·●

the risk of changes in technology and customer preferences;

·●

the impact of any material failure or breach in our infrastructure or the infrastructure of third parties on which we rely as a result of cyber-attacks;

·●

the impact of interest rate changes on our net interest income;

·●

the adverse effects of events such as outbreaks of contagious disease, war or terrorist activities, or essential utility outages, including deterioration in the global economy, instability in credit markets and disruptions in our customers’ supply chains and transportation;

·●

other economic, competitive, governmental, regulatory, technological, and geopolitical factors affecting our operations, pricing, and services; and

·●

each of the factors and risks under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A, Risk Factors, in ~~this~~our Form ~~10-Q~~10-Qs and in subsequent filings we make with the SEC.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. You should not put undue reliance on any forward-looking statements. These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not undertake any obligation to update any forward-looking statements after the date of this report, except as required by law.

Table of Contents

PART I

Item 1. Financial Statements

~~Item 1.~~

~~Financial Statements~~

Howard Bancorp, Inc. and Subsidiary

Consolidated Balance Sheets

Unaudited


June 30,

December 31,
(in thousands, except share data)

2020

2019
ASSETS




Cash and due from banks

$
12,652

$
12,992
Interest-bearing deposits with banks

46,418

96,985
Total cash and cash equivalents

59,070

109,977
Securities available for sale, at fair value

276,889

215,505
Securities held to maturity, at amortized cost

7,250

7,750
Nonmarketable equity securities

12,592

14,152
Loans held for sale, at fair value

—

30,710
Loans and leases, net of unearned income

1,898,630

1,745,513
Allowance for credit losses

(16,356)

(10,401)
Net loans and leases

1,882,274

1,735,112
Bank premises and equipment, net

42,434

42,724
Goodwill

31,449

65,949
Core deposit intangible

7,090

8,469
Bank owned life insurance

76,716

75,830
Other real estate owned

2,137

3,098
Deferred tax assets, net

35,034

36,010
Interest receivable and other assets

30,515

29,333
Total assets

$
2,463,450

$
2,374,619
LIABILITIES

Noninterest-bearing deposits

$
671,598

$
468,975
Interest-bearing deposits

1,159,076

1,245,390
Total deposits

1,830,674

1,714,365
FHLB advances

246,000

285,000
Customer repurchase agreements and other borrowings

37,834

6,127
Subordinated debt

28,339

28,241
Total borrowings

312,173

319,368
Accrued expenses and other liabilities

37,322

26,738
Total liabilities

2,180,169

2,060,471
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

Common stock - par value of $0.01 authorized 20,000,000 shares; issued and outstanding 18,715,678 shares at June 30, 2020 and 19,066,913 at December 31, 2019

187

191
Capital surplus

270,056

276,156
Retained earnings

9,092

35,158
Accumulated other comprehensive income

3,946

2,643
Total stockholders’ equity

283,281

314,148
Total liabilities and stockholders’ equity

$
2,463,450

$
2,374,619

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

Table of Contents

Consolidated Statements of Operations

Unaudited

For the six months ended

For the three months ended

June 30,

June 30,
(in thousands, except per share data)

2020

2019

2020

2019
INTEREST INCOME








Interest and fees on loans and leases

$
39,697

$
41,697

$
19,553

$
21,131
Interest and dividends on securities

3,749

3,596

1,901

1,740
Other interest income

254

636

20

274
Total interest income

43,700

45,929

21,474

23,145
INTEREST EXPENSE

Deposits

5,593

7,568

2,383

4,004
FHLB advances

1,532

2,549

506

1,295
Customer repurchase agreements and other borrowings

17

26

13

13
Subordinated debt

913

958

452

479
Total interest expense

8,055

11,101

3,354

5,791
NET INTEREST INCOME

35,645

34,828

18,120

17,354
Provision for credit losses

6,445

2,835

3,000

1,110
Net interest income after provision for credit losses

29,200

31,993

15,120

16,244
NONINTEREST INCOME

Service charges on deposit accounts

1,075

1,311

432

684
Realized and unrealized gains on mortgage banking activity

1,036

3,793

—

2,308
Gain on the sale of securities

3,044

658

3,044

658
Gain (loss) on the disposal of bank premises & equipment

6

(83)

6

(83)
Income from bank owned life insurance

886

907

441

460
Loan related fees and service charges

755

2,038

175

995
Other operating income

1,323

1,752

661

819
Total noninterest income

8,125

10,376

4,759

5,841
NONINTEREST EXPENSE

Compensation and benefits

14,700

16,306

6,259

8,272
Occupancy and equipment

2,275

6,754

1,242

5,183
Marketing and business development

903

941

453

484
Professional fees

1,360

1,503

634

718
Data processing fees

1,776

2,525

849

1,147
FDIC assessment

499

568

287

281
Other real estate owned

346

131

268

104
Loan production expense

660

1,220

192

700
Amortization of core deposit intangible

1,379

1,551

680

767
Goodwill impairment

34,500

—

34,500

—
Other operating expense

3,789

2,812

2,264

1,798
Total noninterest expense

62,187

34,311

47,628

19,454
(LOSS) INCOME BEFORE INCOME TAXES

(24,862)

8,058

(27,749)

2,631
Income tax expense

1,204

1,714

1,660

543
NET (LOSS) INCOME

$
(26,066)

$
6,344

$
(29,409)

$
2,088
NET (LOSS) INCOME PER COMMON SHARE

Basic

$
(1.39)

$
0.33

$
(1.57)

$
0.11
Diluted

$
(1.39)

$
0.33

$
(1.57)

$
0.11
Unaudited
March 31, December 31,
(in thousands, except share data) 2020 2019
ASSETS
Cash and due from banks $ 15,951 $ 12,992
Interest-bearing deposits with banks 179,999 96,985
Total cash and cash equivalents 195,950 109,977
Securities available for sale, at fair value 275,252 215,505
Securities held to maturity, at amortized cost 7,750 7,750
Nonmarketable equity securities 16,757 14,152
Loans held for sale, at fair value 3,795 30,710
Loans and leases, net of unearned income 1,761,419 1,745,513
Allowance for credit losses (13,384 ) (10,401 )
Net loans and leases 1,748,035 1,735,112
Bank premises and equipment, net 42,543 42,724
Goodwill 65,949 65,949
Core deposit intangible 7,770 8,469
Bank owned life insurance 76,275 75,830
Other real estate owned 2,322 3,098
Deferred tax assets, net 33,529 36,010
Interest receivable and other assets 31,967 29,333
Total assets $ 2,507,894 $ 2,374,619
LIABILITIES
Noninterest-bearing deposits $ 483,499 $ 468,975
Interest-bearing deposits 1,305,400 1,245,390
Total deposits 1,788,899 1,714,365
Customer repurchase agreements and federal funds purchased 5,321 6,127
FHLB advances 344,000 285,000
Subordinated debt 28,290 28,241
Accrued expenses and other liabilities 26,026 26,738
Total liabilities 2,192,536 2,060,471
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock - par value of $0.01 authorized 20,000,000 shares; issued and outstanding 18,714,844 shares at March 31, 2020 and 19,066,913 at December 31, 2019 187 191
Capital surplus 269,918 276,156
Retained earnings 38,501 35,158
Accumulated other comprehensive income 6,752 2,643
Total stockholders’ equity 315,358 314,148
Total liabilities and stockholders’ equity $ 2,507,894 $ 2,374,619

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

2
4

Table of Contents

Consolidated Statements of ~~Operations~~Comprehensive (Loss) Income

Unaudited

For the six months ended

For the three months ended

June 30,

June 30,
(in thousands)

2020

2019

2020

2019
Net (loss) income

$
(26,066)

$
6,344

$
(29,409)

$
2,088
Other comprehensive (loss) income

Investments available-for-sale:

Reclassification adjustment for realized gain

(3,044)

(658)

(3,044)

(658)
Related income tax

838

180

838

180
Unrealized holding gains (losses)

4,841

3,590

(828)

1,790
Related income tax (expense) benefit

(1,332)

(988)

228

(492)
Comprehensive (loss) income

$
(24,763)

$
8,468

$
(32,215)

$
2,908

Unaudited
For the three months ended
March 31,
(in thousands, except per share data) 2020 2019
INTEREST INCOME
Interest and fees on loans and leases $ 20,144 $ 20,566
Interest and dividends on securities 1,848 1,856
Other interest income 234 362
Total interest income 22,226 22,784
INTEREST EXPENSE
Deposits 3,210 3,564
Customer repurchase agreements and federal funds purchased 4 12
FHLB advances 1,026 1,254
Subordinated debt 461 480
Total interest expense 4,701 5,310
NET INTEREST INCOME 17,525 17,474
Provision for credit losses 3,445 1,725
Net interest income after provision for credit losses 14,080 15,749
NONINTEREST INCOME
Service charges on deposit accounts 642 627
Realized and unrealized gains on mortgage banking activity 1,036 1,485
Income from bank owned life insurance 445 447
Loan related fees and service charges 581 1,043
Other operating income 662 933
Total noninterest income 3,366 4,535
NONINTEREST EXPENSE
Compensation and benefits 8,441 8,034
Occupancy and equipment 1,033 1,571
Amortization of core deposit intangible 699 784
Marketing and business development 450 457
Professional fees 726 785
Data processing fees 927 1,378
FDIC assessment 212 287
Other real estate owned 78 27
Loan production expense 468 520
Other operating expense 1,525 1,014
Total noninterest expense 14,559 14,857
INCOME BEFORE INCOME TAXES 2,887 5,427
Income tax (benefit) expense (456 ) 1,171
NET INCOME $ 3,343 $ 4,256
NET INCOME PER COMMON SHARE
Basic $ 0.18 $ 0.22
Diluted $ 0.18 $ 0.22

Table of Contents

Consolidated Statements of Changes in Stockholders’ Equity










Accumulated


other

Unaudited

Number of

Common

Capital

Retained

comprehensive

(dollars in thousands, except share data)

shares

stock

surplus

earnings

(loss) income

Total
Six months ended

Balances at December 31, 2018

19,039,347

$
190

$
275,843

$
18,277

$
373

$
294,683
Net income

—

—

—

6,344

—

6,344
Other comprehensive income

—

—

—

—

2,124

2,124
Director stock awards

4,802

—

62

—

—

62
Exercise of options

12,149

1

104

—

—

105
Employee stock purchase plan

6,782

—

97

—

—

97
Stock-based compensation

—

—

112

—

—

112
Balances at June 30, 2019

19,063,080

$
191

$
276,218

$
24,621

$
2,497

$
303,527

Balances at December 31, 2019

19,066,913

$
191

$
276,156

$
35,158

$
2,643

$
314,148
Net loss

—

—

—

(26,066)

—

(26,066)
Other comprehensive income

—

—

—

—

1,303

1,303
Director stock awards

8,151

—

137

—

—

137
Employee stock purchase plan

12,581

—

195

—

—

195
Repurchased shares

(372,801)

(4)

(6,673)

—

—

(6,677)
Stock-based compensation

834

—

241

—

—

241
Balances at June 30, 2020

18,715,678

$
187

$
270,056

$
9,092

$
3,946

$
283,281

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

3
~~Consolidated Statements of Comprehensive Income~~
Unaudited
For the three months ended
March 31,
(in thousands) 2020 2019
Net Income $ 3,343 $ 4,256
Other comprehensive income
Investments available-for-sale:
Unrealized holding gains 5,669 1,800
Related income tax expense (1,560 ) (496 )
Comprehensive income $ 7,452 $ 5,560
~~Consolidated Statements of Changes in Stockholders’ Equity~~









Accumulated



other

Unaudited

Number of

Common

Capital

Retained

comprehensive

(dollars in thousands, except share data)

shares

stock

surplus

earnings

(loss) income

Total
Three months ended












Balances at March 31, 2019

19,059,485

$
191

$
276,128

$
22,533

$
1,677

$
300,529
Net income

—

—

—

2,088

—

2,088
Other comprehensive income

—

—

—

—

820

820
Exercise of options

3,595

—

28

—

—

28
Stock-based compensation

—

—

62

—

—

62
Balances at June 30, 2019

19,063,080

$
191

$
276,218

$
24,621

$
2,497

$
303,527

Balances at March 31, 2020

18,714,844

$
187

$
269,918

$
38,501

$
6,752

$
315,358
Net loss

—

—

—

(29,409)

—

(29,409)
Other comprehensive loss

—

—

—

—

(2,806)

(2,806)
Stock-based compensation

834

—

138

—

—

138
Balances at June 30, 2020

18,715,678

$
187

$
270,056

$
9,092

$
3,946

$
283,281
Accumulated
other
Unaudited Number of Common Capital Retained comprehensive
(dollars in thousands, except share data) shares stock surplus earnings income Total
Balances at December 31, 2018 19,039,347 $ 190 $ 275,843 $ 18,277 $ 373 $ 294,683
Net income - - - 4,256 - 4,256
Other comprehensive gain - - - - 1,304 1,304
Director stock awards 4,802 - 62 - - 62
Exercise of options 8,554 1 76 - - 77
Employee stock purchase plan 6,782 - 97 - - 97
Stock-based compensation - - 50 - - 50
Balances at March 31, 2019 19,059,485 $ 191 $ 276,128 $ 22,533 $ 1,677 $ 300,529

Balances at December 31, 2019 19,066,913 $ 191 $ 276,156 $ 35,158 $ 2,643 $ 314,148
Net income - - - 3,343 - 3,343
Other comprehensive gain - - - - 4,109 4,109
Director stock awards 8,151 - 137 - - 137
Employee stock purchase plan 12,581 - 195 - - 195
Repurchased shares (372,801 ) (4 ) (6,673 ) - - (6,677 )
Stock-based compensation - - 103 - - 103
Balances at March 31, 2020 18,714,844 $ 187 $ 269,918 $ 38,501 $ 6,752 $ 315,358

