,882)			(53,394)
Pretax Pre-Provision Earnings	$	31,257		$	28,353		$	59,855		$	57,843

Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2021 2020 2021 2020
Total Equity $ 683,202 $ 636,839 $ 683,202 $ 636,839
Less: Goodwill (4,970) (4,970) (4,970) (4,970)
Plus: Deferred tax assets related to goodwill 1,176 1,176 1,176 1,176
Tangible Common Equity (A) 679,408 633,045 679,408 633,045
Total Assets $ 6,222,916 $ 5,551,108 $ 6,222,916 $ 5,551,108
Less: Goodwill (4,970) (4,970) (4,970) (4,970)
Plus: Deferred tax assets related to goodwill 1,176 1,176 1,176 1,176
Tangible Assets (B) 6,219,122 5,547,314 6,219,122 5,547,314
Tangible Capital Ratio (A/B) 10.92 % 11.41 % 10.92 % 11.41 %
Net Interest Income $ 45,741 $ 39,913 $ 133,081 $ 118,295
Noninterest Income 11,114 13,115 35,011 35,061
Noninterest Expense (25,967) (23,125) (79,361) (66,293)
Pretax Pre-Provision Earnings $ 30,888 $ 29,903 $ 88,731 $ 87,063

Impact of Paycheck Protection Program on Net Interest Margin ~~FTE~~FTE.


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
		2021			2020			2021			2020				2022			2021			2022			2021
Total Average Earnings Assets	Total Average Earnings Assets	$	5,909,834		$	5,282,569		$	5,825,275		$	5,078,509		Total Average Earnings Assets	$	6,157,051		$	5,924,801		$	6,273,914		$	5,782,293
Less: Average Balance of PPP Loans	Less: Average Balance of PPP Loans	(142,917)			(557,290)			(296,938)			(339,149)			Less: Average Balance of PPP Loans	(9,665)			(348,026)			(13,588)			(375,226)
Total Adjusted Earning Assets	Total Adjusted Earning Assets	5,766,917			4,725,279			5,528,337			4,739,360			Total Adjusted Earning Assets	6,147,386			5,576,775			6,260,326			5,407,067

Total Interest Income FTE	Total Interest Income FTE	$	50,271		$	46,589		$	147,351		$	145,045		Total Interest Income FTE	$	55,023		$	48,416		$	104,325		$	97,080
Less: PPP Loan Income	Less: PPP Loan Income	(3,946)			(3,294)			(12,764)			(6,323)			Less: PPP Loan Income	(204)			(3,652)			(710)			(8,818)
Total Adjusted Interest Income FTE	Total Adjusted Interest Income FTE	46,325			43,295			134,587			138,722			Total Adjusted Interest Income FTE	54,819			44,764			103,615			88,262

Adjusted Earning Asset Yield, net of PPP Impact	Adjusted Earning Asset Yield, net of PPP Impact	3.19		%	3.65		%	3.25		%	3.91		%	Adjusted Earning Asset Yield, net of PPP Impact	3.58		%	3.22		%	3.34		%	3.29		%

Total Average Interest Bearing Liabilities	Total Average Interest Bearing Liabilities	$	3,737,707		$	3,433,326		$	3,728,339		$	3,393,274		Total Average Interest Bearing Liabilities	$	3,981,587		$	3,828,499		$	3,969,634		$	3,723,580
Less: Average Balance of PPP Loans	Less: Average Balance of PPP Loans	(142,917)			(557,290)			(296,938)			(339,149)			Less: Average Balance of PPP Loans	(9,665)			(348,026)			(13,588)			(375,226)
Total Adjusted Interest Bearing Liabilities	Total Adjusted Interest Bearing Liabilities	3,594,790			2,876,036			3,431,401			3,054,125			Total Adjusted Interest Bearing Liabilities	3,971,922			3,480,473			3,956,046			3,348,354

Total Interest Expense FTE	Total Interest Expense FTE	$	3,554		$	6,066		$	11,816		$	24,954		Total Interest Expense FTE	$	4,944		$	3,964		$	8,098		$	8,262
Less: PPP Cost of Funds	Less: PPP Cost of Funds	(90)			(350)			(555)			(630)			Less: PPP Cost of Funds	(6)			(162)			(17)			(465)
Total Adjusted Interest Expense FTE	Total Adjusted Interest Expense FTE	3,464			5,716			11,261			24,324			Total Adjusted Interest Expense FTE	4,938			3,802			8,081			7,797

Adjusted Cost of Funds, net of PPP Impact	Adjusted Cost of Funds, net of PPP Impact	0.24		%	0.48		%	0.27		%	0.69		%	Adjusted Cost of Funds, net of PPP Impact	0.32		%	0.27		%	0.26		%	0.29		%

Net Interest Margin FTE, net of PPP Impact		2.95		%	3.17		%	2.98		%	3.22		%
Net Interest Margin Excluding PPP Loans FTE														Net Interest Margin Excluding PPP Loans FTE	3.26		%	2.95		%	3.08		%	3.00		%

Table of Contents

~~Table of Contents~~

Net Income

Net income was ~~$71.5~~$49.3 million in the first ~~nine~~six months of ~~2021~~2022, an increase of ~~$11.7~~$2.0 million, or ~~19.6%~~4.2%, versus net income of ~~$59.7~~$47.3 million in the first ~~nine~~six months of ~~2020~~2021. The increase in net income for ~~2021~~2022 was primarily due to growth in net interest income of ~~$14.8~~$6.2 million, or ~~12.5%~~7.1%, ~~and~~offset by a a decrease to noninterest income of $2.7 million, or 11.4% and an increase to noninterest expense of $1.5 million, or 2.8%. Additionally, the change in provision for credit losses recorded during the period impacted net income, as $417,000 provision for credit losses was recorded during the first six months of 2022, compared to a reversal for provision expense of ~~$12.8 million, offset by an increase in noninterest expense of $13.1 million. The elevated provision in~~$223,000 during the first ~~nine~~six months of ~~2020~~2021 ~~was driven by potential negative impacts on the Company's borrowers from the economic conditions resulting from the COVID-19 pandemic, which was calculated using the incurred loss model.~~.

Net income was ~~$24.1~~$25.7 million for the three months ended ~~September~~June 30, ~~2021,~~2022, an increase of $1.3 million, or ~~5.9%~~5.4%, versus net income of ~~$22.8~~$24.3 million for the three months ended ~~September~~June 30, ~~2020.~~ 2021. The increase was primarily due to growth in net interest income which increased $5.0 million, or 11.5%, offset by a decrease to noninterest income of $848,000, or 7.5%, and an increase to noninterest expense of $1.3 million, or 4.7%. Additionally, the ~~Company recording a~~ provision for credit losses ~~of $1.3 million for~~recorded during the ~~third quarter of 2021, a decrease of $450,000 compared to provision expense of $1.8 million for the third quarter of 2020.~~ ~~The higher provision in the third quarter of~~ ~~2020~~ was driven by potential negative impacts on the Company’s borrowers from the economic conditions resulting from the COVID-19 pandemic, which was calculated using the incurred loss model. In addition,period impacted net income as no provision for credit losses was recorded during the three months ended ~~September~~June 30, ~~2021 was positively impacted by~~2022, compared to a ~~$5.8 million, or 14.6%, increase in net interest income. This increase was offset by a $2.0 million, or 15.3%, decrease in noninterest income and a $2.8 million, or 12.3%, increase in noninterest expense.~~

~~We anticipate that our net income~~reversal for ~~future fiscal periods will continue to be impacted as a result of the economic developments resulting from the COVID-19 pandemic. During the first nine~~ ~~months~~ of ~~2021, provision expense declined relative to the first half provision expense of~~ ~~2020. This decline was a result of improving economy, the declining balances of COVID-19 loan deferrals and a one-time recovery~~credit losses of $1.7 million induring the second quarter of 2021. However, the economic impact of the pandemic continues to evolve and, as a result, we continue to monitor the impact to customers very closely. In particular, disruption to the labor market and supply chains have had, and may continue to have, a negative impact on our customers growth plans, with a corresponding effect on loan demand.

~~Net interest income, excluding the impacts of PPP loans, in~~ ~~2021~~ has been negatively impacted by net interest margin compression that has resulted from excess liquidity and a shift in the mix of earning assets from loans to investment securities and short-term investments. During ~~2021~~, PPP loan forgiveness and continued deposit growth has contributed to the increased liquidity on the balance sheet. The combined impact of the low interest rate environment that resulted from the Federal Reserve Bank’s reductions to the target Federal Funds Rate in the first quarter of 2020, together with the Corporation’s asset sensitive balance sheet, has caused a reduction in net interest margin, excluding PPP loans, in the third quarter of ~~2021~~ ~~when compared to the third quarter of~~ ~~2020~~. Loan and investment security yields have been negatively impacted by the decline in interest rates. In addition, the increase in short-term investments and investment securities has contributed to the decline in earning asset yields in 2021. Correspondingly, deposit rates have also declined but have not fully offset the earning asset compression. Net interest margin will continue to be impacted from the PPP loan program and the low fixed rate of 1.0% on these loans. Borrowers that meet the loan forgiveness requirements outlined in the SBA program will result in loan balance paydowns for the Bank and an acceleration in unamortized PPP net loan fee income accretion through the income statement, as a component of loan yields. The timing and impact to net interest margin will be contingent on how quickly the PPP loans are submitted for forgiveness by borrowers and approved for forgiveness by the SBA. In addition, loans could be repaid by borrowers in lieu of forgiveness over the course of the next few years. PPP loan income, including both interest and fees, was $12.8 million and $~~3.9~~ ~~million for the nine months and~~ three months ended ~~September~~June 30, ~~2021, respectively. PPP loan income, including both interest and fees, was~~ ~~$6.3 million and $3.3 million for the nine months and three months ended September 30, 2020, respectively.~~2021.

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Net Interest Income

The following table sets forth consolidated information regarding average balances and rates:


		Nine Months Ended September 30,													Six Months Ended June 30,
		2021						2020							2022						2021
(fully tax equivalent basis, dollars in thousands)	(fully tax equivalent basis, dollars in thousands)	Average Balance		Interest		Yield (1)/ Rate		Average Balance		Interest		Yield (1)/ Rate		(fully tax equivalent basis, dollars in thousands)	Average Balance		Interest		Yield (1)/ Rate		Average Balance		Interest		Yield (1)/ Rate
Earning Assets	Earning Assets													Earning Assets
Loans:	Loans:													Loans:
Taxable (2)(3)	Taxable (2)(3)	$	4,455,488	$	128,828	3.87	%	$	4,339,274	$	130,759	4.03	%	Taxable (2)(3)	$	4,337,938	$	83,873	3.90	%	$	4,514,294	$	85,803	3.83	%
Tax exempt (1)	Tax exempt (1)	13,403		410		4.09		20,248		681		4.49		Tax exempt (1)	25,726		566		4.44		12,940		259		4.04
Investments:	Investments:													Investments:
Available-for-sale (1)		977,955		17,765		2.43		625,887		13,313		2.84
Securities (1)														Securities (1)	1,494,979		19,157		2.58		864,250		10,795		2.52
Short-term investments	Short-term investments	2,273		2		0.12		32,671		67		0.27		Short-term investments	2,223		3		0.27		2,256		1		0.09
Interest bearing deposits	Interest bearing deposits	376,156		346		0.12		60,429		225		0.50		Interest bearing deposits	413,048		726		0.35		388,553		222		0.12
Total earning assets	Total earning assets	$	5,825,275	$	147,351	3.38	%	$	5,078,509	$	145,045	3.82	%	Total earning assets	$	6,273,914	$	104,325	3.35	%	$	5,782,293	$	97,080	3.39	%
Less: Allowance for credit losses ~~(4)~~	Less: Allowance for credit losses ~~(4)~~	(71,783)						(57,111)						Less: Allowance for credit losses ~~(4)~~	(67,787)						(71,593)
Nonearning Assets	Nonearning Assets													Nonearning Assets
Cash and due from banks	Cash and due from banks	69,066						60,695						Cash and due from banks	73,037						69,753
Premises and equipment	Premises and equipment	59,652						60,676						Premises and equipment	59,143						59,565
Other nonearning assets	Other nonearning assets	189,472						172,187						Other nonearning assets	217,581						190,160
Total assets	Total assets	$	6,071,682					$	5,314,956					Total assets	$	6,555,888					$	6,030,178

Interest Bearing Liabilities	Interest Bearing Liabilities													Interest Bearing Liabilities
Savings deposits	Savings deposits	$	353,058	$	204	0.08	%	$	260,668	$	162	0.08	%	Savings deposits	$	416,755	$	156	0.08	%	$	344,859	$	133	0.08	%
Interest bearing checking accounts	Interest bearing checking accounts	2,334,480		4,905		0.28		1,796,270		7,683		0.57		Interest bearing checking accounts	2,676,528		5,646		0.43		2,306,026		3,194		0.28
Time deposits:	Time deposits:													Time deposits:
In denominations under $100,000	In denominations under $100,000	223,486		1,650		0.99		268,485		3,569		1.78		In denominations under $100,000	193,873		653		0.68		229,617		1,192		1.05
In denominations over $100,000	In denominations over $100,000	741,815		4,828		0.87		969,362		12,910		1.78		In denominations over $100,000	617,824		1,516		0.49		767,324		3,589		0.94
Miscellaneous short-term borrowings	Miscellaneous short-term borrowings	500		7		1.87		40,460		458		1.51		Miscellaneous short-term borrowings	13		0		0.00		754		7		1.87
Long-term borrowings and subordinated debentures	Long-term borrowings and subordinated debentures	75,000		222		0.40	%	58,029		172		0.40		Long-term borrowings and subordinated debentures	64,641		127		0.40		75,000		147		0.40
Total interest bearing liabilities	Total interest bearing liabilities	$	3,728,339	$	11,816	0.42	%	$	3,393,274	$	24,954	0.98	%	Total interest bearing liabilities	$	3,969,634	$	8,098	0.41	%	$	3,723,580	$	8,262	0.45	%

Noninterest Bearing Liabilities	Noninterest Bearing Liabilities													Noninterest Bearing Liabilities
Demand deposits	Demand deposits	1,627,522						1,252,112						Demand deposits	1,895,333						1,600,052
Other liabilities	Other liabilities	47,169						53,660						Other liabilities	58,188						47,857
Stockholders' Equity	Stockholders' Equity	668,652						615,910						Stockholders' Equity	632,733						658,689
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	6,071,682					$	5,314,956					Total liabilities and stockholders' equity	$	6,555,888					$	6,030,178

Interest Margin Recap	Interest Margin Recap													Interest Margin Recap
Interest income/average earning assets	Interest income/average earning assets			147,351		3.38	%			145,045		3.82	%	Interest income/average earning assets			104,325		3.35				97,080		3.39	%
Interest expense/average earning assets	Interest expense/average earning assets			11,816		0.27	%			24,954		0.66	%	Interest expense/average earning assets			8,098		0.26				8,262		0.29	%
Net interest income and margin	Net interest income and margin			$	135,535	3.11	%			$	120,091	3.16	%	Net interest income and margin			$	96,227	3.09	%			$	88,818	3.10	%

(1)Tax exempt income was converted to a fully taxable equivalent basis at a 21 percent tax rate. The tax equivalent rate for tax exempt loans and tax exempt securities acquired after January 1, 1983 included the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”) adjustment applicable to nondeductible interest expenses. Taxable equivalent basis adjustments were ~~$2.5~~$2.7 million and ~~$1.8~~$1.5 million in the ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2021~~2022 and June 30, ~~2020~~2021, respectively.

(2)Loan fees are included as taxable loan interest income. Net loan fees attributable to PPP loans were ~~$10.5 million~~$641,000 and ~~$3.7~~$6.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and June 30, ~~2020~~2021, respectively. All other loan fees were immaterial in relation to total taxable loan interest income for the periods presented.

(3)Nonaccrual loans are included in the average balance of taxable loans.

~~(4)Beginning January 1, 2021 calculation is based on the current expected credit loss methodology. Prior to January 1, 2021 calculation was based on the incurred loss methodology.~~

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Three Months Ended September 30, 2021 Three Months Ended September 30, 2020
(fully tax equivalent basis, dollars in thousands) Average Balance Interest Income Yield (1)/
Rate Average Balance Interest Income Yield (1)/
Rate
Earning Assets
Loans:
Taxable (2)(3) $ 4,339,792 $ 43,025 3.93 % $ 4,541,608 $ 42,056 3.68 %
Tax exempt (1) 14,312 150 4.16 15,204 130 3.40
Investments:
Available-for-sale (1) 1,201,657 6,971 2.30 637,523 4,359 2.72
Short-term investments 2,304 0 0.00 8,865 3 0.13
Interest bearing deposits 351,769 125 0.14 79,369 41 0.21
Total earning assets $ 5,909,834 $ 50,271 3.37 % $ 5,282,569 $ 46,589 3.51 %
Less: Allowance for credit losses (4) (72,157) (59,519)
Nonearning Assets
Cash and due from banks 67,715 61,656
Premises and equipment 59,824 60,554
Other nonearning assets 188,118 175,601
Total assets $ 6,153,334 $ 5,520,861
Interest Bearing Liabilities
Savings deposits $ 369,191 $ 71 0.08 % $ 282,456 $ 53 0.07 %
Interest bearing checking accounts 2,390,462 1,712 0.28 1,827,061 1,405 0.31
Time deposits:
In denominations under $100,000 211,911 457 0.86 254,315 982 1.54
In denominations over $100,000 691,143 1,239 0.71 972,436 3,501 1.43
Miscellaneous short-term borrowings 0 0 0.00 22,058 51 0.92
Long-term borrowings and subordinated debentures 75,000 75 0.40 75,000 74 0.39
Total interest bearing liabilities $ 3,737,707 $ 3,554 0.38 % $ 3,433,326 $ 6,066 0.70 %
Noninterest Bearing Liabilities
Demand deposits 1,681,565 1,401,403
Other liabilities 45,810 55,154
Stockholders' Equity 688,252 630,978
Total liabilities and stockholders' equity $ 6,153,334 $ 5,520,861
Interest Margin Recap
Interest income/average earning assets 50,271 3.37 46,589 3.51
Interest expense/average earning assets 3,554 0.24 6,066 0.46
Net interest income and margin $ 46,717 3.13 % $ 40,523 3.05 %

The following table sets forth consolidated information regarding average balances and rates:


	Three Months Ended June 30,
	2022						2021
(fully tax equivalent basis, dollars in thousands)	Average Balance		Interest		Yield (1)/ Rate		Average Balance		Interest		Yield (1)/ Rate
Earning Assets
Loans:
Taxable (2)(3)	$	4,396,333	$	44,138	4.03	%	$	4,474,844	$	42,342	3.80	%
Tax exempt (1)	29,380		353		4.82		12,839		128		4.00
Investments:
Securities(1)	1,476,144		10,049		2.73		955,242		5,811		2.44
Short-term investments	2,301		2		0.35		2,305		0		0.00
Interest bearing deposits	252,893		481		0.76		479,571		135		0.11
Total earning assets	$	6,157,051	$	55,023	3.58	%	$	5,924,801	$	48,416	3.28	%
Less: Allowance for credit losses	(67,527)						(72,222)
Nonearning Assets
Cash and due from banks	74,158						68,798
Premises and equipment	58,978						59,848
Other nonearning assets	238,228						190,202
Total assets	$	6,460,888					$	6,171,427

Interest Bearing Liabilities
Savings deposits	$	425,102	$	81	0.08	%	$	359,484	$	71	0.08	%
Interest bearing checking accounts	2,710,674		3,784		0.56		2,428,524		1,700		0.28
Time deposits:
In denominations under $100,000	189,538		307		0.65		224,025		545		0.98
In denominations over $100,000	601,877		718		0.48		741,466		1,574		0.85
Miscellaneous short-term borrowings	0		0		0.00		0		0		0.00
Long-term borrowings and subordinated debentures	54,396		54		0.40		75,000		74		0.40
Total interest bearing liabilities	$	3,981,587	$	4,944	0.50	%	$	3,828,499	$	3,964	0.42	%

Noninterest Bearing Liabilities
Demand deposits	1,825,327						1,633,686
Other liabilities	70,650						45,249
Stockholders' Equity	583,324						663,993
Total liabilities and stockholders' equity	$	6,460,888					$	6,171,427

Interest Margin Recap
Interest income/average earning assets			55,023		3.58				48,416		3.28	%
Interest expense/average earning assets			4,944		0.32				3,964		0.27	%
Net interest income and margin			$	50,079	3.26	%			$	44,452	3.01	%

(1)Tax exempt income was converted to a fully taxable equivalent basis at a 21 percent tax rate. The tax equivalent rate for tax exempt loans and tax exempt securities acquired after January 1, 1983 included the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”) adjustment applicable to nondeductible interest expenses. Taxable equivalent basis adjustments were $~~976,000~~$1.4 million and ~~$610,000~~$791,000 in the three-month periods ended ~~September~~June 30, ~~2021~~2022 and ~~September~~June 30, ~~2020,~~2021, respectively.

(2)Loan fees are included as taxable loan interest income. Net loan fees attributable to PPP loans were $~~3.6~~ ~~million~~$180,000 and ~~$1.9~~$2.8 million for the ~~three months~~three-months ended ~~September~~June 30, ~~2021~~2022 and ~~September~~June 30, ~~2020,~~2021, respectively. All other loan fees were immaterial in relation to total taxable loan interest income for the periods presented.

(3)Nonaccrual loans are included in the average balance of taxable loans.

~~(4)~~Net interest income increased $6.2 million, or 7.1%, to $93.6 million for the six months ended June 30, 2022, compared with $87.3 million for the first six months of ~~Beginning January 1,~~ 2021 ~~calculation is based on~~. Growth in core loans and investment security balances coupled with rising interest rates positively impacted investment security and loan income and offset the ~~current expected credit loss methodology. Prior~~decline in PPP loan income of $8.8 million during the period. In addition, interest expense declined by $164,000, further benefiting the increase in net interest income. Average earning assets increased by $491.6 million, due primarily to ~~January 1, 2021 calculation was based on~~growth in investment securities of $630.7 million. Average loans outstanding decreased $163.6 million to $4.364 billion during the ~~incurred loss methodology.~~six months ended June 30, 2022, compared to $4.527 billion during the same period of 2021. Average PPP loans decreased by $361.6 million to $13.6 million for the first six months of 2022 compared to $375.2 million for the first six months of 2021.Excluding PPP loans, average core loans increased $198.1 million to $4.350 billion during the six months ended June 30, 2022, compared to $4.152 billion during the

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~~Table of Contents~~

~~Net interest income increased $14.8 million, or 12.5%, for the nine months ended September 30, 2021 to $133.1 million compared with $118.3 million for the first nine months of~~ ~~2020~~. The increase in net interest income was largely driven by an increase in average earning assets of $746.8 million, due primarily to growth in investment securities of $352.1 million, growth in interest bearing deposits of $315.7 million and loan growth of $109.4 million. Average loans outstanding increased to $4.469 billion during the nine months ended September 30, 2021 compared to $4.360 billion during the the same period of ~~2020, with most of the growth being in fixed rate commercial loans.~~ ~~The average balance of PPP loans was $296.9 million for the first nine months of~~ ~~2021~~ ~~compared to $339.1 million for the first nine months of~~ ~~2020~~.2021. The earning asset growth was funded through an increase ofin deposits. Average deposits increased ~~$733.5~~$552.4 million to ~~$5.280~~$5.800 billion during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~$4.547~~$5.248 billion for the same period of ~~2020~~2021.

PPP loan proceeds to borrowers, additional economic impact payments to consumers, and stimulus payments to municipalities impacted the increase in deposits and core deposits during the first nine months of 2021, as these funds were deposited into customer checking and savings accounts at the Bank.

The tax equivalent net interest margin was ~~3.11%~~3.09% for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~3.16%~~3.10% during the first ~~nine~~six months of ~~2020~~2021. The yield on earning assets totaled ~~3.38%~~3.35% during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~3.82%~~3.39% in the same period of ~~2020~~2021. Cost of funds (expressed as a percentage of average earning assets) totaled ~~0.27%~~0.26% during the first ~~nine~~six months of ~~2021~~2022, compared to ~~0.66%~~0.29% in the same period of ~~2020~~2021. The lower margin was ~~due to lower yields on loans~~caused by reduced levels of PPP income recognition and ~~securities, partially offset by a lower cost of funds. The decline~~changes in ~~net interest margin resulted from~~ the Federal Reserve Bank decreases in the target Federal Funds Rate by 150 basis points during the first quarter of 2020, which brought the Federal Funds Rate back to the zero-bound range of 0.00% to 0.25% and excess liquidity on the Company's balance sheet. The earning asset mix ~~has~~ ~~changed~~ during 2021 and 2022 to reflect increased investment securities and interest bearing deposits, which are lower yielding assets. The Bank deployed excess liquidity of $600 million to the investment security portfolio and to interest bearing deposits as a result of lower loan growth. Additionally, the Company's net interest margin was positively impacted by 13 basis points during the first nine months of 2021 due to interest income and fees earned on PPP loans. Net interest margin excluding PPP loans was ~~2.98%~~3.08% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022 compared to 3.00% for the same period of 2021.

Net interest income increased by ~~$5.8~~$5.0 million, or ~~14.6%~~11.5%, for the three months ended ~~September~~June 30, ~~2021~~2022 as compared to the three months ended ~~September~~June 30, ~~2020.~~ 2021. The increased level of net interest income during the ~~third~~second quarter of ~~2021~~2022 was largely driven by an increase in average earning assets of ~~$627.3~~$232.3 million, due primarily to growth in ~~available-for-sale~~ securities of ~~$564.1 million and increases in interest bearing deposits of $272.4~~$520.9 million. ~~The Company deployed $600 million in excess liquidity to its investment security portfolio since late 2020 in response to the surge in deposits that begin in 2020 and has continued into 2021.~~ This earning asset growth was funded through an increase in deposits. Average deposits increased ~~$606.6~~$365.3 million to ~~$5.344~~$5.753 billion for the ~~third~~second quarter of ~~2021,~~2022, compared to ~~$4.738~~$5.387 billion for the comparable period of ~~2020.~~2021. During this same period, average core deposits increased ~~$803.4~~$365.4 million. The Company defines "core deposits" as total deposits (including all deposits by municipalities and other government agencies), excluding brokered deposits. ~~Short-term~~Long-term borrowings have decreased by ~~$22.1~~$20.6 million during these comparable ~~periods.~~periods due to repayment of a putable $75.0 million advance with the FHLB during the three months ended June 30, 2022.