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

4
6

Table of Contents

Consolidated Statements of Cash Flows

Unaudited

Six months ended

June 30,
(in thousands)

2020

2019
CASH FLOWS FROM OPERATING ACTIVITIES:




Net (loss) income

$
(26,066)

$
6,344
Adjustments to reconcile net (loss) income to net cash from operating activities:




Provision for credit losses

6,445

2,835
Deferred income tax

481

1,422
Provision for other real estate owned

257

65
Depreciation and amortization

1,108

1,209
Stock-based compensation

378

112
Net accretion of discount on purchased loans

(590)

(925)
Gain on sale of securities

(3,044)

(658)
(Gain) loss on the sale of premises and equipment

(6)

83
Net amortization of intangible asset

1,379

1,551
Goodwill impairment

34,500

—
Loans originated for sale

(79,847)

(259,868)
Proceeds from sale of loans originated for sale

111,593

247,241
Realized and unrealized gains on mortgage banking activity

(1,036)

(3,793)
Loss on sale of other real estate owned, net

28

-
Cash surrender value of BOLI

(886)

(907)
Decrease in interest receivable and other assets

4,046

2,794
(Decrease) increase in accrued expenses and other liabilities

(1,666)

959
Other, net

31

14
Net cash provided by (used in) operating activities

47,105

(1,522)
CASH FLOWS FROM INVESTING ACTIVITIES:




Purchases of investment securities

(179,695)

(6,502)
Proceeds from sales, maturities and calls of investment securities

130,815

81,159
Net increase in loans and leases outstanding

(153,067)

(54,308)
Proceeds from the sale of other real estate owned

727

—
Purchase of premises and equipment

(69)

(422)
Proceeds from the sale of premises and equipment

743

1,392
Net cash (used in) provided by investing activities

(200,546)

21,319
CASH FLOWS FROM FINANCING ACTIVITIES:

Net increase in deposits

116,309

31,410
Net increase (decrease) customer repurchase agreements and other borrowings

31,707

(11,907)
Net decrease in FHLB advances

(39,000)

(16,000)
Proceeds from issuance of common stock, net of cost

195

263
Repurchase of common stock

(6,677)

—
Net cash provided by financing activities

102,534

3,766


Net (decrease) increase in cash and cash equivalents

(50,907)

23,563
Cash and cash equivalents at beginning of period

109,977

101,498
Cash and cash equivalents at end of period

$
59,070

$
125,061
SUPPLEMENTAL INFORMATION



Cash payments for interest

$
8,103

$
11,070
Cash payments for income taxes

15

—
Transferred from loans to other real estate owned

51

375
Cash payments for operating leases

441

785
Lease liabilities arising from obtaining right of use assets (see Note 8)

2,011

15,183
Liability for unsettled securities purchases

10,238

—
Goodwill reduction for adjustments to acquired net deferred tax assets

—

4,748
Unaudited
Three months ended
March 31
(in thousands) 2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,343 $ 4,256
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses 3,445 1,725
Deferred income tax 921 1,025
Provision for other real estate owned 21 -
Depreciation and amortization 558 586
Stock-based compensation 240 209
Net accretion of discount on purchased loans (204 ) (464 )
Net amortization of intangible asset 699 784
Loans originated for sale (79,847 ) (84,354 )
Proceeds from sale of loans originated for sale 107,798 80,285
Realized and unrealized gains on mortgage banking activity (1,036 ) (1,485 )
Loss on sale of other real estate owned, net 28 -
Cash surrender value of BOLI (445 ) (447 )
Increase in other assets (3,179 ) (243 )
Decrease in other liabilities (2,723 ) (1,166 )
Other, net 13 (73 )
Net cash provided by operating activities 29,632 638
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities (64,441 ) (5,000 )
Proceeds from sales, maturities and calls of investment securities 10,350 38,872
Net (increase) decrease in loans and leases outstanding (16,164 ) 193
Proceeds from the sales of other real estate owned 727 -
Purchase of premises and equipment (377 ) (171 )
Net cash (used in) provided by investing activities (69,905 ) 33,894
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits 74,534 (12,338 )
Net decrease in customer repurchase agreements and federal funds purchased (806 ) (6,307 )
Net increase (decrease) in FHLB advances 59,000 (20,000 )
Proceeds from issuance of common stock, net of cost 195 77
Repurchase of common stock (6,677 ) -
Net cash provided by (used in) financing activities 126,246 (38,568 )

Net increase (decrease) in cash and cash equivalents 85,973 (4,036 )
Cash and cash equivalents at beginning of period 109,977 101,498
Cash and cash equivalents at end of period $ 195,950 $ 97,462
SUPPLEMENTAL INFORMATION
Cash payments for interest $ 4,230 $ 5,044
Cash payments for income taxes 15 -
Cash payments for operating leases 195 365
Lease liabilities arising from obtaining right of use assets (see Note 8) 2,011 18,009
Goodwill reduction for adjustments to acquired net deferred tax assets - 4,748

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

5
7

Table of Contents

Notes to Consolidated Financial Statements(unaudited)
Note 1: Summary of Significant Accounting Policies
Nature of Operations
Howard Bancorp, Inc. (“Bancorp” or the “Company”) was incorporated in April 2005 under the laws of the State of Maryland. On December 15, 2005, Bancorp acquired all of the stock of Howard Bank (the “Bank”) pursuant to the Plan of Reorganization approved by the stockholders of the Bank and by federal and state regulatory agencies. Each share of the Bank’s common stock was converted into ~~two~~2 shares of Bancorp common stock effected by the filing of Articles of Exchange on that date, and the stockholders of the Bank became the stockholders of Bancorp. Bancorp is now a bank holding company registered under the Bank Holding Company Act of 1956, with a single bank subsidiary, Howard Bank, which operates as a state trust company with commercial banking powers regulated by the Maryland Office of the Commissioner of Financial Regulation (the “Commissioner”).
The Bank has ~~nine~~9 subsidiaries—~~six~~6 were formed to hold foreclosed real estate ~~(three~~(3 of which are currently inactive), ~~two~~2 own and manage real estate used for corporate purposes, and ~~one~~1 holds historic tax credit investments.

The Company is a diversified financial services company providing commercial banking and consumer finance through banking branches, the internet and other distribution channels to businesses, business owners, professionals and other consumers located primarily in the Greater Baltimore Metropolitan Area.
These statements should be read in conjunction with the financial statements and accompanying notes included in the ~~Company's~~Company’s 2019 Annual Report on Form 10-K as filed with the Securities and Exchange Commission ~~("SEC"~~(“SEC”) on March 16, 2020. There have been no significant changes to the ~~Company's~~Company’s accounting policies as disclosed in the 2019 Annual Report on Form 10-K.
The following is a description of the Company’s significant accounting policies.
Basis of Presentation
The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ~~("GAAP"~~(“GAAP”) and prevailing practices within the financial services industry for financial information.
Principles of Consolidation
The consolidated financial statements include the accounts of Bancorp, the Bank and the Bank’s subsidiaries. All significant intercompany accounts and transactions have been eliminated. The parent company only financial statements report investments in the Bank under the equity method.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes in the near-term relate to the determination of the allowance for credit losses, goodwill, deferred tax assets, other-than-temporary impairment of investment securities and the fair value of loans held for sale.

Table of Contents

Allowance for Credit Losses

The allowance for credit losses is maintained at a level believed adequate by management to absorb probable losses inherent in the loan and lease portfolio and is based on the size and current risk characteristics of the loan and lease portfolio, an assessment of individual problem loans and leases, actual loss experience, current economic events in specific industries and geographic areas including unemployment levels and other pertinent factors including general economic conditions. Determination of the allowance is inherently subjective as it requires significant estimates, including the amounts and timing of expected future cash flows on impaired loans and leases, estimated losses on pools of homogenous loans and leases based on historical loss experience and consideration of economic trends, all of which may be susceptible to significant change. Credit losses are charged off against the allowance, while recoveries of amounts previously charged off are credited to the allowance. A provision for credit losses is charged to operations based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors. Evaluations are conducted at least quarterly and more often if deemed necessary.

The allowance for credit losses consists of a specific component and a nonspecific component. The components of the allowance for credit losses represent an estimation done pursuant to either the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) Topic 450Contingenciesor ASC Topic 310Receivables. The specific component of the allowance for credit losses reflects expected losses resulting from analysis developed through credit allocations for individual loans and leases. The credit allocations are based on a regular analysis of all loans and leases over a fixed-dollar amount where the internal credit rating is at or below a predetermined classification. The specific component of the allowance for credit losses also includes management’s determination of the amounts necessary given concentrations and changes in portfolio mix and volume.

The nonspecific portion of the allowance is determined based on management’s assessment of general economic conditions, as well as economic factors in the individual markets in which the Company operates including the strength and timing of economic cycles and concerns over the effects of a prolonged economic downturn in the current cycle. This determination inherently involves a higher risk of uncertainty and considers current risk factors that may not have yet manifested themselves in the Bank’s historical loss factors used to determine the nonspecific component of the allowance, and it recognizes that knowledge of the portfolio may be incomplete. The Bank’s historic loss factors are based upon actual losses incurred by portfolio segment over the preceding 24-month period. In portfolio segments where no actual losses have been incurred within the most recent 24-month period, industry loss data for that portfolio segment, as provided by the Federal Deposit Insurance Corporation (“FDIC”), are utilized. In addition to historic loss factors, the Bank’s methodology for the allowance for credit losses incorporates other risk factors that may be inherent within the portfolio segments. For each portfolio segment, in addition to the historic loss experience, the qualitative factors that are measured and monitored in the overall determination of the allowance include:

●

changes in lending policies, procedures, and practices;

●

changes in international, national, state and local economic and business conditions and developments that affect the collectibility of the portfolio, including the condition of various market segments;

●

changes in the nature and volume of the loan portfolio;

●

changes in the experience, ability and depth of the lending staff;

●

changes in the volume and severity of past due, nonaccrual, and adversely classified loans;

●

changes in the quality of our loan review system;

●

changes in the value of underlying collateral for collateral-dependent loans;

·●	the existence of any concentrations of credit, and changes in the level of such concentrations;

·●	the effect of other external factors such as competition and legal and regulatory requirements; and

·●	any other factors that management considers relevant to the quality or performance of the loan portfolio.

Each of these qualitative risk factors is measured based upon data generated either internally, or in the case of economic conditions utilizing independently provided data on items such as unemployment rates, commercial real estate vacancy rates, or other market data deemed relevant to the business conditions within the markets served.

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The Company’s loan and lease policies state that after all collection efforts have been exhausted, and the loan or lease is deemed to be a loss, then the remaining loan or lease balance will be charged to the Company’s established allowance for credit losses. All loans and leases are evaluated for loss potential once it has been determined by the Watch Committee that the likelihood of repayment is in doubt. When a loan is past due for at least 90 days or a deterioration in debt service coverage ratio, guarantor liquidity, or loan-to-value ratio has occurred that would cause concern regarding the likelihood of the full repayment of principal and interest, and the loan or lease is deemed not to be well secured, the loan or lease would be moved to non-accrual status and a specific reserve is established if the net realizable value is less than the principal value of the loan balance(s). Once the actual loss value has been determined, a charge-off against the allowance for credit losses for the amount of the loss is taken. Each loss is evaluated on its specific facts regarding the appropriate timing to recognize the loss.

Acquired Loans

Acquired loans are recorded at fair value at the date of acquisition, and accordingly, no allowance for loan losses is transferred to the acquiring entity under the acquisition method. The fair values of loans with evidence of credit deterioration (acquired credit impaired loans) are initially recorded at fair value, but thereafter accounted for differently than purchased, non-credit-impaired loans. For acquired credit impaired loans, the excess of all cash flows estimated to be collectable at the date of acquisition over the initial investment in the acquired credit impaired loan is recognized as interest income, using a level-yield basis over the life of the loan. This amount is referred to as the accretable yield. The acquired credit impaired loan’s contractually-required payments receivable estimated to be in excess of the amount of its future cash flows expected at the date of acquisition is referred to as the non-accretable difference, and is not reflected as an adjustment to the yield, but in the form of a loss accrual or a valuation allowance.

Subsequent to the acquisition date, management continues to monitor cash flows on a quarterly basis, to determine the performance of each acquired credit impaired loan in comparison to management’s initial performance expectations. Subsequent decreases in the present value of expected cash flows will be recorded as an increase in the allowance for credit losses through a provision for loan losses. Subsequent significant increases in cash flows result in a reversal of the provision for loan losses to the extent of prior provisions or a reclassification of amount from non-accretable difference to accretable yield, with a positive impact on the accretion of interest income in future periods.

Goodwill, Other Intangible Assets and Long-Lived Assets

Goodwill represents the excess of the purchase price over the sum of the estimated fair values of tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed. Core deposit intangibles represent the estimated value of long-term deposit relationships acquired in a business combination. The core deposit intangible is amortized over the estimated useful lives of the long-term deposits acquired, and the remaining amounts of the core deposit intangible are periodically reviewed for impairment. Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset might be impaired. Long-lived assets are those that provide the Company with a future economic benefit beyond the current year or operating period. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is greater than the fair value of the asset. Assets to be disposed of are reported at the lower of the cost or the fair value, less costs to sell.

Effective April 1, 2020, the Company adopted ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment ~~analysis is performed annually.~~charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, to the extent that the loss recognized does not exceed the amount of goodwill allocated to that reporting unit.

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Management has determined that the Company has one reporting ~~unit,~~unit. The sudden and ~~based upon~~continuing decline in economic conditions triggered by the ~~annual impairment analysis, it was determined that there was not an impairment~~Coronavirus ("COVID-19") pandemic included a significant decline in stock market valuations and the stock price of the ~~carrying~~Company and peer banks. These events indicated that goodwill may be impaired and resulted in us performing a goodwill impairment assessment. As a result, a goodwill impairment charge of $34.5 million was recorded as the Company's estimated fair value ~~of either the goodwill, core deposit intangible or other long-lived assets for 2019.~~

was less than its book value.