The ~~Company’s~~company’s net interest margin increased 825 basis points to ~~3.13%~~3.26% for the ~~third~~second quarter of ~~2021~~2022 compared to ~~3.05%~~3.01% for the ~~third~~second quarter of ~~2020.~~2021. The ~~higher~~increased margin in the ~~third~~second quarter of ~~2021 as~~2022 compared to the prior year period was due to higher yields on loans, ~~due~~partially offset by a higher cost of funds. The higher yields were driven by three Federal Reserve Bank increases to the target Federal Funds rate in March, May, and June of 2022. The overall effect of these rate increases raised the Federal Funds rate by a cumulative 150 basis points and increased the target Federal Funds rate range from a zero-bound range of 0.00% - 0.25% prior to the first rate increase in March of 2022 to a range of 1.50 - 1.75% at June 30, 2022.

Total PPP loan income recognized for the second quarter of 2022 was $204,000 compared to $3.7 million for the second quarter of 2021, a decrease of 94%. PPP interest ~~income~~ and ~~fee accretion as well as lower costs of funds. As~~fees had a ~~result of the excess liquidity~~nominal impact on the second quarter 2022 net interest margin compared to net interest margin compression of 6 basis points for the second quarter 2021. Despite the decrease in PPP loan fee income, earning asset yields increased 30 basis points from 3.28% for the second quarter of 2021 to 3.58% for the second quarter of 2022. Offsetting the increased yield on earning assets was an increase to the company's ~~balance sheet, the mix~~cost of funds of 5 basis points. Interest expense as a percentage of earning assets included lower earning assets consisting of balances at the Federal Reserve Bank and the investment securities portfolio. In addition, third quarter loan yields were impacted by the lower yield on the PPP loan portfolio, offset by fees earned as a result of PPP loan forgiveness.

~~The Company’s net interest margin excluding PPP related net interest income was 18 basis points lower at 2.95% for the third quarter of 2021 compared~~increased to actual net interest margin of 3.13%, and reflects a 22 basis point decline from net interest margin excluding PPP loans of 3.17% in the third quarter of 2020. Cost of funds decreased to a historical low of 0.24%0.32% for the three-month period ended ~~September~~June 30, 2022, from 0.27% for the three-month period ended June 30, 2021.

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Provision for Credit Losses

The Company recorded ano provision for credit losses expense ~~of $1.3 million~~ for the three months ended ~~September~~June 30, ~~2021~~2022 compared to a reversal for provision expense of ~~$1.8~~$1.7 million during the comparable period of ~~2020~~2021~~, a decrease of $450,000.~~. Net ~~recoveries~~charge offs were ~~$35,000~~$3,000 during the three month period ended ~~September~~June 30, ~~2021~~2022 compared to net ~~charge offs~~recoveries of ~~$22,000 during the comparable period of~~ ~~2020. The Company recorded a provision for credit losses expense of $1.1 million for the nine months ended September 30, 2021 compared to a provision expense of $13.9~~$1.6 million during the comparable period of ~~2020~~2021. The ~~primary factor impacting~~Company recorded provision for credit losses expense of $417,000 for the six months ended June 30, 2022 compared to a reversal for provision expense in ~~2020~~ ~~was the potential negative impact to the Company's borrowers as a result~~ of ~~the economic conditions resulting from the COVID-19 pandemic. Net~~ ~~recoveries~~ ~~were $1.5 million~~$223,000 during the ~~nine~~comparable period of 2021. Net charge-offs were $667,000 during the six month period ended ~~September~~June 30, ~~2021~~2022 compared to net ~~charge offs~~recoveries of ~~$3.8~~$1.5 million during the comparable period of ~~2020. The Company adopted the CECL standard (ASU 2016-13) during the first quarter of 2021, effective January 1,~~ 2021. Prior to this, provision expense was recorded under the incurred loss methodology. The day one impact of the adoption was an increase in the allowance for credit losses of $9.1 million, with an offset, net of taxes, to beginning stockholders’ equity.

The Company has granted COVID-19 loan deferrals to customers, which peaked on June 17, 2020 at $737 million, or 16%, of the total loan portfolio. As of September 30, 2021, COVID-19 loan deferrals have declined to $22.3 million, representing
~~three~~ borrowers, or 0.5% of the total loan portfolio. Two were commercial loan borrowers and there was one retail borrower with COVID-19 deferrals. In accordance with Section 4013 of the CARES Act, loan deferrals granted to customers that resulted from the impact of COVID-19 and who were not past due at December 31, 2019 were not considered troubled debt restructurings as of September 30, 2021 and December 31, 2020. This provision was extended to January 1, 2022 under the Consolidated Appropriations Act, 2021. Management continues to monitor these deferrals and has considered these credits in the September 30, 2021 and December 31, 2020 allowance for credit losses balance. The recent credit cycle has not been as negative as originally expected in the prior year, and management is comfortable with the current levels of the Company's reserve.

The provision expense in the third quarter of 2021 was driven primarily by the downgrading of two commercial loan borrowers to nonaccrual status. The balance of these loans totaled $21.2 million as of September 30, 2021. The first credit relationship of $12.0 million was downgraded due to the severe impact on the business caused by the economic conditions resulting from the COVID-19 pandemic. The borrower is a retailer of party and special event supplies. During the third quarter of 2021, the borrower’s challenges significantly worsened. As a result, loans to the borrower were downgraded and placed on nonaccrual status. Loans to this borrower are secured by a blanket lien on all assets, including buildings, inventory, accounts receivable and equipment. In addition, the exposure is supported by a partial personal guarantee. The second downgrade relates to a shared national credit participation of $9.2 million to a commercial borrower that operates grain elevators and handles feed processing and merchandising of agriculture products. Loans to this borrower are secured by a blanket lien on all assets, including buildings, inventory, accounts receivable and equipment. These downgrades resulted in an increase to the specific credit loss allocations for each credit as they are now individually analyzed credits. The loans to both borrowers are current on interest and principal payments through September 2021. The Bank believes that the allocations are adequate to cover any potential losses. Each of these downgrades resulted from a unique business challenge and management does not believe these downgrades are systemic as it relates to the Bank's broader loan portfolio.

Additional factors considered by management included key loan quality metrics, including reserve coverage of nonperforming loans and economic conditions in the Company’s markets, and changes in the facts and circumstances of watch list credits, which includes the security position of the borrower. Management’s overall view on current credit quality was also a factor in the determination of the provision for credit losses. The Company’s management continues to monitor the adequacy of the provision based on loan levels, asset quality, economic conditions and other factors that may influence the assessment of the collectability of loans.

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Noninterest Income

Noninterest income categories for the ~~nine-month~~six-month and three-month periods ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 are shown in the following table:


	Six Months Ended June 30,
(dollars in thousands)	2022			2021			Dollar Change		Percent Change
Wealth advisory fees	$	4,491		$	4,256		$	235	5.5	%
Investment brokerage fees	1,060			1,039			21		2.0
Service charges on deposit accounts	5,691			5,012			679		13.5
Loan and service fees	6,084			5,818			266		4.6
Merchant card fee income	1,719			1,388			331		23.8
Bank owned life insurance income (loss)	(266)			1,461			(1,727)		(118.2)
Interest rate swap fee income	404			754			(350)		(46.4)
Mortgage banking income	860			1,788			(928)		(51.9)
Net securities gains	0			797			(797)		(100.0)
Other income	1,136			1,584			(448)		(28.3)
Total noninterest income	$	21,179		$	23,897		$	(2,718)	(11.4)	%
Noninterest income to total revenue	18.5		%	21.5		%


		Nine Months Ended September 30,											Three Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2021			2020			Dollar Change		Percent Change		(dollars in thousands)	2022			2021			Dollar Change		Percent Change
Wealth advisory fees	Wealth advisory fees	$	6,433		$	5,594		$	839	15.0	%	Wealth advisory fees	$	2,204		$	2,078		$	126	6.1	%
Investment brokerage fees	Investment brokerage fees	1,560			1,148			412		35.9	%	Investment brokerage fees	541			575			(34)		(5.9)
Service charges on deposit accounts	Service charges on deposit accounts	7,768			7,452			316		4.2	%	Service charges on deposit accounts	2,882			2,521			361		14.3
Loan and service fees	Loan and service fees	8,823			7,470			1,353		18.1	%	Loan and service fees	3,195			3,042			153		5.0
Merchant card fee income	Merchant card fee income	2,226			1,933			293		15.2	%	Merchant card fee income	904			766			138		18.0
Bank owned life insurance income		2,101			1,476			625		42.3	%
Bank owned life insurance income (loss)												Bank owned life insurance income (loss)	(183)			705			(888)		(126.0)
Interest rate swap fee income	Interest rate swap fee income	934			4,105			(3,171)		(77.2)	%	Interest rate swap fee income	354			505			(151)		(29.9)
Mortgage banking income	Mortgage banking income	1,756			2,945			(1,189)		(40.4)	%	Mortgage banking income	351			415			(64)		(15.4)
Net securities gains	Net securities gains	797			363			434		119.6	%	Net securities gains	0			44			(44)		(100.0)
Other income	Other income	2,613			2,575			38		1.5	%	Other income	244			689			(445)		(64.6)
Total noninterest income	Total noninterest income	$	35,011		$	35,061		$	(50)	(0.1)	%	Total noninterest income	$	10,492		$	11,340		$	(848)	(7.5)	%
Noninterest income to total revenue	Noninterest income to total revenue	20.83		%	22.86		%					Noninterest income to total revenue	17.7		%	20.6		%

Three Months Ended
September 30,
(dollars in thousands) 2021 2020 Dollar Change Percent Change
Wealth advisory fees $ 2,177 $ 1,930 $ 247 12.8 %
Investment brokerage fees 521 421 100 23.8 %
Service charges on deposit accounts 2,756 2,491 265 10.6 %
Loan and service fees 3,005 2,637 368 14.0 %
Merchant card fee income 838 670 168 25.1 %
Bank owned life insurance income 640 932 (292) (31.3) %
Interest rate swap fee income 180 2,143 (1,963) (91.6) %
Mortgage banking income (loss) (32) 1,005 (1,037) (103.2) %
Net securities gains 0 314 (314) (100.0) %
Other income 1,029 572 457 79.9 %
Total noninterest income $ 11,114 $ 13,115 $ (2,001) (15.3) %
Noninterest income to total revenue 19.55 % 24.73 %

The Company's noninterest income decreased ~~$50,000,~~$2.7 million, or ~~0.1%~~11.4%, to ~~$35.0~~$21.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$35.1~~$23.9 million in the prior year period. ~~Noninterest income was positively impacted~~Notably, the fee-based businesses of wealth advisory fees improved by ~~a $1.4 million increase, or 18.1%~~5.5%, inservice charges on deposit accounts improved by 13.5%, loan and service fees ~~a $1.3 million increase, or 18.6%,~~improved by 4.6% and merchant card fee income improved by 23.8%. The decrease in ~~wealth management and investment brokerage fees over the corresponding prior period. Noninterest~~noninterest income ~~was also positively impacted by a $625,000 increase in~~resulted primarily from reduced bank owned life insurance income ~~and an increase in net securities gains~~ of ~~$434,000~~$1.7 million due to ~~repositioning of~~decline in the available-for-sale securities portfolio in response to the steepening yield curve during the first quarter of 2021. Noninterest income was negatively impacted by a $3.2 million decrease, or 77.2%, in interest rate swap fee income, and a $1.2 million decrease, or 40.4%,equity markets as well as $928,000 decline in mortgage banking ~~income. Interest rate swaps have seen a decrease in customer demand during the first three quarters of 2021 compared to the record year in 2020. Additionally, mortgage banking~~ income has been negatively impacted by the valuation of mortgage servicing rights due to increased amortization expense in the current rate environment. The increased prepayment speeds have resulted in increased mortgage servicing asset amortization expense of $900,000 for the nine months ended September 30, 2021.

~~Table of Contents~~

~~The Company’s noninterest income decreased $2.0 million, or 15.3%, to $11.1 million for the third quarter of~~ ~~2021, compared to $13.1 million for the third quarter of~~ ~~2020~~. Noninterest income was positively impacted by elevated loan and service fees which increased by $368,000, or 14.0%, for these comparable periods due to increased debit card interchange fees. In addition, wealth and investment brokerage fees which increased by $347,000, or 14.8%, and service charges on deposit accounts were up $265,000, or 10.6%. Offsetting these increases were decreases of $2.0 million, or 91.6%, in interest rate swap fee income and $1.0 million, or 103.2%, in mortgage banking income. Both interest rate swap arrangements and mortgage banking have seen a decrease in demand during the third quarter of 2021 compared to the third quarter of 2020, and the carrying value of mortgage service rights has been impacted by increased prepayment speeds due to the ~~current rate environment and appreciating single-home values. The increased prepayment speeds have resulted in increased~~impact of rising interest rates on reduced mortgage ~~servicing asset amortization expense of $650,000 during the third quarter of 2021 which offset mortgage banking income earned during the period.~~

Future noninterest income may continue to be impacted due to the effects of the COVID-19 pandemic, and the scope of any future governmental policy responses. For example, increased economic activity may result in higher merchant card fee income and higher interchange revenue that is reported in services charges on deposits accounts and loan ~~and service fees. Conversely, increased infection rates due to COVID-19, and any governmental responses thereto, could reduce economic activity and thereby reduce these activity-driven fees.~~

~~Noninterest Expense~~

~~Noninterest expense categories for the nine-month and three-month periods ended September 30, 2021 and 2020 are shown in the following tables:~~

Nine Months Ended
September 30,
(dollars in thousands) 2021 2020 Dollar Change Percent Change
Salaries and employee benefits $ 44,377 $ 35,696 $ 8,681 24.3 %
Net occupancy expense 4,343 4,336 7 0.2 %
Equipment costs 4,134 4,216 (82) (1.9) %
Data processing fees and supplies 9,692 8,736 956 10.9 %
Corporate and business development 3,208 2,324 884 38.0 %
FDIC insurance and other regulatory fees 1,707 1,224 483 39.5 %
Professional fees 5,058 3,506 1,552 44.3 %
Other expense 6,842 6,255 587 9.4 %
Total noninterest expense $ 79,361 $ 66,293 $ 13,068 19.7 %
Efficiency ratio 47.21 % 43.23 %

Three Months Ended
September 30,
(dollars in thousands) 2021 2020 Dollar Change Percent Change
Salaries and employee benefits $ 14,230 $ 12,706 $ 1,524 12.0 %
Net occupancy expense 1,413 1,404 9 0.6 %
Equipment costs 1,371 1,369 2 0.1 %
Data processing fees and supplies 3,169 3,025 144 4.8 %
Corporate and business development 1,000 586 414 70.6 %
FDIC insurance and other regulatory fees 748 554 194 35.0 %
Professional fees 1,342 1,306 36 2.8 %
Other expense 2,694 2,175 519 23.9 %
Total noninterest expense $ 25,967 $ 23,125 $ 2,842 12.3 %
Efficiency ratio 45.67 % 43.61 %

origination volumes.

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The ~~Company’s~~Company's noninterest income decreased by $848,000, or 7.5%, to $10.5 million for the second quarter of 2022, compared to $11.3 million for the second quarter of 2021. Noninterest income was positively impacted by elevated service charges on deposit accounts which increased by $361,000, or 14.3%, as a result of increased economic activity in the Company's operating footprint. In addition, loan and service fee income increased by $153,000, or 5.0%, merchant card fee income increased by $138,000, or 18.0% and wealth advisory fees increased by $126,000, or 6.1%. Driving the decrease was a reduction of $888,000 in bank owned life insurance income related to the company's variable life insurance policies. These policies are tied to the equity markets and can be subject to volatility based on market performance. In addition, other income decreased $445,000 which was caused by a reduction in income recognized during the quarter related to various limited partnership investment holdings and other non-recurring items.

Noninterest Expense

Noninterest expense categories for the six-month and three-month periods ended June 30, 2022 and 2021 are shown in the following tables:


	Six Months Ended June 30, 2022
(dollars in thousands)	2022			2021			Dollar Change		Percent Change
Salaries and employee benefits	$	29,190		$	30,147		$	(957)	(3.2)	%
Net occupancy expense	3,317			2,930			387		13.2
Equipment costs	2,870			2,763			107		3.9
Data processing fees and supplies	6,284			6,523			(239)		(3.7)
Corporate and business development	2,652			2,208			444		20.1
FDIC insurance and other regulatory fees	1,058			959			99		10.3
Professional fees	2,973			3,716			(743)		(20.0)
Other expense	6,538			4,148			2,390		57.6
Total noninterest expense	$	54,882		$	53,394		$	1,488	2.8	%
Efficiency ratio	47.8		%	48.0		%

(dollars in thousands)


	Three Months Ended June 30, 2022
(dollars in thousands)	2022			2021			Dollar Change		Percent Change
Salaries and employee benefits	$	14,798		$	15,762		$	(964)	(6.1)	%
Net occupancy expense	1,688			1,427			261		18.3
Equipment costs	1,459			1,318			141		10.7
Data processing fees and supplies	3,203			3,204			(1)		0.0
Corporate and business development	1,433			699			734		105.0
FDIC insurance and other regulatory fees	619			495			124		25.1
Professional fees	1,414			1,839			(425)		(23.1)
Other expense	3,299			1,904			1,395		73.3
Total noninterest expense	$	27,913		$	26,648		$	1,265	4.7	%
Efficiency ratio	47.2		%	48.5		%

The Company's noninterest expense increased $1.5 million, or 2.8%, to $54.9 million for the six months ended June 30, 2022, from $53.4 million for the six months ended June 30, 2021. The increase was due primarily due to an increase in other expense of $2.4 million, or 57.6%, driven by accruals for ongoing legal matters, offset by decreases in salaries and benefits of $957,000 and reduced professional fees of $743,000, or 20.0%.

The Company's noninterest expense increased by ~~$13.1~~$1.3 million, or ~~19.7%~~4.7%, to ~~$79.4~~$27.9 million in the ~~first nine months~~second quarter of ~~2021~~2022, compared to ~~$66.3~~$26.6 million in the ~~corresponding prior year period.~~second quarter of 2021. Other expense increased $1.4 million driven by accruals for ongoing legal matters. In addition, corporate and business development expenses increased $734,000, or 105.0%, and net occupancy expense increased $261,000, or 18.3%. The increase was driven by salaries and employee benefits which increased $8.7 million, or 24.3%, primarily due to higher performance-based incentive compensation expense and health insurance costs. Professional fees increased $1.6 million, or 44.3%, driven by expenses related to the Company's implementation of Lake City Bank Digital, an innovative digital banking platform, in the first quarter of 2021, as well as an increase in legal and regulatory expense. Data processing expenses associated with the PPP digital solution totaled $578,000 during the first nine months of 2021. In addition, the Company made a $500,000 contribution to its foundation in the first quarter of 2021 which is included in corporate and business development expenses was primarily a result of increased sponsorships and contributions, including $150,000 given in $10,000 increments to the fifteen community foundations in our market footprint in recognition of Lake City Bank's 150th anniversary. In addition, corporate and business development expense reflects higher advertising costs and increased client development expense. The increase to net occupancy

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~~The Company’s noninterest~~

expense ~~increased $2.8 million, or 12.3%,~~was caused by budgeted repairs to ~~$26.0 million in the third quarter of 2021, compared to $23.1 million in the third quarter of 2020.~~company facilities. Salaries and employee benefits ~~increased $1.5 million,~~decreased by $964,000, or ~~12.0%~~6.1%, and professional fees decreased $425,000, or 23.1%. The decrease to salary and benefits was driven by ~~higher performance-based incentive~~reduced deferred compensation expense, ~~and higher employee health insurance expense. Corporate and business development expenses increased $414,000, or 70.6%, due~~which is tied to equity market performance of the timing of planned advertising campaigns and increased business development costs, as in-person meetings with clients and prospects have resumed. FDIC insurance and other regulatory fees increased $194,000, or 35.0%, drivenunderlying funds which are directed by the ~~company's rapid balance sheet growth year-over-year.~~plan participants, and the reduction in professional fees was a result of reduced legal expenses during the second quarter of 2022.

The Company's efficiency ratio was ~~47.21%~~47.8% for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~43.23% in~~48.0% for the ~~prior period.~~first six months of 2021. The ~~Company’s~~Company's efficiency ratio was ~~45.67%~~47.2% for the ~~third~~second quarter of ~~2021, compared to 43.61%~~2022 and 48.5% for the ~~third~~second quarter of ~~2020.~~2021.

As previously disclosed, in the third quarter of 2019, ~~the~~the Bank discovered potentially fraudulent activity by a former treasury management client involving multiple banks. The former client subsequently filed several related bankruptcy cases, captioned In re Interlogic Outsourcing, Inc., et al., which are pending in the United States Bankruptcy Court for the Western District of Michigan. On April 27, 2021, the bankruptcy court entered an order approving an amended plan of liquidation, which was filed by the former client, other debtors and bankruptcy plan proponents, and approving the consolidation of the assets in the aforementioned cases under the Khan IOI Consolidated Estate Trust. On August 9, 2021, the liquidating trustee for the bankruptcy estates filed a complaint against the Bank and the Company, and has agreed to stay prosecution of the action through ~~December~~August 31, ~~2021.~~2022. The action is focused on a series of business transactions among the client, related entities, and the Bank, which the liquidating trustee alleges are voidable under applicable federal bankruptcy and state law. The complaint also addresses treatment of the Bank’s claims filed in the bankruptcy cases. Based on current information, we have determined that a material loss is neither probable nor estimable at this time, and the Bank ~~intends~~and the Company intend to vigorously defend ~~itself~~themselves against all allegations asserted in the ~~compliant.~~complaint.

Future noninterest expense may continue to be impacted due to the COVID-19 pandemic. For example, continued economic reopening and growth may impact balance sheet growth and resulting revenue growth which could increase the amount the Company pays in incentive-based compensation. In addition, prolonged supply chain disruptions and increased infection rates due to COVID-19 could halt the economic recovery and result in elevated provision expense which may reduce net income and diluted earnings per share, another key performance metric that impacts the incentive-based compensation targets.

The ~~Company’s~~Company's income tax expense ~~increased $2.7~~ ~~million and $92,000~~decreased $612,000, or 5.7%, ~~respectively,~~ in the ~~nine-month and three-month periods~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the same ~~periods~~period in ~~2020~~.2021. The effective tax rate was ~~18.5~~%17.0% in the ~~nine-month and three-month periods~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~18.4% and 19.1%, respectively,~~18.5% for the comparable ~~periods~~period of ~~2020~~. 2021. The ~~quarter-to-date~~year-to-date effective tax rate for ~~2021~~2022 decreased as compared to the prior year ~~period~~ primarily due to a higher percentage of income being derived from tax-advantaged ~~sources.~~sources as well as a larger tax benefit from stock-based compensation payments.

FINANCIAL CONDITION

Overview

Total assets of the Company were ~~$6.223~~$6.265 billion as of ~~September~~June 30, ~~2021, an increase~~2022, a decrease of ~~$392.5~~$292.2 million, ~~or 6.7%,~~ when compared to ~~$5.830~~$6.557 billion as of December 31, ~~2020.~~2021. This ~~increase~~decrease was primarily due to a ~~$307.3~~$513.7 million ~~increase~~decrease in cash and cash equivalents, ~~and a $504.9 million increase in securities available-for-sale,~~ offset by ~~a decrease~~increases in ~~gross~~ loans net of ~~$409.7~~the allowance for credit losses of $137.1 million, ~~or 8.8%. The outstanding balance~~other assets of ~~Paycheck Protection Program (PPP) loans at September 30, 2021, was $91.9~~$58.4 million ~~versus $412.0 million at December 31, 2020.~~and secruities of $29.4 million. Loans excluding PPP loans ~~decreased~~increased by ~~$89.6~~$157.8 million, or ~~2.1%~~3.7%, from ~~$4.237~~$4.262 billion at December 31, ~~2020~~2021 to ~~$4.148~~$4.419 billion at ~~September~~June 30, ~~2021.~~2022. Total deposits ~~increased $377.8~~decreased $113.8 million, or ~~7.5%, while total borrowings decreased by $10.5 million, or 12.3%~~2.0%. The ~~increase~~decrease in deposits was primarily driven by ~~growth~~contraction in ~~core~~retail and commercial deposits, ~~of $381.8~~which declined $117.5 million ~~or 7.6%, offset~~and $169.9 million, respectively. Public funds deposits increased by ~~a decrease in wholesale funding of $4.0 million.~~$173.5 million since year end. Core deposits were ~~$5.404~~$5.612 billion as of ~~September~~June 30, ~~2021~~2022 compared to ~~$5.022~~$5.725 billion as of December 31, ~~2020. Additionally, commercial~~

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deposits increased by $203.3 million, or 10.5%, to $2.144 billion at September 30, 2021 compared to $1.940 billion at December 31, 2020. The increase in commercial and retail core deposits has resulted from proceeds from the PPP loan program, federal stimulus payments made to individuals, customer liquidity events and an increase in the savings rate during the pandemic.