Income Taxes

The Company uses the asset/liability method of accounting for income taxes. Under the asset/liability method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences reverse. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. In addition, deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or the entire deferred tax asset will not be realized. The Company does not have uncertain tax positions that are deemed material, and did not recognize any adjustments for unrecognized tax benefits. The Company’s policy is to recognize interest and penalties on income taxes in other noninterest expenses. The Company remains subject to examination by federal and state taxing authorities for income tax returns for the years ending after December 31, ~~2014.~~

2015.

Share-Based Compensation

Compensation cost is recognized for stock options and restricted stock issued to directors and employees. Compensation cost is measured as the fair value of these awards on their date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options. The market price of the Company’s common stock at the date of grant is used for restricted stock awards, which include restricted stock units. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. When an award is granted to an employee who is retirement eligible, the compensation cost of these awards is recognized over the period up to when the director or employee first becomes eligible to retire.

Compensation expense for non-vested common stock awards is based on the fair value of the awards, which is generally the market price of the common stock on the measurement date, which, for the Company, is the date of grant, and is recognized ratably over the service period of the award.

Reclassifications

Certain reclassifications to prior financial presentation were made to conform to the 2020 presentation. These reclassifications did not affect previously reported net income or total stockholders’ equity.

Recent Accounting Pronouncements

The FASB has issued ASU 2020-04,Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.This ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform, on financial reporting. The risk of termination of the London Interbank Offered Rate (LIBOR), has caused regulators to undertake reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based that are less susceptible to manipulation.

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The FASB has issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This ASU amends the effective date of the credit loss standard (ASU 2016-13) for smaller reporting companies, as defined by the SEC. The one-time determination of whether an entity is eligible to be a smaller reporting company is based on an entity’s most recent determination as of November 15, 2019, in accordance with SEC regulations. The Company met this definition of smaller reporting company based on its most recent determination as of November 15, 2019. As a result, the effective date of this ASU for the Company has been amended from fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, to fiscal years beginning after December 31, 2022, and interim periods within those fiscal years. In addition, this ASU amended the mandatory effective date for the elimination of Step 2 from the goodwill impairment test (ASU 2017-04 discussed below). As a smaller reporting company, the effective date of the goodwill impairment standard for the Company has been amended from fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, to fiscal years beginning after December 31, 2022, and interim periods within those fiscal years.

The FASB has issued ASU 2017-04,Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this Update simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The Company should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Impairment charges should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The impairment charge is limited to the amount of goodwill allocated to that reporting unit. As discussed above, this ASU, as amended by ASU 2019-10, ~~will~~was to be effective for the Company on January 1, 2023. ~~The~~However, the Company ~~will evaluate the guidance in this Update but does not expect it to have a significant impact~~adopted ASU 2017-04 on ~~the Company’s financial position or results of operations.~~

April 1, 2020.

The FASB has issued ASU 2016-13,Financial Instruments—Credit Losses (Topic 326).The main objective of this update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the guidance in this Update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. As discussed above, this ASU, as amended by ASU 2019-10, will be effective for the Company on January 1, 2023. The Company has engaged a third party vendor and is currently gathering historical data and reviewing the methodologies and assumptions utilized to determine the impact of this update on the Company’s Consolidated Financial Statements.

COVID-19 Risks and Uncertainties

~~While the Company’s business has been designated an essential business, which allows the Bank to continue to serve its customers, the Company serves~~ Although many customers that have been deemed, or who are employed by businesses that have been deemed, to be non-essential. And many of the Company’s customers that have been categorized to date as essential businesses, or who are employed by businesses that have been categorized as essential businesses have ~~been adversely affected by~~begun to reopen, some states, including Maryland, have since experienced a resurgence of COVID-19 cases, which may further slow overall economic activity and recovery. Uncertainty also remains regarding if, how and when schools will reopen and the ~~COVID-19 pandemic.~~impact of such reopening decisions on the economy.

Table of Contents

The impact of the COVID-19 pandemic is fluid and continues to evolve. The unprecedented and rapid spread of COVID-19 ~~pandemic~~ and its associated impacts on trade (including supply chains and export levels), travel, employee productivity, unemployment, consumer spending, and other economic activities has resulted in less economic activity, lower equity market valuations and significant volatility and disruption in financial ~~markets, and has had an adverse effect on the Company’s business and results of operations.~~markets. In addition, due to the COVID-19 pandemic, market interest rates have declined significantly, with the 10-year Treasury bond falling below 1.00% on March 3, 2020 for the first ~~time.~~time, and declining further to 0.65% as of June 30, 2020. On March 3, 2020, the Federal Open Market Committee reduced the targeted federal funds interest rate range by 50 basis points to 1.00% to 1.25%. This range was further reduced to 0% to 0.25% percent on March 16, 2020. These reductions in interest rates and the other effects of the COVID-19 pandemic has had and is expected to continue to have, apossibly materially, an adverse effect on the Company’s business, financial condition, and results of operations. The ultimate extent of the impact of the COVID-19 pandemic on the Company’s business, financial condition and results of operations is currently uncertain and will depend on various developments and other factors, including, among others, the duration and scope of the pandemic, as well as governmental, regulatory and private sector responses to the pandemic, and the associated impacts on the economy, financial markets and the Company’s customers, employees and vendors.

Note 2:  Exit of Mortgage Banking Activities
On December 18, 2019, the Company entered into an agreement to release certain management members of the mortgage division from their employment contracts and allow those individuals to create a limited liability company (“LLC”) for the purpose of hiring all remaining mortgage employees. The Company also agreed to transfer ownership of the domain name “VAmortgage.com” to the newly created LLC. In consideration of the release of the employment agreements, the transfer of the mortgage employees, and the sale of the domain name, the LLC paid the Company $750 thousand. Under the agreement, there was a transition period of approximately 45 days, after which the Company agreed to cease originating residential first lien mortgage loans and ~~will~~ exit all mortgage banking activities. Accordingly, all of the residential first lien mortgage pipeline loans were processed by the end of the first quarter of 2020 and the remaining loans held for sale were sold during the second quarter of 2020. In order to manage loan run-off within the residential mortgage loan portfolio, the Company plans on buying first lien residential mortgage loans, on a servicing released basis, from both the LLC and other third-party originators.
The following table presents a roll forward of loans held for sale, showing loans originated for sale and loans sold into the secondary market, for the periods ~~March 31,~~ended June 30, 2020 and, December 31, 2019. In addition, the volume of loans originated for the Company’s loan portfolio as well as a statement of operations for the mortgage banking activities for the same ~~periods.~~periods is presented. Since the mortgage banking activities were conducted within a division of the Bank, formal financial statements were not prepared. The statement of operations presented below reflects only the direct costs associated with the Company’s mortgage banking activities and is thus representative of the incremental after tax impact of exiting this activity.

(in thousands)

June 30, 2020

December 31, 2019
Loans held for sale, January 1

$
30,710

$
21,261
Loans originated for sale

79,847

573,306
Loans sold into the secondary market

(110,557)

(563,857)
Loans held for sale, at end of period

$
—

$
30,710
Loans originated for the Bank's portfolio

$
11,378

$
114,561

Quarter Ended Year Ended
(in thousands) March 31, 2020 December 31, 2019
Loans held for sale, January 1 $ 30,710 $ 21,261
Loans originated for sale 79,847 573,306
Loans sold into the secondary market (106,762 ) (563,857 )
Loans held for sale, at end of period $ 3,795 $ 30,710
Loans originated for the Bank's portfolio $ 11,378 $ 114,561
9
13

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For the six months ended June 30,

For the three months ended June 30,
($ in thousands)

2020

2019

2020

2019
Statement of Operations:








Net interest income

$
143

$
340

$
—

$
193

Realized and unrealized gains on mortgage banking activity

1,036

3,737

—

2,296
Loan related fees and service charges

389

1,320

—

816
Total noninterest income

1,425

5,057

—

3,112

Salaries and benefits

928

3,063

—

1,456
Occupancy

20

154

—

75
All other operating expenses

490

1,050

—

582
Total noninterest expense

1,438

4,267

—

2,113
Pretax contribution

130

1,130

—

1,192
Income tax expense

36

311

—

328
After tax contribution

$
94

$
819

$
—

$
864
For the three months ended
March 31,
2020 2019
Statement of Operations:
Net interest income $ 143 $ 147
Realized and unrealized gains on mortgage banking activity 1,036 1,485
Loan related fees and service charges 389 460
Total noninterest income 1,425 1,945
Salaries and benefits 928 1,607
Occupancy 20 79
All other operating expenses 490 468
Total noninterest expense 1,438 2,154
Pretax contribution 130 (62 )
Income tax expense (benefit) 36 (17 )
After tax contribution $ 94 $ (45 )

Since the ~~Bank’s~~Bank's 91 employees that were engaged in mortgage banking activities were hired by the LLC under the terms of the agreement, no0 severance costs were recorded. However, in the fourth quarter of 2019, the Company recorded $288 thousand of exit costs associated with change in control and retention agreements. Back office employees remained with the bank for a portion of the first quarter in order to process the pipeline. The LLC is subleasing the office space that was used by these employees; therefore, no0 exit costs associated with lease terminations were required.

Note 3:  Investment Securities
The Bank holds securities classified as available for sale and held to maturity.
The amortized cost and estimated fair values of investments are as follows:

(in thousands)
March 31, 2020 December 31, 2019

June 30, 2020

December 31, 2019
Gross Gross Gross Gross
Amortized Unrealized Unrealized Estimated Amortized Unrealized Unrealized Estimated
Cost Gains Losses Fair Value Cost Gains Losses Fair Value
Available for sale U.S. Government




Gross

Gross





Gross

Gross


Amortized

Unrealized

Unrealized

Estimated

Amortized

Unrealized

Unrealized

Estimated

Cost

Gains

Losses

Fair Value

Cost

Gains

Losses

Fair Value
Available for sale
















U.S. Government
















Agencies $ 79,916 $ 1,978 $ - $ 81,894 $ 66,428 $ 963 $ 79 $ 67,312

$
77,835

$
1,780

$
—

$
79,615

$
66,428

$
963

$
79

$
67,312
Mortgage-backed 180,509 7,315 - 187,824 139,918 2,848 67 142,699

188,099

4,029

302

191,826

139,918

2,848

67

142,699
Other investments 5,510 43 19 5,534 5,510 4 20 5,494

5,509

13

74

5,448

5,510

4

20

5,494
$ 265,935 $ 9,336 $ 19 $ 275,252 $ 211,856 $ 3,815 $ 166 $ 215,505

$
271,443

$
5,822

$
376

$
276,889

$
211,856

$
3,815

$
166

$
215,505
Held to maturity








Corporate debentures
$ 7,750 $ 117 $ 17 $ 7,850 $ 7,750 $ 147 $ - $ 7,897

$
7,250

$
65

$
120

$
7,195

$
7,750

$
147

$
-

$
7,897

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Gross unrealized losses and fair value by investment category and length of time the individual securities have been in a continuous unrealized loss position at ~~March 31,~~June 30, 2020 and December 31, 2019 are presented below:

March 31, 2020

June 30, 2020

(in thousands) Less than 12 months 12 months or more Total

Less than 12 months

12 months or more

Total
Gross Gross Gross
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses




Gross



Gross



Gross

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

Losses

Value

Losses

Value

Losses
Available for sale












U.S. Government












Agencies $ - $ - $ - $ - $ - $ -

$
—

$
—

$
—

$
—

$
—

$
—
Mortgage-backed - - - - - -

106,747

302

—

—

106,747

302
Other investments - - 2,990 19 2,990 19

1,444

56

2,991

18

4,435

74
$ - $ - $ 2,990 $ 19 $ 2,990 $ 19

$
108,191

$
358

$
2,991

$
18

$
111,182

$
376
Held to maturity











Corporate debentures $ 2,483 $ 17 $ - $ - $ 2,483 $ 17

$
880

$
120

$
—

$
—

$
880

$
120

10

December 31, 2019

(in thousands)

Less than 12 months

12 months or more

Total




Gross



Gross



Gross

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

Losses

Value

Losses

Value

Losses
Available for sale












U.S. Government












Agencies

$
10,689

$
79

$
-

$
-

$
10,689

$
79
Mortgage-backed

35,512

60

975

7

36,487

67
Other investments

-

-

2,990

20

2,990

20

$
46,201

$
139

$
3,965

$
27

$
50,166

$
166
Held to maturity










Corporate debentures

$
-

$
-

$
-

$
-

$
-

$
-
December 31, 2019
(in thousands) Less than 12 months 12 months or more Total
Gross Gross Gross
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
U.S. Government
Agencies $ 10,689 $ 79 $ - $ - $ 10,689 $ 79
Mortgage-backed 35,512 60 975 7 36,487 67
Other investments - - 2,990 20 2,990 20
$ 46,201 $ 139 $ 3,965 $ 27 $ 50,166 $ 166
Held to maturity
Corporate debentures $ - $ - $ - $ - $ - $ -

The unrealized losses that existed were a result of market changes in interest rates since the original purchase. Management systematically evaluates investment securities for other-than-temporary declines in fair value on a quarterly basis. This analysis requires management to consider various factors, which include the (1) duration and magnitude of the decline in value, (2) financial condition of the issuer or issuers and (3) structure of the security. The Company had ~~four~~22 securities in the portfolio with unrealized losses at ~~March 31,~~June 30, 2020 compared to 15 at December 31, 2019.
An impairment loss is recognized in earnings if any of the following are true: (1) the Company intends to sell the debt security; (2) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis; or (3) the Company does not expect to recover the entire amortized cost basis of the security. In situations where the Company intends to sell or when it is more likely than not that the Company will be required to sell the security, the entire impairment loss must be recognized in earnings. In all other situations, only the portion of the impairment loss representing the credit loss must be recognized in earnings, with the remaining portion being recognized in stockholders’ equity as a component of other comprehensive income, net of deferred tax.