Uses of Funds

Total Cash and Cash Equivalents

Total cash and cash equivalents ~~increased~~decreased by ~~$307.3~~$513.7 million, or ~~123.0%~~75.2%, to ~~$557.2~~$169.5 million at ~~September~~June 30, ~~2021,~~2022, from ~~$249.9~~$683.2 million at December 31, ~~2020.~~2021. The decrease in cash and cash equivalents at June 30, 2022 reflects an additional deployment of $250 million in funds to the available-for-sale investment securities portfolio, funding of loan growth of $157.8 million, and repayment of an FHLB advance of $75.0 million. Cash and cash equivalents ~~at September 30, 2021 reflect repayments on loans as well as cash inflows from federal stimulus programs and an overall increase in the savings rate during the pandemic and~~ include short-term investments. Short-term investments include cash on deposit that earns interest such as excess liquidity maintained at the Federal Reserve Bank. Cash and cash equivalents balances will vary depending on the cyclical nature of the bank’s liquidity position.

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Investment Portfolio

The Company elected to transfer $151.4 million in net book value of municipal bonds from the available-for-sale securities portfolio to held-to-maturity on April 1, 2022 as an overall balance sheet management strategy. The fair value of securities transferred was $127.0 million. The amortized cost and the fair value of securities as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 were as follows:


		September 30, 2021				December 31, 2020					June 30, 2022				December 31, 2021
(dollars in thousands)	(dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value		(dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value

Available-for-Sale										Available-for-Sale
U.S Treasury securities	U.S Treasury securities	$	900	$	900	$	0	$	0	U.S Treasury securities	$	2,249	$	2,234	$	900	$	900
U.S government sponsored agencies	U.S government sponsored agencies	118,681		116,461		36,492		36,487		U.S government sponsored agencies	161,587		142,261		145,858		143,452
Mortgage-backed securities: residential	Mortgage-backed securities: residential	430,388		431,833		270,231		279,503		Mortgage-backed securities: residential	619,651		558,122		487,157		486,676
Mortgage-backed securities: commercial	Mortgage-backed securities: commercial	23,699		24,182		35,877		36,881		Mortgage-backed securities: commercial	0		0		522		523
State and municipal securities	State and municipal securities	650,561		666,339		355,306		381,974		State and municipal securities	692,698		597,963		742,532		767,007
Total		$	1,224,229	$	1,239,715	$	697,906	$	734,845
Total Available-for-Sale										Total Available-for-Sale	$	1,476,185	$	1,300,580	$	1,376,969	$	1,398,558

Held-to-maturity										Held-to-maturity
State and municipal securities										State and municipal securities	$	127,411	$	113,350	$	0	$	0
Total Held-to-Maturity										Total Held-to-Maturity	$	127,411	$	113,350	$	0	$	0
Total Investment Portfolio										Total Investment Portfolio	$	1,603,596	$	1,413,930	$	1,376,969	$	1,398,558

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, there were no holdings of securities of any one issuer, other than the U.S. government agencies and government sponsored entities, in an amount greater than 10% of stockholders’ equity. Management is aware that, as interest rates rise, any unrealized loss in the available-for-sale investment securities portfolio will increase, and as interest rates fall the unrealized gain in the investment portfolio will rise. Since the majority of the bonds in the investment portfolio are fixed-rate, with only a few adjustable-rate bonds, we would expect our investment portfolio to follow this market value pattern. This is taken into consideration when evaluating the gain or loss of investment securities in the portfolio and the potential for an allowance for credit losses.

Purchases of securities available-for-sale totaled ~~$640.4~~$313.9 million in the first ~~nine~~six months of ~~2021.~~2022. The purchases consisted of U.S. Treasury securities, securities issued by government sponsored entities, mortgage-backed securities issued by government sponsored entities and state and municipal securities. The investment security purchases reflect the deployment of excess liquidity to the available-for-sale investment securities portfolio. Investment securities represented 22.8% of total assets on June 30, 2022 compared to 21.3% of total assets on December 31, 2021. The Company ~~deployed $100 million in December 2020, $100 million during~~paused additions to the ~~first quarter~~investment securities portfolio at the end of ~~2021 and an additional $400 million during~~ the second quarter as excess liquidity on the balance sheet was reduced by loan growth and deposit outflows during the quarter. Management expects to use cash flows from the investment securities portfolio to help fund loan growth and for the investment securities portfolio to represent a lower percent of ~~2021. The deployment was due to the surge in deposits balances that began in 2020 and has continued into 2021.~~total assets over time. Paydowns from prepayments and scheduled payments of ~~$97.5~~$53.9 million were received in the first ~~nine~~six months of ~~2021,~~2022, and the amortization of premiums, net of the accretion of discounts, was ~~$3.5~~$3.2 million. Maturities and calls of securities totaled ~~$4.9~~$5.7 million in the first ~~nine~~six months of ~~2021. Proceeds from~~2022. There were no sales of available-for-sale investment securities ~~totaled $14.0 million~~ in the first ~~nine~~six months of ~~2021.~~2022. No allowance for credit losses was recognized for available-for-sale or held-to-maturity securites in the first ~~nine~~six months of ~~2021.~~2022.

~~Purchases~~The fair value of the investment securities ~~available-for-sale totaled $89.9~~portfolio as of June 30, 2022 included an unrealized losses of $175.6 million compared to unrealized gains of $21.6 million as of December 31, 2021. Unrealized losses in the investment securities portfolio resulted from rising interest rates during the first ~~nine~~six months of 2020. The purchases consisted primarily of state and municipal securities and purchases of mortgage-backed securities issued by government sponsored entities. Paydowns from prepayments and scheduled payments of $63.0 million were received in the first nine months of 2020, and the amortization of premiums, net of the accretion of discounts, was $3.0 million. Maturities and calls of securities totaled $6.3 million in the first nine months of 2020. Proceeds from sales of securities totaled $6.4 million in the first nine months of 2020. No other-than-temporary impairment was recognized in the first nine months of 2020.2022.

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The investment portfolio is managed by a third-party firm to provide for an appropriate balance between liquidity, credit risk, interest rate risk management and investment return and to limit the Company’s exposure to credit risk in the investment securities portfolio to ~~an acceptable~~a minimal level. The Company does not trade or invest in or sponsor certain unregistered investment companies defined as hedge funds and private equity funds under what is commonly referred to as the “Volcker Rule” of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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Real Estate Mortgage Loans Held-for-Sale

Real estate mortgage loans held-for-sale decreased by ~~$3.2~~$4.8 million, or ~~29.0%~~64.6%, to ~~$8.0~~$2.6 million at ~~September~~June 30, ~~2021,~~2022, from ~~$11.2~~$7.5 million at December 31, ~~2020.~~2021. The balance of this asset category is subject to a high degree of variability depending on, among other things, recent mortgage loan rates and the timing of loan sales into the secondary market. The Company generally sells conforming qualifying mortgage loans it originates on the secondary market. Proceeds from sales of residential mortgages totaled ~~$98.7~~$28.4 million in the first ~~nine~~six months of ~~2021~~2022 compared to ~~$90.6~~$71.0 million in the first ~~nine~~six months of ~~2020.~~2021. Management expects the volume of loans originated for sale in the secondary market to decline as compared to volumes originated in 2021 due to the rise in mortgage interest rates that have occurred during the first half of 2022. Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of these loans were ~~$374.0~~$379.8 million and ~~$351.0~~$375.4 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

Loan Portfolio

The loan portfolio by portfolio segment as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 is summarized as follows:


(dollars in thousands)	(dollars in thousands)	September 30, 2021				December 31, 2020				Current Period Change		(dollars in thousands)	June 30, 2022				December 31, 2021				Current Period Change
Commercial and industrial loans	Commercial and industrial loans	$	1,441,784	34.0	%	$	1,791,378	38.5	%	$	(349,594)	Commercial and industrial loans	$	1,529,792	34.6	%	$	1,389,469	32.4	%	$	140,323
Commercial real estate and multi-family residential loans	Commercial real estate and multi-family residential loans	1,954,554		46.0		1,895,014		40.7		59,540		Commercial real estate and multi-family residential loans	1,954,167		44.1		1,954,846		45.6		(679)
Agri-business and agricultural loans	Agri-business and agricultural loans	324,080		7.6		429,644		9.2		(105,564)		Agri-business and agricultural loans	387,902		8.8		445,825		10.4		(57,923)
Other commercial loans	Other commercial loans	83,595		2.0		94,013		2.0		(10,418)		Other commercial loans	93,157		2.1		73,490		1.7		19,667
Consumer 1-4 family mortgage loans	Consumer 1-4 family mortgage loans	348,172		8.2		343,518		7.4		4,654		Consumer 1-4 family mortgage loans	373,512		8.4		344,720		8.0		28,792
Other consumer loans	Other consumer loans	92,169		2.2		103,616		2.2		(11,447)		Other consumer loans	88,683		2.0		82,755		1.9		5,928
Subtotal, gross loans	Subtotal, gross loans	4,244,354		100.0	%	4,657,183		100.0	%	(412,829)		Subtotal, gross loans	4,427,213		100.0	%	4,291,105		100.0	%	136,108
Less: Allowance for credit losses ~~(1)~~	Less: Allowance for credit losses ~~(1)~~	(73,048)				(61,408)				(11,640)		Less: Allowance for credit losses ~~(1)~~	(67,523)				(67,773)				250
Net deferred loan fees	Net deferred loan fees	(4,901)				(8,027)				3,126		Net deferred loan fees	(2,514)				(3,264)				750
Loans, net	Loans, net	$	4,166,405			$	4,587,748			$	(421,343)	Loans, net	$	4,357,176			$	4,220,068			$	137,108

~~(1)Beginning January 1, 2021 calculation is based on the current expected credit loss methodology. Prior to January 1, 2021 calculation was based on the incurred loss methodology.~~

Total loans, excluding real estate mortgage loans held-for-sale and deferred fees, ~~decreased~~increased by ~~$412.8~~$136.1 million to ~~$4.244~~$4.427 billion at ~~September~~June 30, ~~2021~~2022 from ~~$4.657~~$4.291 billion at December 31, ~~2020.~~2021. The ~~decrease~~increase was primarily driven by ~~the forgiveness~~originations of ~~PPP~~ loans ~~and was also~~ concentrated in the commercial and industrial ~~and agribusiness~~ categories and was ~~driven~~offset by seasonal paydowns in ~~these loan segments. We anticipate that~~ the ~~portion~~agri-business and agricultural loans segments and forgiveness of ~~our loan portfolio attributable to~~outstanding PPP ~~loans will continue to decline in future quarters, as borrowers avail themselves of loan forgiveness opportunities under the PPP.~~loans. Total loans excluding PPP loans ~~decreased~~increased by ~~$89.6~~$157.8 million, as of ~~September~~June 30, ~~2021~~2022 as compared to December 31, ~~2020. The balance of net deferred loans fees attributable to PPP loans was $2.7 million as of September 30,~~ 2021. PPP round one and round two unamortized loan fees, net of deferred costs, were $0.1 and $2.6 million, respectively, as of September 30, 2021. Since the start of the pandemic, loan line utilization declined from 48% as of March 31, 2020 to 41% as of September 30, 2021, thereby decreasing loans outsanding.

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The following table summarizes the Company’s non-performing assets as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


(dollars in thousands)	June 30, 2022			December 31, 2021
Nonaccrual loans including nonaccrual troubled debt restructured loans (1)	$	12,494		$	14,973
Loans past due over 90 days and still accruing	105			117
Total nonperforming loans	12,599			15,090
Other real estate owned	196			196
Repossessions	0			0
Total nonperforming assets	$	12,795		$	15,286

Individually analyzed loans including troubled debt restructurings (1)	$	19,986		$	25,581

Nonperforming loans to total loans	0.28		%	0.35		%
Nonperforming assets to total assets	0.20		%	0.23		%

Performing troubled debt restructured loans (1)	$	0		$	5,121
Nonperforming troubled debt restructured loans (included in nonaccrual loans) (1)	0			6,218
Total troubled debt restructured loans (1)	$	0		$	11,339

(dollars in thousands) September 30,
2021 December 31,
2020
Nonaccrual loans including nonaccrual troubled debt restructured loans $ 30,978 $ 11,986
Loans past due over 90 days and still accruing 18 116
Total nonperforming loans 30,996 12,102
Other real estate owned 316 316
Repossessions 20 6
Total nonperforming assets $ 31,332 $ 12,424
Individually analyzed loans including troubled debt restructurings $ 41,148 $ 20,177
Nonperforming loans to total loans 0.73 % 0.26 %
Nonperforming assets to total assets 0.50 % 0.21 %
Performing troubled debt restructured loans $ 4,973 $ 5,237
Nonperforming troubled debt restructured loans (included in nonaccrual loans) 6,093 6,476
Total troubled debt restructured loans $ 11,066 $ 11,713
(1) On April 1, 2022, the Company adopted certain aspects of ASU 2022-02, whereby the Company no longer recognizes or accounts for TDRs. Adoption of this standard was retrospective to January 1, 2022.

Total nonperforming assets ~~increased~~decreased by ~~$18.9~~$2.5 million, or ~~152.2%~~16.3%, to ~~$31.3~~$12.8 million during the ~~nine~~six month period ended ~~September~~June 30, ~~2021.~~2022. The ratio of nonperforming assets to total assets at ~~September~~June 30, ~~2021 increased~~2022 decreased from ~~0.21%~~0.23% at December 31, ~~2020~~2021 to ~~0.50%~~0.20% at ~~September~~June 30, ~~2021.~~

The increase in nonperforming assets was driven primarily by the downgrading of two commercial loan relationships to nonaccrual status during the third quarter of 2021, which totaled $21.2 million. The first credit relationship of $12.0 million was downgraded due to the severe impact on the business caused by the economic conditions resulting from the COVID-19 pandemic. The borrower is a retailer of party and special event supplies. During the third quarter of 2021, the borrower’s challenges significantly worsened. As a result, loans to the borrower were downgraded and placed on nonaccrual status. Loans to this borrower are secured by a blanket lien on all assets, including buildings, inventory, accounts receivable and equipment. In addition, the exposure is supported by a partial personal guarantee. The second downgrade relates to a shared national credit participation of $9.2 million to a commercial borrower that operates grain elevators and handles feed processing and merchandising of agriculture products. Loans to this borrower are secured by a blanket lien on all assets, including buildings, inventory, accounts receivable and equipment. These downgrades resulted in an increase to the specific credit loss allocations for each credit as they are now individually analyzed credits. The loans to both borrowers are current on interest and principal payments through September 2021. The Bank believes that the allocations are adequate to cover any potential losses. Each of these downgrades resulted from a unique business challenge and management does not believe these downgrades are systemic as it relates to the Bank's broader loan portfolio.

2022.

A loan is individually analyzed when full payment under the original loan terms is not expected. The analysis for smaller loans that are similar in nature and which are not in nonaccrual or ~~troubled debt restructured~~modified status, such as residential mortgage, consumer, and credit card loans, is determined based on the class of loans. If a loan is individually analyzed, a portion of the allowance may be allocated so that the loan is reported, net, at the present value of estimated future cash flows or at the fair value of collateral if repayment is expected solely from the collateral. Total individually analyzed loans ~~increased~~decreased by ~~$21.0~~$5.6 million to ~~$41.1~~$20.0 million at ~~September~~June 30, ~~2021~~2022 from ~~$20.2~~$25.6 million at December 31, ~~2020. The increase was primarily driven by the downgrading of two commercial loan relationships, discussed above.~~2021.

As a result of the COVID-19 pandemic impact on the economy, we anticipate that our commercial, commercial real estate, residential and consumer borrowers may continue to encounter economic difficulties, which could lead to increases in our levels of nonperforming assets and troubled debt restructurings in future periods. Additionally, the balances of troubled debt restructurings could increase due to the expiration of relief for temporary COVID-19 related accommodations.

Loans are charged against the allowance for credit losses when management believes that the principal is uncollectible. Subsequent recoveries, if any, are credited to the allowance. The allowance is an amount that management believes will be adequate to absorb current expected credit losses relating to specifically identified loans based on an evaluation of the loans by

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management, as well as other current expected losses in the loan portfolio. The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans and current economic conditions that may affect the borrower’s ability to repay. Management also considers trends in adversely classified loans based upon a monthly review of those credits. ~~An appropriate level of general~~General allowance is determined after considering the following factors: application of loss percentages using a ~~PD/LGD~~probability of default/loss given default approach subject to a floor, emerging market risk, commercial loan focus and large credit concentrations, new industry lending activity and current economic conditions. Federal regulations require insured institutions to classify their own assets on a regular basis. The regulations provide for three categories of classified loans: Substandard, Doubtful and Loss. The regulations also contain a Special Mention category. Special Mention applies to loans that do not currently expose an insured institution to a sufficient degree of risk to warrant classification as Substandard, Doubtful or Loss but do possess credit deficiencies or potential weaknesses deserving management’s close attention. The Company’s policy is to establish a specific allowance for credit losses for any assets where management has identified conditions or circumstances that indicate an asset is nonperforming. If an asset or portion, thereof is classified as a loss, the Company’s policy is to either establish specified allowances for credit losses in the amount of 100% of the portion of the asset classified loss or charge-off such amount.

At ~~September~~June 30, ~~2021,~~2022, the allowance for credit losses was ~~1.72%~~1.53% of total loans outstanding, versus ~~1.32%~~1.58% of total loans outstanding at December 31, 2020, which was calculated under the incurred loss methodology prior to January 1, 2021. The allowance for credit losses as a percentage of total loans outstanding, excluding PPP loans of $91.9 million, as of September 30, 2021, was 1.76%. This reflects a more comparable ratio to prior periods, as PPP loans are fully guaranteed by the SBA and have not been allocated for within the allowance for credit losses calculation. The allowance for credit losses at September 30, 2021 included a $9.1 million, day one impact from the adoption of CECL at January 1, 2021. At ~~September~~June 30, ~~2021,~~2022, management believed the allowance for credit losses was at a level commensurate with the overall risk exposure of the loan portfolio. However, if economic conditions ~~fail to recover or~~ deteriorate, ~~due to the COVID-19 pandemic,~~ certain borrowers may experience difficulty and the level of nonperforming loans, ~~charge-offs~~charge offs and delinquencies could rise and require increases in the allowance for credit losses. The process of identifying credit losses is a subjective process.

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The Company has a relatively high percentage of commercial and commercial real estate loans, which are extended to businesses with a broad range of revenue and within a wide variety of industries. Traditionally, this type of lending may have more credit risk than other types of lending because of the size and diversity of the credits. The Company manages this risk by utilizing conservative credit structures, by adjusting its pricing to the perceived risk of each individual credit and by diversifying the portfolio by customer, product, industry and market area.

As of ~~September~~June 30, ~~2021,~~2022, based on management’s review of the loan portfolio, the Company had 8857 credit relationships totaling ~~$257.8~~$192.1 million on the classified loan list versus 9681 credit relationships totaling ~~$286.1~~$234.5 million on December 31, ~~2020.~~2021. The decrease in classified loans for the first ~~nine~~six months of ~~2021~~2022 resulted primarily from paydowns ~~as well as~~and borrower risk rating upgrades to previously classified loans on the non-individually analyzed portion of the watchlist. As of ~~September~~June 30, ~~2021,~~2022, the Company had ~~$185.6~~$149.8 million of assets classified as Special Mention, ~~$72.2~~$42.3 million classified as Substandard, $0 classified as Doubtful and $0 classified as Loss as compared to ~~$251.9~~$176.6 million, ~~$34.2~~$57.9 million, $0 and $0, respectively, at December 31, ~~2020.~~2021.

Allowance estimates are developed by management after taking into account actual loss experience adjusted for current economic conditions and a reasonably supportable forecast period. The Company has ~~regular~~annual discussions regarding this methodology with regulatory authorities. Allowance estimates are considered a prudent measurement of the risk in the Company’s loan portfolio based upon loan segment. In accordance with CECL accounting guidance, the allowance is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. For a more thorough discussion of the allowance for credit losses methodology see the Critical Accounting Policies section of this Item 2.

The allowance for credit losses ~~increased 19.0%, or $11.6 million,~~decreased $250,000, from ~~$61.4~~$67.8 million at December 31, ~~2020~~2021 to ~~$73.0~~$67.5 million at ~~September~~June 30, ~~2021. The increase included a $9.1 million adjustment on January 1, 2021 related to the day one CECL adoption.~~2022. Most of the Company’s recent loan growth has been concentrated in the commercial loan portfolio, which can result in overall asset quality being influenced by a small number of credits. Management has historically considered growth and portfolio composition when determining credit loss allocations.

Prior to the pandemic, economic conditions in the Company’s markets were stable. During the past 18 months some industries have performed well during the pandemic, while others have not. The Company is monitoring industries and borrowers impacted by the pandemic as discussed. Watch list loans were $27.6 million lower at $258.5 million as of September 30, 2021 compared to $286.1 million at December 31, 2020. Watch list loans represent 6.10% of total loans at September 30, 2021 compared to 6.15% at December 31, 2020. Watch list loans excluding PPP loans, were 6.23% of total loans at

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September 30, 2021 compared to 6.75% at December 31, 2020. This reflects a more comparable ratio to prior periods, as PPP loans are fully guaranteed by the SBA and have not been allocated for within the allowance for credit losses calculation. The Company’s continued growth strategy promotes diversification among industries as well as continued focus on the enforcement of a disciplined credit culture and a conservative position in loan work-out situations.

As of September 30, 2021, total deferrals attributed to COVID-19 were $22.3 million, representing two commercial loan borrowers and a consumer loan. This represented 0.5% of the total loan portfolio and 0.6% of commercial loans.

~~A summary of loan deferrals attributed to COVID-19, by loan segment, as of September 30, 2021 is as follows:~~

(dollars in thousands) Borrowers Balance
CRE - Nonowner Occupied 1 33.4 % $ 14,347 64.3 %
CRE - Owner Occupied 1 33.3 7,954 35.6
Installment - other consumer 1 33.3 12 0.1
Total 3 100.0 % $ 22,313 100.0 %

As of September 30, 2021, one borrower with loans outstanding of $8.0 million was in their second deferral period. Additionally, one borrower with aggregate loans outstanding of $14.3 million was in their third deferral period. This borrower was removed from the deferral listing in October 2021. All COVID-19 related loan deferrals remain on accrual status, as each deferral is evaluated individually, and management has determined that all contractual cash flows are collectable at this time.

Sources of Funds

The average daily deposits and borrowings together with average rates paid on those deposits and borrowings for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 are summarized in the following table:


		Nine months ended September 30,									Six months ended June 30,
		2021				2020					2022				2021
(dollars in thousands)	(dollars in thousands)	Balance		Rate		Balance		Rate		(dollars in thousands)	Balance		Rate		Balance		Rate
Noninterest bearing demand deposits	Noninterest bearing demand deposits	$	1,627,522	0.00	%	$	1,252,112	0.00	%	Noninterest bearing demand deposits	$	1,895,333	0.00	%	$	1,600,052	0.00	%
Savings and transaction accounts:	Savings and transaction accounts:									Savings and transaction accounts:
Savings deposits	Savings deposits	353,058		0.08		260,668		0.08		Savings deposits	416,755		0.08		344,859		0.08
Interest bearing demand deposits	Interest bearing demand deposits	2,334,480		0.28		1,796,270		0.57		Interest bearing demand deposits	2,676,528		0.43		2,306,026		0.28
Time deposits:	Time deposits:									Time deposits:			.
Deposits of $100,000 or more	Deposits of $100,000 or more	741,815		0.87		969,362		1.78		Deposits of $100,000 or more	617,824		0.49		767,324		0.94
Other time deposits	Other time deposits	223,486		0.99		268,485		1.78		Other time deposits	193,873		0.68		229,617		1.05
Total deposits	Total deposits	$	5,280,361	0.29	%	$	4,546,897	0.71	%	Total deposits	$	5,800,313	0.28	%	$	5,247,878	0.31	%
FHLB advances and other borrowings	FHLB advances and other borrowings	75,500		0.41		98,489		0.85		FHLB advances and other borrowings	64,654		0.40		75,754		0.41
Total funding sources	Total funding sources	$	5,355,861	0.29	%	$	4,645,386	0.72	%	Total funding sources	$	5,864,967	0.28	%	$	5,323,632	0.31	%

Deposits and Borrowings

As of ~~September~~June 30, ~~2021,~~2022, total deposits ~~increased~~decreased by ~~$377.8~~$113.8 million, or ~~7.5%~~2.0%, from December 31, ~~2020.~~2021. Core deposits ~~increased~~decreased by ~~$381.8~~$113.8 million to ~~$5.404~~$5.612 billion as of ~~September~~June 30, ~~2021~~2022 from ~~$5.022~~$5.725 billion as of December 31, ~~2020.~~2021. Total brokered deposits were ~~$11.0~~$10.0 million at ~~September~~June 30, ~~2021~~2022 compared to ~~$15.0~~$10.0 million at December 31, ~~2020~~2021 reflecting a ~~$4.0 million decrease~~$5,000 increase during the first ~~nine~~six months of 2021. PPP loan proceeds to borrowers and government stimulus to consumers impacted the increase in deposits during 2021 as loan proceeds and stimulus payments were deposited into customer checking and savings accounts at the Bank.2022.

Since December 31, ~~2020,~~2021, the change in core deposits was comprised of increases in ~~commercial deposits of $203.3 million, retail deposits of $51.4 million and~~ public funds deposits of ~~$127.1~~$173.5 million, and decreases of commercial deposits of $169.9 million, and retail deposits of $117.5 million. Total public

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funds deposits, including public funds transaction accounts, were ~~$1.290~~$1.458 billion at ~~September~~June 30, ~~2021~~2022 and ~~$1.162~~$1.285 billion at December 31, ~~2020.~~

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2021.