Table of Contents

The amortized cost and estimated fair values of ~~investment~~available for sale and held to maturity securities by contractual maturity are shown below:

(in thousands) March 31, 2020 December 31, 2019

June 30, 2020

December 31, 2019
Amortized Estimated Fair Amortized Estimated Fair
Cost Value Cost Value


Amortized

Estimated Fair

Amortized

Estimated Fair

Cost

Value

Cost

Value
Amounts maturing:








One year or less $ 1,498 $ 1,506 $ 1,497 $ 1,500

$
5,535

$
5,634

$
1,497

$
1,500
After one through five years 49,152 50,633 49,166 50,048

46,780

48,337

49,166

50,048
After five through ten years 38,793 39,752 33,576 33,915

34,529

34,883

33,576

33,915
After ten years 184,242 191,211 135,367 137,939

191,849

195,230

135,367

137,939
$ 273,685 $ 283,102 $ 219,606 $ 223,402

$
278,693

$
284,084

$
219,606

$
223,402

At ~~March 31,~~June 30, 2020 and December 31, 2019, ~~$10.9~~$99.7 million and $11.6 million in fair value of securities, respectively, were pledged as ~~collateral~~collateral. These securities were pledged at the Federal Reserve’s Discount Window as well as for ~~both~~ repurchase agreements and deposits of local government entities that require pledged collateral as a condition of maintaining these deposit accounts. No single issuer of securities, except for government agency and mortgage backed securities, had outstanding balances that exceeded ten percent of stockholders’ equity at ~~March 31,~~June 30, 2020.

Note 4:  Loans and Leases
The Company makes loans and leases to customers primarily in the Greater Baltimore Metropolitan Area and surrounding communities. A substantial portion of the ~~Company~~’sCompany’s loan portfolio consists of loans to businesses secured by real estate and/or other business assets.
The loan portfolio segment balances at ~~March 31,~~June 30, 2020 and December 31, 2019 are presented in the following table:

March 31, 2020 December 31, 2019

June 30, 2020

December 31, 2019




% of



% of

(in thousands) Total % of
Total Total % of
Total

Total

Total

Total

Total

Real estate









Construction and land $ 130,980 7.4 % $ 128,285 7.3 %

$
128,567

6.8
%
$
128,285

7.3
%
Residential - first lien 428,788 24.4 437,409 25.1

409,402

21.6

437,409

25.1

Residential - junior lien 71,045 4.0 74,164 4.2

67,430

3.6

74,164

4.2

Total residential real estate 499,833 28.4 511,573 29.3

476,832

25.1

511,573

29.3

Commercial - owner occupied 248,918 14.1 241,795 13.9

244,802

12.9

241,795

13.9

Commercial - non-owner occupied 447,889 25.5 444,052 25.4

455,051

24.0

444,052

25.4

Total commercial real estate 696,807 39.6 685,847 39.3

699,853

36.9

685,847

39.3

Total real estate loans 1,327,620 75.4 1,325,705 75.9

1,305,252

68.7

1,325,705

75.9

Commercial loans and leases¹ 389,065 22.1 372,872 21.4

352,999

18.6

372,872

21.4

Consumer 44,734 2.5 46,936 2.7

46,660

2.5

46,936

2.7

Paycheck Protection Program

193,719

10.2

—

—

Total loans and leases $ 1,761,419 100.0 % $ 1,745,513 100.0 %

$
1,898,630

100.0
%
$
1,745,513

100.0
%

¹
¹Includes leases of $4,949 and $6,382 at June 30, 2020 and December 31, 2019, respectively.

Table of ~~$5,637~~Contents

The Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”) was established under the Coronavirus Aid, Relief and ~~$6,382~~Economic Security Act (“CARES” Act). On March 27, 2020, the CARES Act was signed into law, providing, financial relief and funding opportunities for small businesses under the SBA’s PPP program from approved SBA lenders. In response to the COVID-19 pandemic, the Bank, a SBA lender, has actively assisted its qualified customers with applications and lending through this program, as amended by subsequent legislation. During the quarter ended June 30, 2020, the Bank funded 1,028 loans totaling $199.0 million; net of unamortized deferred fees and origination costs, PPP loans totaled $193.7 million at ~~March 31, 2020~~June 30, 2020. Loans funded through the PPP program are fully guaranteed by the U.S. government and ~~December 31, 2019, respectively.~~
the Company anticipates that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program.
Net loan origination fees, which are included in the amounts in the table above, totaled $3.9 million and $1.3 million at ~~both March 31,~~June 30, 2020 and December 31, ~~2019.~~2019, respectively. At June 30, 2020, net loan origination fees attributable to PPP loans totaled $5.3 million, consisting of unamortized processing fees of $6.0 million and $0.7 million in unamortized loan origination costs.
11
Acquired Credit Impaired Loans
The following table documents changes in the accretable discount on acquired credit impaired loans ~~at the beginning and end of March 31, 2020 and 2019:~~at:

March 31,

For the six months ended

For the three months ended

June 30,

June 30,
(in thousands) 2020 2019

2020

2019

2020

2019
Balance at beginning of period $ 689 $ 877

$
689

$
877

$
673

$
835
Impaired loans acquired - -

—

—

—

—
Accretion of fair value discounts (16 ) (42 )

(115)

(110)

(99)

(68)
Balance at end of period $ 673 $ 835

$
574

$
767

$
574

$
767

The table below presents the outstanding balances and related carrying amounts for all acquired credit impaired loans at the end of the respective periods:

Contractually
Required
Payments Carrying


Contractually


Required

Payments

Carrying
(in thousands) Receivable Amount

Receivable

Amount
At March 31, 2020 $ 10,195 $ 8,111
At June 30, 2020

$
8,670

$
6,993
At December 31, 2019 10,929 8,706

10,929

8,706

Note 5:  Credit Quality Assessment
Allowance for Credit Losses

Summary information on the allowance for credit loss activity for the period indicated is presented in the following table:

March 31,

For the six months ended

For the three months ended

June 30,

June 30,
(in thousands) 2020 2019

2020

2019

2020

2019
Beginning balance $ 10,401 $ 9,873

$
10,401

$
9,873

$
13,384

$
8,754
Charge-offs (583 ) (2,854 )

(614)

(3,728)

(31)

(874)
Recoveries 121 10

124

140

3

130
Net charge-offs (462 ) (2,844 )

(490)

(3,588)

(28)

(744)
Provision for credit losses 3,445 1,725

6,445

2,835

3,000

1,110
Ending balance $ 13,384 $ 8,754

$
16,356

$
9,120

$
16,356

$
9,120

Table of Contents

The ~~March 31,~~June 30, 2020 allowance reflects the Company’s ~~initial~~ assessment of the impact of COVID-19 on the national and local economies and the impact on various categories of our loan portfolio. Management’s approach to COVID-19 and the evaluation of the allowance considered the following: (1) any change in historical loss rates resulting from COVID-19; (2) any risk rating downgrades related to COVID-19; and (3) any changes to collateral valuations or cash flow assumptions for impaired loans. Based on this review, the Company determined that ~~there~~some risk rating downgrades had occurred and were ~~no initial impacts to any of these factors~~factored into the quantitative allowance at ~~March 31,~~June 30, 2020.
The Company then reviewed ~~our~~its qualitative factors and identified three factors that warranted further evaluation:
● · Changes in international, national, regional, and local economic and business conditions and developments that affect the collectibility of the portfolio, including the condition of various market segments;
● · The existence and effect of any concentrations of credit, and changes in the level of such concentrations; and
● · Changes in the value of underlying collateral for collateral-dependent loans.
The Company’s evaluation of changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments, considered the abrupt slowdown in commercial economic activity resulting from actions announced by the State of Maryland between the March 5 disclosure of the first confirmed cases of COVID-19 in the state and the March 23 executive order closing all non-essential businesses in the state. In addition, management considered the dramatic rise in the unemployment rate in the Company’s market area. Based on U.S. Department of Labor weekly initial unemployment claims by state, management noted that the average weekly initial unemployment claims for the State of Maryland during the two weeks ending March 28, 2020 were 19 times higher than the average weekly claims for the first eleven weeks of 2020. AnWhile the rate of change in average weekly initial unemployment claims slowed during the second quarter of 2020, they were still 13 times higher than the average weekly claims for the first eleven weeks of 2020. While the Maryland economy has substantially reopened, the decline in economic activity during the second quarter and the heightened risk of setbacks in the pace of reopening the economy resulted in an increase in this qualitative factor ~~was~~ applied to all loan portfolio categories.
12
The Company also evaluated the existence and effect of any concentrations of credit, and changes in the level of such concentrations. Management performed an analysis of the loan portfolio to identify the Company’s exposure to industry segments that ~~management believes~~ may potentially be the most highly impacted by COVID-19. Based on this evaluation, the following table identifies those industry segments within the Company’s loan portfolio that management believes may potentially be most highly impacted by COVID-19. Loan balances and total credit exposures are as of ~~March 31,~~June 30, 2020 while the modification and ~~Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”)~~PPP loan balances are as of ~~April~~July 24, ~~2020.~~2020; note that the column “SBA PPP Loan Relief” indicates the amount of PPP loans received by the Company’s borrowers in each of the identified loan segments.

(in millions)
Loan Category
Loan Balance
As %
of Total Loans
Total Exposure (1)
As %
of Total Exposure

Loan
Balance with Modifications

As %
of Loan Category
SBA PPP Loan Balance As % of Loan Category
CRE - retail $ 109.8 6.2 % $ 112.0 5.3 % $ 21.5 19.6 % $ - - %
Hotels 61.5 3.5 67.0 3.2 53.5 87.0 0.9 1.5
CRE - residential rental 50.3 2.9 51.4 2.4 10.9 21.7 - -
Nursing and residential care 39.8 2.3 46.3 2.2 - - 1.8 4.5
Retail trade 26.3 1.5 37.3 1.8 1.1 4.2 6.3 24.0
Restaurants and caterers 26.1 1.5 29.0 1.4 19.5 74.7 8.9 34.1
Religious and similar organizations 27.6 1.6 28.6 1.4 2.9 10.5 2.7 9.8
Arts, entertainment, and recreation 16.2 0.9 18.5 0.9 14.5 89.5 1.3 8.0
Total - selected categories $ 357.6 20.3 % $ 390.1 18.6 % $ 123.9 34.6 % $ 21.9 6.1 %

  As % of


As % of

Balance

As % of


As % of

($in millions)

Loan

Total

Total

Total

with

Total

SBA PPP

Loans

Loan Category

Balance

Loans

Exposure (1)

Exposure

Modifications

Category

Loan Relief

Category

CRE - retail

$
109.1

5.7
%
$
109.1

4.8
%
$
27.2

24.9
%
$
—

0.0
%
Hotels

60.8

3.2
%

62.8

2.8
%

52.7

86.6
%

1.5

2.5
%
CRE - residential rental

47.8

2.5
%

47.8

2.1
%

8.8

18.4
%

—

0.0
%
Nursing and residential care

39.7

2.1
%

44.8

2.0
%

2.5

6.4
%

2.2

5.6
%
Retail trade

23.6

1.2
%

38.3

1.7
%

2.1

8.9
%

12.9

54.7
%
Restaurants and caterers

28.4

1.5
%

32.0

1.4
%

19.5

68.5
%

14.7

51.6
%
Religious and similar organizations

29.1

1.5
%

31.1

1.4
%

3.3

11.4
%

6.1

20.8
%
Arts, entertainment, and recreation

15.0

0.8
%

17.6

0.8
%

7.5

49.9
%

3.2

21.0
%
Total - selected categories

$
353.6

18.6
%
$
383.5

17.0
%
$
123.6

35.0
%
$
40.5

11.5
%
(1)    ~~includes~~Includes unused lines of credit, ~~and~~ unfunded commitments, and letters of credit

Table of Contents

The breakdown by loan portfolio segment is as follows:




As % of

As % of

($ in millions)

Loan

Total

Total "High

Loan Portfolio Segment

Balance

Loans

Impacts"

Commercial real estate - non-owner occupied

$
206.9

10.9
%
58.5
%
Commercial real estate - owner occupied

65.4

3.4
%
18.5
%
Construction and land

51.9

2.7
%
14.7
%
Commercial loans and leases

28.7

1.5
%
8.1
%
Other

0.6

—
%
0.2
%
Total

$
353.6

18.6
%
100.0
%

The potentially highly impacted loan exposures noted in the above tables (the “high impacts”) were concentrated in non-owner-occupied commercial real estate ~~(59%~~(58.5% of total high impacts), owner-occupied commercial real estate ~~(18%~~(18.5% of total high impacts), ~~commercial~~ construction ~~(14%~~and land (14.7% of total high impacts), and commercial loans ~~(9%~~(8.1% of total high impacts). An increase in this qualitative factor was applied to these high impact loan portfolio categories.
The Company’s evaluation of potential changes in the value of underlying collateral for collateral-dependent loans considered the potential impact of the economic fallout from COVID-19 on commercial property values due to rent relief and possible business failures resulting in vacancies. In addition, the need for office space may diminish in the future as work from home policies have allowed much office-oriented business activity to continue. Excluding the high impact portfolios, management concluded that ~~53%~~55% of the Company’s non-owner-occupied commercial real estate portfolio was not included in the high impact exposure. An increase in this qualitative factor was applied to the Company’s non-owner-occupied commercial real estate portfolio.
Loans funded through the PPP program are fully guaranteed by the U.S. government and the Company anticipates that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. Therefore, 0 allowance for credit losses is attributable to this loan portfolio segment.