The following table summarizes deposit composition at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


(dollars in thousands)	June 30, 2022		December 31, 2021		Current Period Change
Retail	$	2,061,051	$	2,178,534	$	(117,483)
Commercial	2,092,346		2,262,229		(169,883)
Public funds	1,458,179		1,284,641		173,538
Core deposits	$	5,611,576	$	5,725,404	$	(113,828)
Brokered deposits	10,008		10,003		5
Total deposits	$	5,621,584	$	5,735,407	$	(113,823)

(dollars in thousands) September 30,
2021 December 31,
2020 Current
Period
Change
Retail $ 1,970,447 $ 1,919,040 $ 51,407
Commercial 2,143,576 1,940,306 203,270��
Public funds 1,289,603 1,162,457 127,146
Core deposits $ 5,403,626 $ 5,021,803 $ 381,823
Brokered deposits 11,012 15,002 (3,990)
Total deposits $ 5,414,638 $ 5,036,805 $ 377,833

~~Total borrowings decreased by $10.5~~During the three months ended June 30, 2022, the Company repaid a $75.0 million ~~or 12.3%, from December 31, 2020, due to repayment of~~putable advance with the ~~Company’s holding company line of credit.~~FHLB. The Company utilizes wholesale funding, including brokered deposits and Federal Home Loan Bank advances, to supplement funding of assets, which is primarily used for loan and investment securities growth. Management anticipates that the Company’s deposit balances may fluctuate more than usual during the remainder of 2021 due to the impact of PPP loan originations, which are made to PPP loan recipient deposit accounts. The timing and use of these funds in addition to draws on unfunded commitments could impact our need to borrow throughout the year.

Capital

As of ~~September~~June 30, ~~2021,~~2022, total stockholders’ equity was ~~$683.2~~$562.1 million, ~~an increase~~a decrease of ~~$26.0~~$142.8 million, or ~~4.0%~~20.3%, from ~~$657.2~~$704.9 million at December 31, ~~2020.~~2021. Net income of ~~$71.5~~$49.3 million increased equity. Offsetting the increase to stockholders’ equity was ~~dividends declared and paid in the amount of $26.0 million,~~ a decrease of ~~$16.8~~$174.6 million in accumulated other comprehensive income (loss), which was primarily driven by a net decrease in the fair value of available-for-sale ~~securities,~~securities. Dividends declared and paid of $0.80 per share, or $20.4 million, also contributed the ~~day one CECL adjustment, net of taxes, of $7.0 million.~~decrease to total stockholders equity.

The impact on equity for other comprehensive income (loss) is not included in regulatory capital. The banking regulators have established guidelines for leverage capital requirements, expressed in terms of Tier 1, or core capital, as a percentage of average assets, to measure the soundness of a financial institution. In addition, banking regulators have established risk-based capital guidelines for U.S. banking organizations. As of ~~September~~June 30, ~~2021,~~2022, the Company's capital levels remained characterized as “well-capitalized”.

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The actual capital amounts and ratios of the Company and the Bank as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, are presented in the table below. Capital ratios for ~~September~~June 30, ~~2021~~2022 are preliminary until the Call Report and FR Y-9C are filed.

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 Regulations
(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio Amount Ratio
As of September 30, 2021:
Total Capital (to Risk Weighted Assets)
Consolidated $ 726,278 15.44 % $ 376,342 8.00 % $ 493,949 N/A N/A N/A
Bank $ 708,540 15.10 % $ 375,365 8.00 % $ 492,667 10.50 % $ 469,207 10.00 %
Tier I Capital (to Risk Weighted Assets)
Consolidated $ 667,210 14.18 % $ 282,257 6.00 % $ 399,864 N/A N/A N/A
Bank $ 649,622 13.85 % $ 281,524 6.00 % $ 398,826 8.50 % $ 375,365 8.00 %
Common Equity Tier 1 (CET1)
Consolidated $ 667,210 14.18 % $ 211,693 4.50 % $ 329,300 N/A N/A N/A
Bank $ 649,622 13.85 % $ 211,143 4.50 % $ 328,445 7.00 % $ 304,984 6.50 %
Tier I Capital (to Average Assets)
Consolidated $ 667,210 10.91 % $ 244,665 4.00 % $ 244,665 N/A N/A N/A
Bank $ 649,622 10.65 % $ 244,063 4.00 % $ 244,063 4.00 % $ 305,079 5.00 %
As of December 31, 2020:
Total Capital (to Risk Weighted Assets)
Consolidated $ 682,778 14.65 % $ 372,921 8.00 % $ 489,459 N/A N/A N/A
Bank $ 678,034 14.56 % $ 372,560 8.00 % $ 488,985 10.50 % $ 465,700 10.00 %
Tier I Capital (to Risk Weighted Assets)
Consolidated $ 624,381 13.39 % $ 279,691 6.00 % $ 396,229 N/A N/A N/A
Bank $ 619,693 13.31 % $ 279,420 6.00 % $ 395,845 8.50 % $ 372,560 8.00 %
Common Equity Tier 1 (CET1)
Consolidated $ 624,381 13.39 % $ 209,768 4.50 % $ 326,306 N/A N/A N/A
Bank $ 619,693 13.31 % $ 209,565 4.50 % $ 325,990 7.00 % $ 302,705 6.50 %
Tier I Capital (to Average Assets)
Consolidated $ 624,381 10.93 % $ 228,406 4.00 % $ 228,406 N/A N/A N/A
Bank $ 619,693 10.88 % $ 227,900 4.00 % $ 227,900 4.00 % $ 284,875 5.00 %


	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 Regulations
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
As of June 30, 2022:
Total Capital (to Risk Weighted Assets)
Consolidated	$	780,031	15.15	%	$	411,935	8.00	%	$	540,664	N/A		N/A		N/A
Bank	$	759,555	14.88	%	$	408,286	8.00	%	$	535,876	10.50	%	$	510,358	10.00	%
Tier I Capital (to Risk Weighted Assets)
Consolidated	$	715,537	13.90	%	$	308,951	6.00	%	$	437,680	N/A		N/A		N/A
Bank	$	695,625	13.63	%	$	306,215	6.00	%	$	433,804	8.50	%	$	408,286	8.00	%
Common Equity Tier 1 (CET1)
Consolidated	$	715,537	13.90	%	$	231,713	4.50	%	$	360,443	N/A		N/A		N/A
Bank	$	695,625	13.63	%	$	229,661	4.50	%	$	357,251	7.00	%	$	331,733	6.50	%
Tier I Capital (to Average Assets)
Consolidated	$	715,537	10.83	%	$	264,382	4.00	%	$	264,382	N/A		N/A		N/A
Bank	$	695,625	10.58	%	$	263,088	4.00	%	$	263,088	4.00	%	$	328,860	5.00	%

As of December 31, 2021:
Total Capital (to Risk Weighted Assets)
Consolidated	$	744,421	15.35	%	$	388,020	8.00	%	$	509,276	N/A		N/A		N/A
Bank	$	726,091	15.01	%	$	387,118	8.00	%	$	508,093	10.50	%	$	483,898	10.00	%
Tier I Capital (to Risk Weighted Assets)
Consolidated	$	683,754	14.10	%	$	291,015	6.00	%	$	412,271	N/A		N/A		N/A
Bank	$	665,424	13.75	%	$	290,339	6.00	%	$	411,313	8.50	%	$	387,118	8.00	%
Common Equity Tier 1 (CET1)
Consolidated	$	683,754	14.10	%	$	218,261	4.50	%	$	339,518	N/A		N/A		N/A
Bank	$	665,424	13.75	%	$	217,754	4.50	%	$	338,729	7.00	%	$	314,534	6.50	%
Tier I Capital (to Average Assets)
Consolidated	$	683,754	10.73	%	$	254,898	4.00	%	$	254,898	N/A		N/A		N/A
Bank	$	665,424	10.46	%	$	254,425	4.00	%	$	254,425	4.00	%	$	318,030	5.00	%

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FORWARD-LOOKING STATEMENTS

This document (including information incorporated by reference) contains, and future oral and written statements of the Company and its management may contain, forward-looking statements, within the meaning of such term in the federal securities law. Forward-looking statements are not historical facts and are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “project,” “possible,” “continue,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain and, accordingly, the reader is cautioned not to place undue reliance on any forward-looking statement made by the Company. Actual results could differ materially from those addressed in the forward-looking statements as a result of numerous factors, including, without limitation:

•the effects of future economic, business and market conditions and changes, ~~both domestic~~including prevailing interest rates, the rate of inflation and ~~foreign;~~

•the effects of the COVID-19 ~~pandemic, including its effects on our customers, local economic conditions, our operations~~pandemic;

•governmental monetary and ~~vendors,~~fiscal policies and the ~~responses of federal, state and local governmental authorities;~~impact the current economic environment will have on these;

•the risks of changes in interest rates on the levels, composition and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities and other interest sensitive assets and liabilities;

•changes in borrowers’ credit risks and payment behaviors;

•~~the timing and scope of any legislative and regulatory changes, including changes in tax and banking laws and regulations and their application by our regulators;~~

•the failure of assumptions and estimates used in our reviews of our loan portfolio, underlying the establishment of reserves for possible credit losses, our analysis of our capital position and other estimates;

•changes in the prices, values and sales volumes of residential and commercial real estate;

•the effects of disruption and volatility in capital markets on the value of our investment portfolio;

•the risk of labor availability, trade policy and tariffs, as well as supply chain constraints could impact loan demand from the manufacturing sector;

•changes in the scope and cost of FDIC insurance, the state of Indiana’s Public Deposit Insurance Fund and other coverages;

•~~the effects of disruption and volatility in capital markets on the value of our investment portfolio;~~

•changes in the availability and cost of credit and capital in the financial markets;

•~~The~~the anticipated phase out of most LIBOR tenors by mid-2023 and establishment of a new reference ~~rate;~~rate or rates;

•the effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services;

•the timing and scope of any legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators;

•risk of cyber-security attacks that could result in damage to the Company's or third-party service providers' networks or data of the Company;

•changes in technology or products that may be more difficult or costly, or less effective than anticipated;

•the effects of any employee or customer fraud;

•the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions;

•~~governmental monetary, tax and fiscal policies and the impact the most recent election will have on these;~~

•changes in accounting policies, rules and ~~practices, including as a result of adopting CECL on January 1, 2021;~~

•~~changes in technology or products that may be more difficult or costly, or less effective than anticipated, including in connection with our Lake City Bank Digital platform;~~

•~~cyber-security risks and or cyber-security damage that could result from attacks on the Company’s or third-party service providers networks or data of the Company;~~

•~~the effects of any employee or customer fraud;~~

•~~the risk of trade policy and tariffs could impact loan demand from the manufacturing sector;~~practices;

•the effects of war or other conflicts, acts of terrorism or other catastrophic events, including storms, droughts, tornados and flooding, that may affect general economic conditions, including agricultural production and demand and prices for agricultural goods and land used for agricultural purposes, generally and in our markets; and

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•the risks noted in the Risk Factors discussed under Item 1A of Part 1 of our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, as well as other risks and uncertainties set forth from time to time in the Company’s other filings with the SEC.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk represents the Company’s primary market risk exposure. The Company does not have a material exposure to foreign currency exchange risk, does not have any material amount of derivative financial instruments and does not maintain a trading portfolio. The Corporate Risk Committee of the Board of Directors annually reviews and approves the policy used to manage interest rate risk. The policy was last reviewed and approved in July ~~2021.~~2022. The policy sets guidelines for balance sheet structure, which are designed to protect the Company from the impact that interest rate changes could have on net income but do not necessarily indicate the effect on future net interest income. The Company, through the Bank's Asset and Liability Committee, manages interest rate risk by monitoring the computer simulated earnings impact of various rate scenarios and general market conditions. The Company then modifies its long-term risk parameters by attempting to generate the types of loans, investments, and deposits that currently fit the Company’s needs, as determined by the Asset and Liability Committee. This computer simulation analysis measures the net interest income impact of various interest rate scenario changes during the next twelve months. The Company continually evaluates the assumptions used in the model. The current balance sheet structure is considered to be within acceptable risk levels.

Interest rate scenarios for the base, falling 100 basis points, falling 50 basis points, falling 25 basis points, rising 25 basis points, rising 50 basis points, rising 100 basis points, rising 200 basis points and rising 300 basis points are listed below based upon the Company’s rate sensitive assets and liabilities at ~~September~~June 30, ~~2021.~~2022. The net interest income shown represents cumulative net interest income over a twelve-month time horizon. Balance sheet assumptions used for the base scenario are the same for the rising and falling simulations.

The base scenario is an annual calculation that is highly dependent on numerous assumptions embedded in the model. While the base sensitivity analysis incorporates management’s best estimate of interest rate and balance sheet dynamics under various market rate movements, the actual behavior and resulting earnings impact will likely differ from that projected. For certain assets, the base simulation model captures the expected prepayment behavior under changing interest rate environments. Assumptions and methodologies regarding the interest rate or balance behavior of indeterminate maturity core deposit products, such as savings, money market, NOW and demand deposits reflect management’s best estimate of expected future behavior.