Table of Contents

The following table provides information on the activity in the allowance for credit losses by the respective loan portfolio segment for the six and three months ended ~~March 31,~~June 30, 2020 and 2019 and the year ended December 31, 2019:

March 31, 2020
Commercial real estate Commercial
Construction Residential real estate owner non-owner loans Consumer

At June 30, 2020








Commercial real estate

Commercial



Paycheck


Construction

Residential real estate

owner

non-owner

loans

Consumer

Protection

(in thousands) and land first lien junior lien occupied occupied and leases loans Total

and land

first lien

junior lien

occupied

occupied

and leases

loans

Program

Total
Allowance for credit losses:


















Six months ended:

Beginning balance $ 1,256 $ 2,256 $ 478 $ 788 $ 2,968 $ 2,103 $ 552 $ 10,401

$
1,256

$
2,256

$
478

$
788

$
2,968

$
2,103

$
552

$
—

$
10,401
Charge-offs - (33 ) - - - (549 ) (1 ) (583 )

—

(33)

—

—

(23)

(549)

(9)

—

(614)
Recoveries - 3 51 - - 66 1 121

—

3

52

—

—

67

2

—

124
Provision for credit losses (64 ) (22 ) 334 466 1,162 1,330 239 3,445

269

488

394

1,018

2,645

1,435

196

—

6,445
Ending balance $ 1,192 $ 2,204 $ 863 $ 1,254 $ 4,130 $ 2,950 $ 791 $ 13,384

$
1,525

$
2,714

$
924

$
1,806

$
5,590

$
3,056

$
741

$
—

$
16,356

Three months ended:

Beginning balance

$
1,192

$
2,204

$
863

$
1,254

$
4,130

$
2,950

$
791

$
—

$
13,384
Charge-offs

—

—

—

—

(23)

—

(8)

—

(31)
Recoveries

—

—

1

—

—

1

1

—

3
Provision for credit losses

333

510

60

552

1,483

105

(43)

—

3,000
Ending balance

$
1,525

$
2,714

$
924

$
1,806

$
5,590

$
3,056

$
741

$
—

$
16,356

Allowance allocated to:


















individually evaluated for impairment $ - $ - $ - $ - $ - $ - $ - $ -

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—
collectively evaluated for impairment $ 1,192 $ 2,204 $ 863 $ 1,254 $ 4,130 $ 2,950 $ 791 $ 13,384

$
1,525

$
2,714

$
924

$
1,806

$
5,590

$
3,056

$
741

$
—

$
16,356
Loans and leases:




Ending balance $ 130,980 $ 428,788 $ 71,045 $ 248,918 $ 447,889 $ 389,065 $ 44,734 $ 1,761,419

$
128,567

$
409,402

$
67,430

$
244,802

$
455,051

$
352,999

$
46,660

$
193,719

$
1,898,630
individually evaluated for impairment $ 478 $ 12,470 $ 832 $ 477 $ 1,777 $ 1,092 $ 102 $ 17,228

$
347

$
13,679

$
1,365

$
800

$
576

$
1,619

$
102

$
—

$
18,488
collectively evaluated for impairment $ 130,502 $ 416,318 $ 70,213 $ 248,441 $ 446,112 $ 387,973 $ 44,632 $ 1,744,191

$
128,220

$
395,723

$
66,065

$
244,002

$
454,475

$
351,380

$
46,558

$
193,719

$
1,880,142

13
20

Table of Contents

December 31, 2019
Commercial real estate Commercial
Construction Residential real estate owner non-owner loans Consumer
(in thousands) and land first lien junior lien occupied occupied and leases loans Total
Allowance for credit losses:
Beginning balance $ 741 $ 1,170 $ 292 $ 735 $ 4,057 $ 2,644 $ 234 $ 9,873
Charge-offs (282 ) (518 ) (532 ) (46 ) (2,026 ) (622 ) (210 ) (4,236 )
Recoveries 80 - 115 - 17 357 2 571
Provision for credit losses 717 1,604 603 99 920 (276 ) 526 4,193
Ending balance $ 1,256 $ 2,256 $ 478 $ 788 $ 2,968 $ 2,103 $ 552 $ 10,401
Allowance allocated to:
individually evaluated for impairment $ - $ - $ - $ - $ - $ 500 $ - $ 500
collectively evaluated for impairment $ 1,256 $ 2,256 $ 478 $ 788 $ 2,968 $ 1,603 $ 552 9,901
Loans and leases:
Ending balance $ 128,285 $ 437,409 $ 74,164 $ 241,795 $ 444,052 $ 372,872 $ 46,936 $ 1,745,513
individually evaluated for impairment $ 481 $ 13,131 $ 786 $ 566 $ 1,725 $ 2,360 $ 127 $ 19,176
collectively evaluated for impairment $ 127,804 $ 424,278 $ 73,378 $ 241,229 $ 442,327 $ 370,512 $ 46,809 $ 1,726,337

At June 30, 2019








Commercial real estate

Commercial




Construction

Residential real estate

owner

non-owner

loans

Consumer

(in thousands)

and land

first lien

junior lien

occupied

occupied

and leases

loans

Total
Allowance for credit losses:
















Six months ended:

Beginning balance

$
741

$
1,170

$
292

$
735

$
4,057

$
2,644

$
234

$
9,873
Charge-offs

(282)

(362)

(471)

(44)

(2,026)

(525)

(18)

(3,728)
Recoveries

—

—

104

—

3

32

1

140
Provision for credit losses

669

982

512

202

765

(456)

161

2,835
Ending balance

$
1,128

$
1,790

$
437

$
893

$
2,799

$
1,695

$
378

$
9,120

Three months ended:

Beginning balance

$
1,220

$
1,372

$
390

$
817

$
3,188

$
1,543

$
224

$
8,754
Charge-offs

(62)

(238)

(221)

(44)

—

(298)

(11)

(874)
Recoveries

—

—

99

—

1

30

—

130
Provision for credit losses

(30)

656

169

120

(390)

420

165

1,110
Ending balance

$
1,128

$
1,790

$
437

$
893

$
2,799

$
1,695

$
378

$
9,120

Allowance allocated to:
















individually evaluated for impairment

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—
collectively evaluated for impairment

$
1,128

$
1,790

$
437

$
893

$
2,799

$
1,695

$
378

$
9,120
Loans and leases:




Ending balance

$
115,753

$
411,213

$
80,303

$
232,771

$
442,449

$
367,856

$
50,675

$
1,701,020
individually evaluated for impairment

$
933

$
12,530

$
914

$
225

$
2,608

$
1,862

$
287

$
19,359
collectively evaluated for impairment

$
114,820

$
398,683

$
79,389

$
232,546

$
439,841

$
365,994

$
50,388

$
1,681,661

At December 31, 2019








Commercial real estate

Commercial




Construction

Residential real estate

owner

non-owner

loans

Consumer

(in thousands)

and land

first lien

junior lien

occupied

occupied

and leases

loans

Total
Allowance for credit losses:















Beginning balance

$
741

$
1,170

$
292

$
735

$
4,057

$
2,644

$
234

$
9,873
Charge-offs

(282)

(518)

(532)

(46)

(2,026)

(622)

(210)

(4,236)
Recoveries

80

-

115

-

17

357

2

571
Provision for credit losses

717

1,604

603

99

920

(276)

526

4,193
Ending balance

$
1,256

$
2,256

$
478

$
788

$
2,968

$
2,103

$
552

$
10,401
Allowance allocated to:















individually evaluated for impairment

$
-

$
-

$
-

$
-

$
-

$
500

$
-

$
500
collectively evaluated for impairment

$
1,256

$
2,256

$
478

$
788

$
2,968

$
1,603

$
552

9,901
Loans and leases:













Ending balance

$
128,285

$
437,409

$
74,164

$
241,795

$
444,052

$
372,872

$
46,936

$
1,745,513
individually evaluated for impairment

$
481

$
13,131

$
786

$
566

$
1,725

$
2,360

$
127

$
19,176
collectively evaluated for impairment

$
127,804

$
424,278

$
73,378

$
241,229

$
442,327

$
370,512

$
46,809

$
1,726,337

When potential losses are identified, a specific provision and/or charge-off may be taken, based on the then current likelihood of repayment, that is at least in the amount of the collateral deficiency, and any potential collection costs, as determined by the independent third party appraisal.
Loans that are considered impaired are subject to the completion of an impairment analysis. This analysis highlights any potential collateral deficiencies. A specific amount of impairment is established based on the Bank’s calculation of the probable loss inherent in the individual loan. The actual occurrence and severity of losses involving impaired credits can differ substantially from estimates.

Table of Contents

Credit risk profile by portfolio segment based upon internally assigned ~~risk assignments~~credit quality indicators are presented below:

June 30, 2020








Commercial real estate

Commercial



Paycheck


Construction

Residential real estate

owner

non-owner

loans

Consumer

Protection

(in thousands)

and land

first lien

junior lien

occupied

occupied

and leases

loans

Program

Total
Credit quality indicators:


















Not classified

$
128,220

$
396,686

$
66,065

$
241,501

$
453,361

$
341,285

$
46,558

$
193,719

$
1,867,395
Special mention

—

—

—

2,501

1,064

10,477

—

—

14,042
Substandard

347

12,716

1,365

800

626

1,237

102

—

17,193
Doubtful

—

—

—

—

—

—

—

—

—
Total loans and leases

$
128,567

$
409,402

$
67,430

$
244,802

$
455,051

$
352,999

$
46,660

$
193,719

$
1,898,630

March 31, 2020
Commercial real estate Commercial
Construction Residential real estate owner non-owner loans Consumer

December 31, 2019








Commercial real estate

Commercial






Construction

Residential real estate

owner

non-owner

loans

Consumer

(in thousands) and land first lien junior lien occupied occupied and leases loans Total

and land

first lien

junior lien

occupied

occupied

and leases

loans

Total
Credit quality indicators:
















Not classified $ 130,502 $ 416,318 $ 70,213 $ 248,441 $ 446,054 $ 387,973 $ 44,632 $ 1,744,133

$
127,804

$
425,247

$
73,378

$
241,229

$
442,327

$
370,837

$
46,809

$
1,727,631
Special mention - - - - - - - -

—

—

—

—

—

—

—

—
Substandard 478 12,470 832 477 1,835 1,092 102 17,286

481

12,162

786

566

1,725

2,035

127

17,882
Doubtful - - - - - - - -

—

—

—

—

—

—

—

—
Total $ 130,980 $ 428,788 $ 71,045 $ 248,918 $ 447,889 $ 389,065 $ 44,734 $ 1,761,419
Total loans and leases

$
128,285

$
437,409

$
74,164

$
241,795

$
444,052

$
372,872

$
46,936

$
1,745,513
December 31, 2019
Commercial real estate Commercial
Construction Residential real estate owner non-owner loans Consumer
(in thousands) and land first lien junior lien occupied occupied and leases loans Total
Credit quality indicators:
Not classified $ 127,804 $ 425,247 $ 73,378 $ 241,229 $ 442,327 $ 370,837 $ 46,809 $ 1,727,631
Special mention - - - - - - - -
Substandard 481 12,162 786 566 1,725 2,035 127 17,882
Doubtful - - - - - - - -
Total $ 128,285 $ 437,409 $ 74,164 $ 241,795 $ 444,052 $ 372,872 $ 46,936 $ 1,745,513

·● Special Mention- A Special Mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.
·● Substandard- Substandard loans and leases are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans and leases so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
·● Doubtful- Loans and leases classified Doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.
14
Loans and leases classified Special Mention, Substandard, Doubtful or Loss are reviewed at least quarterly to determine their appropriate classification. All commercial loan and lease relationships are reviewed annually. Non-classified residential mortgage loans and consumer loans are not evaluated unless a specific event occurs to raise the awareness of a possible credit deterioration.

Table of Contents

An aged analysis of past due loans are as follows:

March 31, 2020
Commercial real estate Commercial
Construction Residential real estate owner non-owner loans Consumer

June 30, 2020








Commercial real estate

Commercial



Paycheck


Construction

Residential real estate

owner

non-owner

loans

Consumer

Protection

(in thousands) and land first lien junior lien occupied occupied and leases loans Total

and land

first lien

junior lien

occupied

occupied

and leases

loans

Program

Total
Analysis of past due loans and leases:


















Accruing loans and leases current $ 130,502 $ 409,466 $ 68,545 $ 248,103 $ 445,290 $ 387,097 $ 44,596 $ 1,733,599

$
128,220

$
394,957

$
64,873

$
244,002

$
454,217

$
351,466

$
46,414

$
193,719

$
1,877,868
Accruing loans and leases past due:

30-59 days past due - 6,844 1,083 - 628 619 28 9,202
60-89 days past due - - 525 - - 649 7 1,181
30‑59 days past due

—

—

1,068

—

76

264

9

—

1,417
60‑89 days past due

—

1,306

124

—

182

32

135

—

1,779
Greater than 90 days past due - 973 60 338 194 - 1 1,566

—

423

—

—

—

—

—

—

423
Total past due - 7,817 1,668 338 822 1,268 36 11,949

—

1,729

1,192

—

258

296

144

—

3,619

Non-accrual loans and leases¹ 478 11,505 832 477 1,777 700 102 15,871

347

12,716

1,365

800

576

1,237

102

—

17,143














Total loans and leases $ 130,980 $ 428,788 $ 71,045 $ 248,918 $ 447,889 $ 389,065 $ 44,734 $ 1,761,419

$
128,567

$
409,402

$
67,430

$
244,802

$
455,051

$
352,999

$
46,660

$
193,719

$
1,898,630

December 31, 2019
Commercial real estate Commercial
Construction Residential real estate owner non-owner loans Consumer

December 31, 2019








Commercial real estate

Commercial






Construction

Residential real estate

owner

non-owner

loans

Consumer

(in thousands) and land first lien junior lien occupied occupied and leases loans Total

and land

first lien

junior lien

occupied

occupied

and leases

loans

Total
Analysis of past due loans and leases:
















Accruing loans and leases current $ 127,804 $ 418,668 $ 71,634 $ 241,062 $ 442,132 $ 370,877 $ 46,776 $ 1,718,953

$
127,804

$
418,668

$
71,634

$
241,062

$
442,132

$
370,877

$
46,776

$
1,718,953
Accruing loans and leases past due:

30-59 days past due - 3,312 748 - 195 35 19 4,309
60-89 days past due - 3,220 996 167 - - 14 4,397
30‑59 days past due

—

3,312

748

—

195

35

19

4,309
60‑89 days past due

—

3,220

996

167

—

—

14

4,397
Greater than 90 days past due - 47 - - - - - 47

—

47

—

—

—

—

—

47
Total past due - 6,579 1,744 167 195 35 33 8,753

—

6,579

1,744

167

195

35

33

8,753

Non-accrual loans and leases¹ 481 12,162 786 566 1,725 1,960 127 17,807

481

12,162

786

566

1,725

1,960

127

17,807

Total loans and leases $ 128,285 $ 437,409 $ 74,164 $ 241,795 $ 444,052 $ 372,872 $ 46,936 $ 1,745,513

$
128,285

$
437,409

$
74,164

$
241,795

$
444,052

$
372,872

$
46,936

$
1,745,513

¹ ~~Included are acquired credit impaired loans where the Company amortizes the accretable discount into interest income, however these loans do not accrue interest based on the terms of the loan.~~
Included are acquired credit impaired loans where the Company amortizes the accretable discount into interest income, however these loans do not accrue interest based on the terms of the loan.
Total loans either in non-accrual status or in excess of 90 days delinquent totaled ~~$17.4~~$17.6 million or ~~1.0%~~0.93% of total loans outstanding at ~~March 31,~~June 30, 2020, which represents a decrease from $17.9 million, or 1.0%, at December 31, 2019.

Table of Contents

The Company had no impaired leases or PPP loans at ~~March 31,~~June 30, 2020, June 30, 2019, and December 31, 2019. The impaired loans at ~~March 31,~~June 30, 2020, June 30, 2019, and December 31, 2019 are as follows:

March 31, 2020
Commercial real estate Commercial
Construction Residential real estate owner non-owner loans Consumer

June 30, 2020








Commercial real estate

Commercial




Construction

Residential real estate

owner

non-owner

loans

Consumer

(in thousands) and land first lien junior lien occupied occupied and leases loans Total

and land

first lien

junior lien

occupied

occupied

and leases

loans

Total
Impaired loans:
















Recorded investment¹ $ 478 $ 12,470 $ 832 $ 477 $ 1,777 $ 1,092 $ 102 $ 17,228

$
347

$
13,679

$
1,365

$
800

$
576

$
1,619

$
102

$
18,488
With an allowance recorded - - - - - - - -

—

—

—

—

—

—

—

—
With no related allowance recorded 478 12,470 832 477 1,777 1,092 102 17,228

347

13,679

1,365

800

576

1,619

102

18,488
Related allowance - - - - - - - -

—

—

—

—

—

—

—

-
Unpaid principal 663 13,723 1,030 474 2,081 1,646 105 19,722

533

14,893

1,564

811

615

2,161

105

20,682
Six months ended:

Average balance of impaired loans 793 14,999 1,208 478 2,106 2,039 105 21,728

667

16,052

1,765

817

648

2,544

105

22,598
Interest income recognized 1 138 8 - 3 12 - 162

—

204

29

5

11

21

—

270
Three months ended:

Average balance of impaired loans

666

16,026

1,758

816

647

2,538

105

22,556
Interest income recognized

—

93

21

5

7

11

—

137

June 30, 2019









Commercial real estate

Commercial




Construction

Residential real estate

owner

non-owner

loans

Consumer

(in thousands)

and land

first lien

junior lien

occupied

occupied

and leases

loans

Total
Impaired loans:
















Recorded investment ¹

$
933

$
12,530

$
914

$
225

$
2,608

$
1,862

$
287

$
19,359
With an allowance recorded

—

—

—

—

—

—

—

—
With no related allowance recorded

933

12,530

914

225

2,608

1,862

287

19,359
Related allowance

—

—

—

—

—

—

—

—
Unpaid principal

1,322

13,818

1,135

246

4,363

3,097

302

24,283
Six months ended:

Average balance of impaired loans

1,459

15,171

1,385

247

4,480

3,536

313

26,591
Interest income recognized

—

138

33

8

13

14

5

211
Three months ended:

Average balance of impaired loans

1,454

15,154

1,370

247

4,457

3,525

313

26,520
Interest income recognized

—

86

26

8

6

10

4

140

December 31, 2019








Commercial real estate

Commercial




Construction

Residential real estate

owner

non-owner

loans

Consumer

(in thousands)

and land

first lien

junior lien

occupied

occupied

and leases

loans

Total
Impaired loans:
















Recorded investment ¹

$
481

$
13,131

$
786

$
566

$
1,725

$
2,360

$
127

$
19,176
With an allowance recorded

—

—

—

—

—

554

—

554
With no related allowance recorded

481

13,131

786

566

1,725

1,806

127

18,622
Related allowance

—

—

—

—

—

500

—

500
Unpaid principal

667

14,371

986

583

2,023

3,584

130

22,344
Average balance of impaired loans

814

15,586

1,338

594

2,105

4,392

141

24,970
Interest income recognized

5

400

106

30

11

195

1

748

Table of Contents

¹
15
Included are acquired credit impaired loans where the Company amortizes the accretable discount into interest income, however these loans do not accrue interest based on the terms of the loan.

December 31, 2019
Commercial real estate Commercial
Construction Residential real estate owner non-owner loans Consumer
(in thousands) and land first lien junior lien occupied occupied and leases loans Total
Impaired loans:
Recorded investment¹ $ 481 $ 13,131 $ 786 $ 566 $ 1,725 $ 2,360 $ 127 $ 19,176
With an allowance recorded - - - - - 554 - 554
With no related allowance recorded 481 13,131 786 566 1,725 1,806 127 18,622
Related allowance - - - - - 500 - 500
Unpaid principal 667 14,371 986 583 2,023 3,584 130 22,344
Average balance of impaired loans 814 15,586 1,338 594 2,105 4,392 141 24,970
Interest income recognized 5 400 106 30 11 195 1 748
¹~~Included are acquired credit impaired loans where the Company amortizes the accretable discount into interest income, however these loans do not accrue interest based on the terms of the loan.~~
Included in the total impaired loans above were non-accrual loans of ~~$15.9~~$17.1 million and $17.8 million at ~~March 31,~~June 30, 2020 and December 31, 2019, respectively. Interest income that would have been recorded if non-accrual loans had been current and in accordance with their original terms was ~~$133~~$338 thousand and ~~$388~~$534 thousand for the ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019, respectively.
Loans may have their terms restructured (e.g., interest rates, loan maturity date, payment and amortization period, etc.) in circumstances that provide payment relief to a borrower experiencing financial difficulty. Such restructured loans are considered impaired loans that may either be in accruing status or non-accruing status. Non-accruing restructured loans may return to accruing status provided there is a sufficient period of payment performance in accordance with the restructure terms. Loans may be removed from the restructured category in the year subsequent to the restructuring if they have performed based on all of the restructured loan terms.
The Company had no troubled debt restructured (“TDR”) leases or PPP loans at ~~March 31,~~June 30, 2020 and December 31, 2019. The TDR loans at ~~March 31,~~June 30, 2020 and December 31, 2019 are as follows:

March 31, 2020
Number Non-Accrual Number Accrual Total

June 30, 2020


Number

Non-Accrual

Number

Accrual

Total
(dollars in thousands) of Loans Status of Loans Status TDRs

of Loans

Status

of Loans

Status

TDRs
Construction and land 1 $ 124 - $ - $ 124
Residential real estate - first lien 2 269 2 965 1,234

2

$
261

2

$
963

$
1,224
Commercial loans and leases 1 414 2 367 781

1

414

2

363

777
4 $ 807 4 $ 1,332 $ 2,139

3

$
675

4

$
1,326

$
2,001

December 31, 2019
Number Non-Accrual Number Accrual Total

December 31, 2019


Number

Non-Accrual

Number

Accrual

Total
(dollars in thousands) of Loans Status of Loans Status TDRs

of Loans

Status

of Loans

Status

TDRs
Construction and land 1 $ 125 - $ - $ 125

1

$
125

—

$
—

$
125
Residential real estate - first lien 2 274 2 968 1,242

2

274

2

968

1,242
Commercial loans and leases 1 414 2 367 781

1

414

2

367

781
4 $ 813 4 $ 1,335 $ 2,148

4

$
813

4

$
1,335

$
2,148
16

A summary of TDR modifications outstanding and performing under modified terms is as follows:

March 31, 2020
Not Performing Performing
Related to Modified to Modified Total

June 30, 2020




Not Performing

Performing


Related

to Modified

to Modified

Total
(in thousands) Allowance Terms Terms TDRs

Allowance

Terms

Terms

TDRs
Construction and land
Extension or other modification $ - $ 124 $ - $ 124
Residential real estate - first lien






Extension or other modification - 269 965 1,234

$
—

$
261

$
963

$
1,224
Commercial loans








Extension or other modification - - 367 367

—

—

363

363
Forbearance - 414 - 414

—

414

—

414
Total troubled debt restructured loans $ - $ 807 $ 1,332 $ 2,139

$
—

$
675

$
1,326

$
2,001

December 31, 2019
Not Performing Performing
Related to Modified to Modified Total
(in thousands) Allowance Terms Terms TDRs
Construction and land
Extension or other modification $ - $ 125 $ - $ 125
Residential real estate - first lien
Extension or other modification - 274 968 1,242
Commercial loans
Extension or other modification - - 367 367
Forbearance - 414 - 414
Total troubled debt restructured loans $ - $ 813 $ 1,335 $ 2,148

Table of Contents

December 31, 2019




Not Performing

Performing


Related

to Modified

to Modified

Total
(in thousands)

Allowance

Terms

Terms

TDRs
Construction and land








Extension or other modification

$
—

$
125

$
—

$
125
Residential real estate - first lien







Extension or other modification

—

274

968

1,242
Commercial loans








Extension or other modification

—

—

367

367
Forbearance

—

414

—

414
Total troubled debt restructured loans

$
—

$
813

$
1,335

$
2,148

~~On March 22, 2020,~~The CARES Act permits financial institutions to suspend requirements under GAAP for certain loan modifications to borrowers affected by COVID-19 that would otherwise be characterized as TDRs. In addition, federal banking regulators issued, shortly before the CARES Act was enacted, an interagency statement that included guidance on their approach for the accounting of loan modifications in light of the economic impact of the COVID-19 pandemic. The guidance interprets current accounting standards and indicates that a lender can conclude that a borrower is not experiencing financial difficulty if short-term modifications are made in response to COVID-19, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant related to the loans in which the borrower is less than 30 days past due on its contractual payments at the time a modification program is implemented. The agencies confirmed in working with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs.

The Company provided COVID-19 related loan modifications to both commercial and retail customers, on a case by case basis, in the form of payment deferrals for periods up to six months. As of ~~March 31,~~June 30, 2020, a total of ~~$101~~$291.4 million of loans (or ~~5.7%~~17.1% of total loans and leases) were performing under some form of deferral or other payment relief. This compares to $347.0 million (19.7% of total loans and leases) that the ~~loan portfolio) had been modified through~~Company disclosed as of May 8, 2020. As of August 6, 2020, $159.0 million of loans (or 8.4% of total loans and leases) were performing under some form of deferral or other payment ~~deferrals.~~
relief.
There were no0 new ~~loans restructured~~TDRs during the ~~three~~six months ended ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2019.
Performing TDRs were in compliance with their modified terms and there are no further commitments associated with these loans. During the three months ended ~~March 31,~~June 30, 2020 and 2019 there were no TDRs that subsequently defaulted within twelve months of their modification dates.
Management routinely evaluates other real estate owned (“OREO”) based upon periodic appraisals. For the ~~three~~six months ended ~~March 31,~~June 30, 2020 the Bank recorded a ~~$21~~$257 thousand valuation allowance on ~~one~~three unimproved ~~parcel~~parcels of land because the current appraised value (based on a new appraisal), less estimated ~~cost~~costs to sell, was lower than the recorded carrying value of the OREO. For the ~~three~~six months ended ~~March 31,~~June 30, 2020 ~~and 2019~~ there ~~were no new loans~~was one residential first mortgage loan totaling $51 thousand transferred from loans to OREO. The Company sold several ~~properties~~parcels of land and one commercial real estate property held as OREO during the ~~three~~six months ended ~~March 31,~~June 30, 2020, reducing OREO by ~~$755~~$405 thousand and resulting in a loss of $28 thousand. ~~There~~For the six month period ending June 30, 2019, there was one residential first mortgage loan totaling $375 thousand transferred from loans to OREO, a valuation allowance of $65 thousand was recorded, and no OREO properties were ~~no sales of OREO during the three months ended March 31, 2019.~~sold. At ~~March 31,~~June 30, 2020 there ~~were two loans~~was one loan secured by a residential first ~~liens totaling $2.4~~lien of $2.3 million and one commercial real estate loan of $42 thousand in the process of foreclosure.