(dollars in thousands)	(dollars in thousands)	Base		Falling (25 Basis Points)			Rising (25 Basis Points)			Rising (50 Basis Points)			Rising (100 Basis Points)			Rising (200 Basis Points)			Rising (300 Basis Points)			(dollars in thousands)	Base		Falling (100 Basis Points)			Falling (50 Basis Points)			Falling (25 Basis Points)			Rising (25 Basis Points)			Rising (50 Basis Points)			Rising (100 Basis Points)			Rising (200 Basis Points)			Rising (300 Basis Points)
Net interest income	Net interest income	$	171,170	$	168,237		$	173,749		$	176,433		$	181,938		$	193,754		$	205,556		Net interest income	$	214,633	$	200,921		$	208,102		$	211,682		$	216,600		$	218,562		$	222,418		$	230,036		$	237,695
Variance from Base	Variance from Base			$	(2,933)		$	2,579		$	5,263		$	10,768		$	22,584		$	34,386		Variance from Base			$	(13,712)		$	(6,531)		$	(2,951)		$	1,967		$	3,929		$	7,785		$	15,403		$	23,062
Percent of change from Base	Percent of change from Base			(1.71)		%	1.51		%	3.07		%	6.29		%	13.19		%	20.09		%	Percent of change from Base			(6.39)		%	(3.04)		%	(1.37)		%	0.92		%	1.83		%	3.63		%	7.18		%	10.74		%

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ITEM 4 – CONTROLS AND PROCEDURES

As required by Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934, management has evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of ~~September~~June 30, ~~2021.~~2022. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

During the quarter ended ~~September~~June 30, ~~2021,~~2022, there were no changes to the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect its internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings to which the Company or its subsidiaries is a party other than ordinary routine litigation incidental to their respective businesses.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A. of Part I of the Company’s Form 10-K for the year ended December 31, ~~2020.~~2021. Please refer to that section of the Company’s Form 10-K for disclosures regarding the risks and uncertainties related to the Company’s business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

ISSUER PURCHASES OF EQUITY SECURITIES

On April 13, 2021, the Company's board of directors reauthorized and extended a share repurchase program through April 30, 2023, under which the Company is authorized to repurchase, from time to time as the Company deems appropriate, shares of the Company's common stock with an aggregate purchase price of up to $30 million. Repurchases may be made in the open market, through block trades or otherwise, and in privately negotiated transactions. The repurchase program does not obligate the Company to repurchase any dollar amount or number of shares, and the program may be extended, modified, suspended or discontinued at any time. There were no repurchases under this plan during the three months ended ~~September~~June 30, ~~2021.~~2022.

The following table provides information as of ~~September~~June 30, ~~2021~~2022 with respect to shares of common stock repurchased by the Company during the quarter then ended:

Period Total Number of
Shares Purchased Average Price
Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Appropriate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1-31 0 $ 0 0 $ 19,998,273
August 1-31 3,383 63.47 0 19,998,273
September 1-30 0 0 0 19,998,273
Total 3,383 $ 63.47 0 $ 19,998,273


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Appropriate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 - 30	0	$	0	0	$	19,998,273
May 1 - 31	987	73.75		0	19,998,273
June 1 - 30	0	0		0	19,998,273
Total	987	$	73.75	0	$	19,998,273

(a)The shares purchased during ~~August~~May were credited to the deferred share accounts of non-employee directors under the Company’s directors’ deferred compensation plan. These shares are held in treasury stock of the Company and were purchased in the ordinary course of business and consistent with past practice.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None

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Item 6. Exhibits


~~10.1~~			~~Lakeland Financial Corporation Amended and Restated 2017 Equity Incentive Plan~~
31.1			Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
31.2			Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
32.1			Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101			Interactive Data File
			Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020;~~2021; (ii) Consolidated Statements of Income for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~September~~June 30, ~~2020;~~2021; (iii) Consolidated Statements of Comprehensive Income (Loss) for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~September~~June 30, ~~2020;~~2021; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~September~~June 30, ~~2020;~~2021; (v) Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~September~~June 30, ~~2020;~~2021; and (vi) Notes to Unaudited Consolidated Financial Statements.
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

5952

Table of Contents

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.

LAKELAND FINANCIAL CORPORATION

(Registrant)


Date: ~~October 27, 2021~~August 3, 2022			/s/ David M. Findlay
			David M. Findlay – President and
			Chief Executive Officer

Date: ~~October 27, 2021~~August 3, 2022			/s/ Lisa M. O’Neill
			Lisa M. O’Neill – Executive Vice President and
			Chief Financial Officer
			(principal financial officer)

Date: ~~October 27, 2021~~August 3, 2022			/s/ Brok A. Lahrman
			Brok A. Lahrman – Senior Vice President and Chief Accounting Officer
			(principal accounting officer)

6053


	Nine Months Ended
	Common Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
	Shares	Stock

Balance at January 1, 2020	25,444,275	$	114,858	$	475,247	$	12,059	$	(4,153)	$	598,011	$	89	$	598,100
Comprehensive income:
Net income				59,745						59,745				59,745
Other comprehensive income, net of tax						13,165				13,165				13,165
Cash dividends declared and paid, $0.90 per share				(22,951)						(22,951)				(22,951)
Treasury shares purchased under share repurchase plan	(289,101)	0						(10,012)		(10,012)				(10,012)
Treasury shares purchased under deferred directors' plan	(10,450)	480						(480)		0				0
Treasury shares sold and distributed under deferred directors' plan	5,748	(119)						119		0				0
Stock activity under equity compensation plans	85,899	(2,030)								(2,030)				(2,030)
Stock based compensation expense		822								822				822
Balance at September 30, 2020	25,236,371	$	114,011	$	512,041	$	25,224	$	(14,526)	$	636,750	$	89	$	636,839

Balance at January 1, 2021	25,239,748	$	114,927	$	529,005	$	27,744	$	(14,581)	$	657,095	$	89	$	657,184
Adoption of ASU 2016-13				(6,951)						(6,951)				(6,951)
Comprehensive income:
Net income				71,450						71,450				71,450
Other comprehensive loss, net of tax						(16,812)				(16,812)				(16,812)
Cash dividends declared and paid, $1.02 per share				(25,986)						(25,986)				(25,986)
Treasury shares purchased under deferred directors' plan	(7,959)	496						(496)		0				0
Treasury shares sold and distributed under deferred directors' plan	5,664	(115)						115		0				0
Stock activity under equity compensation plans	61,725	(1,818)								(1,818)				(1,818)
Stock based compensation expense		6,135								6,135				6,135
Balance at September 30, 2021	25,299,178	$	119,625	$	567,518	$	10,932	$	(14,962)	$	683,113	$	89	$	683,202


	January 1, 2021
(dollars in thousands)	As Reported Under ASC 326		Pre-ASC 326 Adoption		Impact of ASC 326 Adoption
Loans
Commercial and industrial loans	$	32,645	$	28,333	$	4,312
Commercial real estate and multi-family residential loans	27,223		22,907		4,316
Agri-business and agricultural loans	4,103		3,043		1,060
Other commercial loans	1,357		416		941
Consumer 1-4 family loans	3,572		2,619		953
Other consumer loans	1,300		951		349
Unallocated	258		3,139		(2,881)
Allowance for credit losses	$	70,458	$	61,408	$	9,050


						Modified Repayment Terms
(dollars in thousands)	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Extension Period or Range (in months)
Troubled Debt Restructurings
Commercial and industrial loans:
Working capital lines of credit loans	1	$	250	$	315	1	0
Non-working capital lines of credit loans	2	4,288		3,691		2	0
Commercial real estate and multi-family residential loans:
Owner occupied loans	1	1,528		1,527		1	0
Total	4	$	6,066	$	5,533	4	0


(dollars in thousands)	Commercial and Industrial		Commercial Real Estate and Multfamily Residential		Agri-business and Agricultural		Other Commercial		Consumer 1-4 Family Mortgage		Other Consumer		Unallocated		Total
Three Months Ended September 30, 2020
Beginning balance, July 1	$	26,744	$	21,063	$	3,408	$	542	$	3,434	$	774	$	3,054	$	59,019
Provision for credit losses	1,574		175		(314)		30		(50)		237		98		1,750
Loans charged-off	(6)		0		0		0		(70)		(229)		0		(305)
Recoveries	51		177		3		0		4		48		0		283
Net loans charged-off	45		177		3		0		(66)		(181)		0		(22)
Ending balance	$	28,363	$	21,415	$	3,097	$	572	$	3,318	$	830	$	3,152	$	60,747


(dollars in thousands)	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated
With no related allowance recorded:
Commercial and industrial loans:
Working capital lines of credit loans	$	346	$	173	$	0
Non-working capital loans	2,399		968		0
Commercial real estate and multi-family residential loans:
Owner occupied loans	3,002		2,930		0
Agri-business and agricultural loans:
Loans secured by farmland	603		283		0
Consumer 1‑4 family loans:
Closed end first mortgage loans	316		236		0
Open end and junior lien loans	5		5		0
With an allowance recorded:
Commercial and industrial loans:
Working capital lines of credit loans	433		433		255
Non-working capital loans	11,644		10,959		6,055
Commercial real estate and multi-family residential loans:
Owner occupied loans	2,589		2,588		1,377
Agri-business and agricultural loans:
Loans secured by farmland	145		145		84
Consumer 1‑4 family mortgage loans:
Closed end first mortgage loans	1,457		1,459		270
Total	$	22,939	$	20,179	$	8,041


(dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Income Recognized
With no related allowance recorded:
Commercial and industrial loans:
Working capital lines of credit loans	$	174	$	0	$	0
Non-working capital loans	995		5		5
Commercial real estate and multi-family residential loans:
Owner occupied loans	2,054		4		4
Agri-business and agricultural loans:
Loans secured by farmland	283		0		0
Consumer 1‑4 family loans:
Closed end first mortgage loans	274		0		0
Open end and junior lien loans	54		0		0
Residential construction loans	8		0		0
With an allowance recorded:
Commercial and industrial loans:
Working capital lines of credit loans	1,546		0		0
Non-working capital loans	11,970		63		63
Commercial real estate and multi-family residential loans:
Owner occupied loans	3,994		0		0
Agri-business and agricultural loans:
Loans secured by farmland	146		0		0
Consumer 1‑4 family mortgage loans:
Closed end first mortgage loans	1,520		9		9
Open end and junior lien loans	648		0		0
Residential construction loans	35		0		0
Total	$	23,701	$	81	$	81


(dollars in thousands)	Loans Not Past Due		30‑89 Days Past Due		Greater than 90 Days Past Due		Nonaccrual		Total Past Due and Nonaccrual		Total
Commercial and industrial loans:
Working capital lines of credit loans	$	625,493	$	0	$	0	$	606	$	606	$	626,099
Non-working capital loans	1,153,540		0		0		5,287		5,287		1,158,827
Commercial real estate and multi-family residential loans:
Construction and land development loans	361,664		0		0		0		0		361,664
Owner occupied loans	642,527		0		0		5,047		5,047		647,574
Nonowner occupied loans	579,050		0		0		0		0		579,050
Multifamily loans	304,284		0		0		0		0		304,284
Agri-business and agricultural loans:
Loans secured by farmland	194,935		0		0		428		428		195,363
Loans for agricultural production	234,191		108		0		0		108		234,299
Other commercial loans	93,912		0		0		0		0		93,912
Consumer 1‑4 family mortgage loans:
Closed end first mortgage loans	165,895		877		116		613		1,606		167,501
Open end and junior lien loans	165,094		137		0		5		142		165,236
Residential construction loans	11,962		0		0		0		0		11,962
Other consumer loans	103,240		145		0		0		145		103,385
Total	$	4,635,787	$	1,267	$	116	$	11,986	$	13,369	$	4,649,156


(dollars in thousands)	Pass		Special Mention		Substandard		Doubtful		Not Rated		Total
Commercial and industrial loans:
Working capital lines of credit loans	$	535,071	$	81,095	$	9,718	$	0	$	215	$	626,099
Non-working capital loans	1,111,989		26,523		14,820		0		5,495		1,158,827
Commercial real estate and multi-family residential loans:
Construction and land development loans	361,664		0		0		0		0		361,664
Owner occupied loans	608,845		31,355		7,374		0		0		647,574
Nonowner occupied loans	547,790		31,260		0		0		0		579,050
Multi-family loans	282,031		22,253		0		0		0		304,284
Agri-business and agricultural loans:
Loans secured by farmland	183,983		10,728		652		0		0		195,363
Loans for agricultural production	185,875		48,424		0		0		0		234,299
Other commercial loans	93,912		0		0		0		0		93,912
Consumer 1‑4 family mortgage loans:
Closed end first mortgage loans	40,682		0		1,695		0		125,124		167,501
Open end and junior lien loans	8,424		0		5		0		156,807		165,236
Residential construction loans	0		0		0		0		11,962		11,962
Other consumer loans	36,979		253		0		0		66,153		103,385
Total	$	3,997,245	$	251,891	$	34,264	$	0	$	365,756	$	4,649,156


	September 30, 2021
	Originated			Forgiven			Outstanding (1)
	Number	Amount		Number	Amount		Number	Amount

PPP Round 1	2,409	$	570,500	2,368	$	538,910	54	$	15,522
PPP Round 2	1,192	165,142		822	86,009		370	76,375
Total	3,601	$	735,642	3,190	$	624,919	424	$	91,897


(dollars in thousands)	Borrowers			Balance
CRE - Nonowner Occupied	1	33.4	%	$	14,347	64.3	%
CRE - Owner Occupied	1	33.3		7,954		35.6
Installment - other consumer	1	33.3		12		0.1
Total	3	100.0	%	$	22,313	100.0	%