Table of Contents

Note 6:  Derivatives and Hedging Activities
Non-designated Hedges of Interest Rate Risk

The Company maintains interest rate swap contracts with customers that are classified as non-designated hedges and are not speculative in nature. These agreements are designed to convert customer’s variable rate loans with the Company to fixed rate. These interest rate swaps are executed with loan customers to facilitate a respective risk management strategy and allow the customer to pay a fixed rate of interest to the Company. These interest rate swaps are simultaneously hedged by executing offsetting interest rate swaps with unrelated market counterparties to minimize the net risk exposure to the Company resulting from the transactions and allow the Company to receive a variable rate of interest. The interest rate swaps pay and receive interest based on a floating rate based on one month LIBOR plus credit spread with payment being calculated on the notional amount. The interest rate swaps are settled with varying maturities.
17
As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. The fair value of the interest rate swap derivatives are recorded in other assets and other liabilities. All changes in fair value are recorded through earnings as noninterest income. For the ~~three~~six months ended ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2019, the Company recorded a net loss of $8$9 thousand and $2$6 thousand, respectively related to the change in fair value of these interest rate swap derivatives.
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet at ~~March 31,~~June 30, 2020 and December 31, 2019:

March 31, 2020
Balance Sheet Notional Estimated Fair Value

June 30, 2020

Balance Sheet

Notional

Estimated Fair Value
(dollars in thousands) Location Amount Gain Loss

Location

Amount

Gain

Loss
Not designated hedges of interest rate risk:








Customer related interest rate contracts:








Matched interest rate swaps with borrowers Other assets and

Other assets and other liabilities

$
2,748

$
404

$
—
   other liabilities $ 2,800 $ 415 $ -
Matched interest rate swaps with counterparty Other assets and

Other assets and other liabilities

$
2,748

$
—

$
423
   other liabilities $ 2,800 $ - $ 419

December 31, 2019
Balance Sheet Notional Estimated Fair Value
(dollars in thousands) Location Amount Gain Loss
Not designated hedges of interest rate risk:
Customer related interest rate contracts:
Matched interest rate swaps with borrowers Other assets and
   other liabilities $ 2,853 $ 217 $ -
Matched interest rate swaps with counterparty Other assets and
   other liabilities $ 2,853 $ - $ 228

December 31, 2019

Balance Sheet

Notional

Estimated Fair Value
(dollars in thousands)

Location

Amount

Gain

Loss
Not designated hedges of interest rate risk:


Customer related interest rate contracts:








Matched interest rate swaps with borrowers

Other assets and other liabilities

$
2,853

$
217

$
—
Matched interest rate swaps with counterparty

Other assets and other liabilities

$
2,853

$
—

$
228

Note 7:  Goodwill and Other Intangible Assets
Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset would more-likely-than-not reduce the fair value below the carrying amount. The Bank has ~~one~~1 reporting unit, which is the core banking operation. The Company performs its annual impairment evaluation in the fourth quarter.

Table of Contents

Due to the COVID-19 pandemic and the related economic fallout, including most specifically, declining stock prices at both the Company and peer banks, the Federal Reserve’s significant reduction in interest rates, and other business and market considerations, the Company performed an interim goodwill impairment analysis as of June 30, 2020. Based on this analysis, the estimated fair value of the Company was less than book value, resulting in a $34.5 million impairment charge, recorded in noninterest expense, in the second quarter of 2020. This was a non-cash charge to earnings and had no impact on the Company’s regulatory capital ratios, cash flows, or liquidity position.
The table below shows goodwill balances at:



(in thousands)

Goodwill:


December 31, 2019

$
65,949
Goodwill impairment

(34,500)
June 30, 2020

$
31,449
(in thousands) March 31, 2020 December 31, 2019
Goodwill
Banking $ 65,949 $ 65,949

Core deposit intangibles represent the estimated value of long-term deposit relationships acquired in either business combinations or other purchases of deposits and are amortized based upon the estimated economic benefits received. The gross carrying amount and accumulated amortization of other intangible assets are as follows:

March 31, 2020 Weighted
Gross Net Average
Carrying Accumulated Carrying Remaining Life

June 30, 2020

Weighted


Gross



Net

Average

Carrying

Accumulated

Carrying

Remaining Life
(in thousands) Amount Amortization Amount (Years)

Amount

Amortization

Amount

(Years)
Amortizing intangible assets:








Core deposit intangible $ 16,135 $ 8,365 $ 7,770 3.5

$
16,135

$
9,045

$
7,090

3.2

December 31, 2019 Weighted
Gross Net Average
Carrying Accumulated Carrying Remaining Life

December 31, 2019

Weighted


Gross



Net

Average

Carrying

Accumulated

Carrying

Remaining Life
(in thousands) Amount Amortization Amount (Years)

Amount

Amortization

Amount

(Years)
Amortizing intangible assets:








Core deposit intangible $ 16,135 $ 7,666 $ 8,469 3.7

$
16,135

$
7,666

$
8,469

3.7

Estimated future amortization expense for amortizing intangibles are as follows:

(in thousands)


2020

$
1,295
2021

2,326
2022

1,915
2023

1,298
2024

256
Total amortizing intangible assets

$
7,090

18
(in thousands)
2020 $ 1,975
2021 2,326
2022 1,915
2023 1,298
2024 256
Total amortizing intangible assets $ 7,770

Note 8:  Leases
The Company has operating leases on land and buildings with remaining lease terms ranging from 2020 to 2030. Many of the leases include renewal options, with renewal terms generally extending up to 10 years.

Table of Contents

In 2019, with the execution of the Company’s branch optimization initiative, under which the closing of three branch locations and the consolidation of two other existing branch locations was announced, a $3.6 million charge to noninterest expenses, primarily related to the early termination of existing lease arrangements for the closing locations, was recorded in the second quarter of 2019. The closing of the three locations occurred in the third quarter of 2019, and the consolidation of the two branch locations into a single new location occurred in the first quarter of 2020. The early termination of these leases reduced the initial $18.0 million in ~~ROU~~right-of-use (“ROU”) assets recorded on January 1, 2019 to $14.5 million at December 31, 2019. In the first quarter of 2020, the opening of the new location noted above increased ROU assets by $2.0 million.
Operating leases included the following at:

(in thousands) March 31, 2020 December 31, 2019

June 30, 2020

December 31, 2019
Operating Leases

Operating leases ROU assets $                15,674 $                      14,092

$
15,312

$
14,092
Operating lease liabilities $ 16,134 $ 14,507

$
15,805

$
14,507

The components of lease expense were as follows:

March 31,

Six months ended June 30,

Three months ended June 30,
(in thousands) 2020 2019

2020

2019

2020

2019
Operating lease cost $ 364 $ 550

$
784

$
1,080

$
420

$
530
Sublease income (168 ) (185 )

(344)

(293)

(176)

(108)
Amortization of ROU assets 45 -

77

82

32

82
$ 241 $ 365

$
517

$
869

$
276

$
504
19

Lease liability maturities are as follows:

(in thousands)




2020 $ 1,285

$
855

2021 1,662

1,662

2022 1,520

1,520

2023 1,372

1,372

2024 1,170

1,170

Thereafter 13,033

13,033

Total future lease payments $ 20,042

$
19,612

Discount of cash flows (3,908 )

(3,807)

Present value on net future lease payments $ 16,134

$
15,805

Weighted average remaining term in years 6.64

6.47

Weighted average discount rate 2.89 %

2.89
%

Table of Contents

Note 9:  Deposits
The following table details the composition of deposits and the related percentage mix of total deposits, respectively, at the dates indicated:

March 31, 2020 December 31, 2019
% of % of

June 30, 2020

December 31, 2019

% of

% of

(dollars in thousands) Amount Total Amount Total

Amount

Total

Amount

Total

Noninterest-bearing demand $ 483,499 27 % $ 468,975 27 %

$
671,598

37
%
$
468,975

27
%
Interest-bearing checking 173,739 10 183,447 11

186,768

10

183,447

11

Money market accounts 356,469 20 360,711 21

383,031

21

360,711

21

Savings
134,060 7 130,141 7

146,148

7

130,141

7

Certificates of deposit $250 and over 66,713 4 77,782 5

65,769

4

77,782

5

Certificates of deposit under $250 574,419 32 493,309 29

377,360

21

493,309

29

Total deposits $ 1,788,899 100 % $ 1,714,365 100 %

$
1,830,674

100
%
$
1,714,365

100
%

Note 10:  Stock Options and Stock Awards
The Company’s equity incentive plan provides for awards of nonqualified and incentive stock options as well as vested and non-vested common stock awards. As of ~~March 31,~~June 30, 2020, ~~456,263~~417,844 shares are reserved for issuance pursuant to future grants under the Company’s stock incentive plan. Employee stock options can be granted with exercise prices at the fair market value (as defined within the plan) of the stock at the date of grant and with terms of up to ten years and typically vest over a three to five year period. Except as otherwise permitted in the plan, upon termination of employment for reasons other than retirement, permanent disability or death, the option exercise period is reduced or the options are canceled.
Stock awards may also be granted to non-employee members of the Company’s board of directors (the “Board of Directors” or “Board”) as compensation for attendance and participation at meetings of the Board of Directors and meetings of the various committees of the Board. For the ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019, the Company issued 8,151 and 4,802 shares of common stock, respectively, to directors as compensation for their service.
Stock Options
The fair value of the Company’s stock options granted as compensation is estimated on the measurement date, which, for the Company, is the date of grant. The fair value of stock options is calculated using the Black-Scholes option-pricing model under which the Company estimates expected market price volatility and expected term of the options based on historical data and other factors. There were no0 stock options granted during the ~~three~~six months ended ~~March 31,~~June 30, 2020, while there were 25,000 options granted for the year ended December 31, 2019.
20
30

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The following table summarizes the Company’s stock option activity and related information for the periods ended:

March 31, 2020 December 31, 2019
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price

June 30, 2020

December 31, 2019




Weighted



Weighted

Average

Average

Exercise

Exercise

Shares

Price

Shares

Price
Balance at January 1, 25,000 $ 14.54 15,268 $ 8.76

25,000

$
14.54

15,268

$
8.76
Granted - - 25,000 14.54

—

—

25,000

14.54
Exercised - - (13,418 ) 8.58

—

—

(13,418)

8.58
Forfeited - - (1,850 ) 10.10

—

—

(1,850)

10.10
Balance at period end 25,000 $ 14.54 25,000 $ 14.54

25,000

$
14.54

25,000

$
14.54
Exercisable at period end 8,337 $ - - $ -

8,337

$
14.54

—

$
—
Weighted average fair value of options
granted during the year N/A $ 5.83
Weighted average fair value of options granted during the year



N/A



$
5.83

NoNaN stock options were exercised for the ~~three~~six months ended ~~March 31,~~June 30, 2020. The cash received from the exercise of stock options was ~~$77~~$105 thousand for the ~~three~~six months ended ~~March 31,~~June 30, 2019. The intrinsic value of a stock option is the amount that the market value of the underlying stock exceeds the exercise price of the option. Based upon a fair market value of ~~$10.86~~$10.62 at ~~March 31,~~June 30, 2020, the options outstanding had no0 aggregate intrinsic value. At ~~March~~December 31, 2019, based upon a fair market value of ~~$14.81,~~$16.88, the options outstanding had an aggregate intrinsic value of ~~$77~~$59 thousand. At ~~March 31,~~June 30, 2020, based on stock options outstanding at the time, the total unrecognized pre-tax compensation expense related to unvested options was ~~$89~~$77 thousand.

Restricted Stock Units (“RSU”)

RSUs are equity awards where the recipient does not receive the stock immediately, but instead receives it according to a vesting plan and distribution schedule after achieving required performance milestones or upon remaining with the employer for a particular length of time. Each RSU that vests entitles the recipient to receive one share of the Company’s common stock on a specified issuance date. The recipient does not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the shares underlying awarded RSUs until the recipient becomes the record holder of those shares. The valuation of the Company’s RSUs is the closing price per share of the Company’s common stock on the date of grant.
The Company granted ~~100,000~~156,947 RSUs during the first ~~quarter~~six months of 2020, subject to a five-year vesting schedule. The Company granted 18,500 RSUs during the first ~~quarter~~six months of 2019, subject to a three-year vesting schedule.
A summary of the activity for the Company’s RSUs for the periods indicated is presented in the following table:

March 31, 2020 December 31, 2019
Weighted Weighted
Average Average
Grant Date Grant Date
Shares Fair Value Shares Fair Value

June 30, 2020

December 31, 2019




Weighted



Weighted

Average

Average

Grant Date

Grant Date

Shares

Fair Value

Shares

Fair Value
Balance at January 1, 11,032 $ 17.48 9,731 $ 17.29

11,032

$
17.48

9,731

$
17.29
Granted 100,000 18.00 26,500 15.16

156,947

14.87

26,500

15.16
Vested - (6,699 ) 16.13

(834)

19.85

(6,699)

16.13
Forfeited - (18,500 ) 14.54

—

(18,500)

14.54
Balance at period end 111,032 $ 17.95 11,032 $ 17.48

167,145

$
15.02

11,032

$
17.48

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31

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At ~~March 31,~~June 30, 2020, based on RSUs outstanding at that time, the total unrecognized pre-tax compensation expense related to unvested RSUs was ~~$1.9~~$2.0 million. Based upon the contractual terms, this expense is expected to be recognized as follows:

(in thousands)


2020 $ 314

$
269
2021 404

509
2022 397

480
2023 360

390
2024 360

363
2025 30

32
$ 1,865

$
2,043

Stock-Based Compensation Expense
Stock-based compensation expense attributable to stock options and RSUs is based on their fair values on the measurement date, which, for the Company, is the date of the grant. This cost is then recognized in noninterest expense on a straight-line basis over the vesting period of the respective stock options and RSUs. The amount that the Company recognized in stock-based compensation expense related to the issuance of stock options and RSUs as well as director compensation paid in stock is presented in the following table:

Three months ended
March 31,

Six months ended

Three months ended

June 30,

June 30,
(in thousands) 2020 2019

2020

2019

2020

2019
Stock-based compensation expense








Related to the issuance of restricted stock and RSUs $ 91 $ 42

$
217

$
112

$
126

$
62
Related to the issuance of stock options 12 8

24

—

12

—
Director compensation paid in stock 137 62

137

62

—

—
Total stock-based compensation expense $ 240 $ 112

$
378

$
174

$
138

$
62

Note 11: Benefit Plans
Profit Sharing Plan
The Company sponsors a defined contribution retirement plan through a Section 401(k) profit sharing plan. Employees may contribute up to 15% of their pretax compensation. Participants are eligible for matching Company contributions up to 4% of eligible compensation dependent on the level of voluntary contributions. Company matching contributions totaled ~~$301~~$468 thousand and ~~$277~~$540 thousand, respectively, for the ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019. The Company’s matching contributions vest immediately.
Supplemental Executive Retirement Plan (“SERP”)
In 2014, the Bank created a SERP for the Chief Executive Officer ~~(“CEO”~~("CEO"). This plan was amended in 2016. Under the defined benefit SERP, the CEO will receive $150,000 each year for 15 years after attainment of the Normal Retirement Age (as defined in the SERP). The CEO earned vesting on a graduated schedule and she became fully vested on August 25, 2019, which had been established for purposes of the SERP as the commencement date for SERP distributions. Expense related to this SERP totaled ~~$19~~$37 thousand and ~~$53~~$105 thousand for the ~~three~~six month periods ending ~~March 31,~~June 30, 2020 and 2019, respectively.
Employee Stock Purchase Plan
The 2017 Employee Stock Purchase Plan (the “Plan”) provides eligible employees of the Company and certain of its subsidiaries with opportunities to purchase shares of the Company’s common stock. An aggregate of 250,000 shares of the Company’s common stock was approved for issuance under the Plan. The Plan is intended to qualify as an “employee stock purchase plan” as defined in Section 423 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and shall be interpreted consistent therewith. There was no0 expense related to this plan for the ~~three month periods~~six months ended ~~March 31, 2020 or~~June 30, 2020. The expense related to the Company's contribution to the Plan totaled $19 thousand for the six months ended June 30, 2019.
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Note 12: Net (Loss) Income per Common Share
The table below shows the presentation of basic and diluted net (loss) income per common share for the periods indicated:

Three months ended
March 31,

Six months ended

Three months ended

June 30,

June 30,
(dollars in thousands, except per share data) 2020 2019

2020

2019

2020

2019
Net income available to common stockholders (numerator) $ 3,343 $ 4,256
Net (loss) income available to common stockholders (numerator)

$
(26,066)

$
6,344

$
(29,409)

$
2,088
BASIC








Basic average common shares outstanding (denominator) 18,867,087 19,052,694

18,791,378

19,056,953

18,715,669

19,061,164
Basic income per common share $ 0.18 $ 0.22
Basic (loss) income per common share

$
(1.39)

$
0.33

$
(1.57)

$
0.11
DILUTED

Average common shares outstanding 18,867,087 19,052,694

18,791,378

19,056,953

18,715,669

19,061,164
Dilutive effect of common stock equivalents 47,864 14,097

—

14,367

—

6,460
Diluted average common shares outstanding (denominator) 18,914,951 19,066,791

18,791,378

19,071,320

18,715,669

19,067,624
Diluted income per common share $ 0.18 $ 0.22

Common stock equivalents outstanding that are
anti-dilutive and thus excluded from calculation of
diluted number of shares presented above - 25,000
Diluted (loss) income per common share

$
(1.39)

$
0.33

$
(1.57)

$
0.11








Because the Company reported a loss for both 2020 periods, common stock equivalents were excluded from the calculation of diluted average shares outstanding, as their inclusion would have resulted in a lower diluted loss per share.

81,761

—

59,466

—
Common stock equivalents outstanding that are anti-dilutive and thus excluded from calculation of diluted number of shares presented above

25,000

25,000

25,000

25,000

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33

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Note 13: Regulatory Capital
The following table reflects Bancorp’s and the Bank’s capital at ~~March 31,~~June 30, 2020 and December 31, 2019:

To be well
capitalized under
the FDICIA
For capital prompt corrective
Actual adequacy purposes (1) action provisions

To be well

capitalized under

the FDICIA

For capital

prompt corrective

Actual

adequacy purposes (1)

action provisions

(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio

Amount

Ratio

Amount

Ratio

Amount

Ratio

As of March 31, 2020:
As of June 30, 2020:













Total capital (to risk-weighted assets)













Howard Bank $ 245,246 13.06 % $ 150,208 8.00 % $ 187,760 10.00 %

$
256,374

14.00
%
$
146,503

8.00
%
$
183,129

10.00
%
Howard Bancorp $ 247,926 13.16 % $ 150,670 8.00 % N/A

$
258,943

14.09
%
$
147,022

8.00
%

N/A

Common equity tier 1 capital

(to risk-weighted assets)

Howard Bank $ 231,862 12.35 % $ 84,492 4.50 % $ 122,044 6.50 %

$
240,018

13.11
%
$
82,408

4.50
%
$
119,034

6.50
%
Howard Bancorp $ 206,253 10.95 % $ 84,752 4.50 % N/A

$
214,249

11.66
%
$
82,700

4.50
%

N/A

Tier 1 capital (to risk-weighted assets)

Howard Bank $ 231,862 12.35 % $ 112,656 6.00 % $ 150,208 8.00 %

$
240,018

13.11
%
$
109,877

6.00
%
$
146,503

8.00
%
Howard Bancorp $ 206,253 10.95 % $ 113,003 6.00 % N/A

$
214,249

11.66
%
$
110,267

6.00
%

N/A

Tier 1 capital (to average assets)

(Leverage ratio)

Howard Bank $ 231,862 10.25 % $ 90,473 4.00 % $ 113,092 5.00 %

$
240,018

10.33
%
$
92,931

4.00
%
$
116,163

5.00
%
Howard Bancorp $ 206,253 9.10 % $ 90,707 4.00 % N/A

$
214,249

9.18
%
$
93,308

4.00
%

N/A

As of December 31, 2019:

Total capital (to risk-weighted assets)

Howard Bank $ 238,384 12.86 % $ 148,314 8.00 % $ 185,392 �� 10.00 %

$
238,384

12.86
%
$
148,314

8.00
%
$
185,392

10.00
%
Howard Bancorp $ 247,761 13.14 % $ 150,872 8.00 % N/A

$
247,761

13.14
%
$
150,872

8.00
%

N/A

Common equity tier 1 capital

(to risk-weighted assets)

Howard Bank $ 227,983 12.30 % $ 83,427 4.50 % $ 120,505 6.50 %

$
227,983

12.30
%
$
83,427

4.50
%
$
120,505

6.50
%
Howard Bancorp $ 209,119 11.09 % $ 84,866 4.50 % N/A

$
209,119

11.09
%
$
84,866

4.50
%

N/A

Tier 1 capital (to risk-weighted assets)

Howard Bank $ 227,983 12.30 % $ 111,235 6.00 % $ 148,314 8.00 %

$
227,983

12.30
%
$
111,235

6.00
%
$
148,314

8.00
%
Howard Bancorp $ 209,119 11.09 % $ 113,154 6.00 % N/A

$
209,119

11.09
%
$
113,154

6.00
%

N/A

Tier 1 capital (to average assets)

(Leverage ratio)

Howard Bank $ 227,983 10.43 % $ 87,434 4.00 % $ 109,293 5.00 %

$
227,983

10.43
%
$
87,434

4.00
%
$
109,293

5.00
%
Howard Bancorp $ 209,119 9.55 % $ 87,599 4.00 % N/A

$
209,119

9.55
%
$
87,599

4.00
%

N/A

(1)  Amounts shown exclude the capital conservation buffer of 2.50%. Under the Federal Reserve’s Small Bank Holding Company Policy Statement, Bancorp is not subject to the minimum capital adequacy and capital conservation buffer capital requirements at the holding company level, unless otherwise advised by the FRB (such capital requirements are applicable only at the Bank level). Although the minimum regulatory capital requirements are not applicable to Bancorp, the Company calculates these ratios for its own planning and monitoring purposes.

Bancorp and the Bank met all capital adequacy requirements to which they are subject as of ~~March 31,~~June 30, 2020 and December 31, 2019.

24
34

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Note 14: Contingencies

In the ordinary course of business, the Company and its subsidiaries are routinely defendants in or parties to pending and threatened legal and regulatory actions and proceedings. The most significant of these is described below. In view of the inherent difficulty of predicting the outcome of such matters, particularly where the claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, the Company generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines or penalties related to each matter may be. The Company establishes an accrued liability when those matters present loss contingencies that are both probable and estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. The Company thereafter continues to monitor such matters for further developments that could affect the amount of the accrued liability that has been previously established.

Potential mortgage origination claims

The Bank has been notified of potential claims stemming from certain mortgages originated at First Mariner Bank prior to its merger into the Bank. While 0 lawsuit has been filed with respect to such potential claims, the Bank has engaged in confidential discussions related to the potential claims. Significant management judgment, which involves a variety of assumptions, estimates and known and unknown uncertainties, is required to assess whether a related loss resulting from such potential claims is probable and estimable, such that an accrued liability should be established. The Company has accrued a liability of $1.0 million with respect to these potential claims. It is not possible to determine the outcome of these potential claims, and the amount of the accrued liability is subject to change as additional information becomes available. The Company believes it is reasonably possible that the amount of the actual loss may be greater than the amount accrued. However, the Company is currently unable to reasonably estimate the amount or range of additional loss, if any, that is reasonably possible, due in significant part to (a) the preliminary nature of the potential claims, (b) the fact that no complaint has been filed and, accordingly, no discovery has been conducted, (c) potential damages related to the claims are currently unsubstantiated, and (d) uncertainty as to the legal and factual determinations that would be made during any potential litigation related to the claims.

Based on current knowledge, management does not believe that losses resulting from these potential claims in excess of the accrued liability, if any, will have a material adverse effect on the consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved, some of which are beyond the Company’s control, an adverse outcome or settlement with respect to these potential claims could be material to the Company’s results of operations for any particular reporting period.

Note 15: Fair Value

FASB ASC Topic 820 “Fair Value Measurements” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an 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. FASB ASC Topic 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Company utilizes fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

Table of Contents

Under FASB ASC Topic 820, the Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine the fair value. These hierarchy levels are:

Level 1: Valuations for assets and liabilities traded in active exchange markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities which use observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in active markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

A financial ~~instrument's~~instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Recurring Fair Value Measurements

All classes of investment securities available for sale are recorded at fair value using an industry-wide valuation service and therefore fall into a Level 2 of the fair value hierarchy. The service uses evaluated pricing models that vary based on asset class and include available trade, bid and other market information. Various methodologies include broker quotes, proprietary models, descriptive terms and conditions databases, and quality control programs.

Fair value of loans held for sale is based upon outstanding investor commitments or, in the absence of such commitments, based on current investor yield requirements or third party pricing models and are considered Level 2. Gains and losses on loan sales are determined using specific identification method. Changes in fair value are recognized in the Consolidated Statement of Operations as part of realized and unrealized gain on mortgage banking activities.

Interest rate lock commitments are recorded at fair value determined as the amount that would be required to settle each of these derivatives at the balance sheet date. In the normal course of business, the Company enters into contractual interest rate lock commitments to extend credit to borrowers with fixed expiration dates. The commitment becomes effective when the borrowers lock in a specified interest rate within the time frames established by the mortgage division. All borrowers are evaluated for credit worthiness prior to the extension of the commitment. Market risk arises if interest rates move adversely between the time interest rate is locked by the borrower and the sale date of the loan to an investor. To mitigate this interest rate risk inherent in providing rate lock commitments to borrowers, the Company enters into best effort forward sales contracts to sell loans to investors. The forward sales contracts lock in an interest rate price for the sale of loans similar to the specific rate lock commitment. Rate lock commitments to the borrowers through the date the loan closes are undesignated derivatives and accordingly, are marked to fair value in earnings. These valuations fall into a Level 3 of the fair value hierarchy. The rate lock commitments are deemed as Level 3 inputs because the Company applies an estimated pull-through rate, which is deemed an unobservable measure.

For loans held for investment that were originally intended to be sold and previously included as loans held for sale, fair value is determined by discounting estimated cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Table of Contents

The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis at ~~March 31,~~June 30, 2020 and December 31, 2019.

March 31, 2020 Quoted Price in Significant
Active Markets Other Significant
Carrying for Identical Observable Unobservable
Value Assets Inputs Inputs

June 30, 2020



Quoted Price in

Significant


Active Markets

Other

Significant

Carrying

for Identical

Observable

Unobservable

Value

Assets

Inputs

Inputs
(in thousands) (Fair Value) (Level 1) (Level 2) (Level 3)

(Fair Value)

(Level 1)

(Level 2)

(Level 3)
Assets








Available for sale securities:








U.S. Government agencies $ 81,894 $                       - $ 81,894 $                  -

$
79,615

$
—

$
79,615

$
—
Mortgage-backed securities 187,824 - 187,824 -

191,826

—

191,826

—
Other investments 5,534 - 5,534 -

5,448

—

5,448

—
Loans held for sale 3,795 - 3,795 -
Loans held for investment 958 - 958 -

3,346

—

3,346

—
Interest rate swap assets 415 - 415 -

404

—

404

—
Liabilities








Interest rate swap liabilities 419 - 419 -

423

—

423

—

December 31, 2019 Quoted Price in Significant



Quoted Price in

Significant


Active Markets Other Significant
Carrying for Identical Observable Unobservable
Value Assets Inputs Inputs

Active Markets

Other

Significant

Carrying

for Identical

Observable

Unobservable

Value

Assets

Inputs

Inputs
(in thousands) (Fair Value) (Level 1) (Level 2) (Level 3)

(Fair Value)

(Level 1)

(Level 2)

(Level 3)
Assets

Available for sale securities:








U.S. Government agencies $ 67,312 $                  - $ 67,312 $                -

$
67,312

$
—

$
67,312

$
—
Mortgage-backed securities 142,699 - 142,699 -

142,699

—

142,699

—
Other investments 5,494 - 5,494 -

5,494

—

5,494

—
Loans held for sale 30,710 - 30,710 -

30,710

—

30,710

—
Loans held for investment 997 - 997 -

997

—

997

—
Rate lock commitments 60 - - 60

60

—

—

60
Interest rate swap assets 217 - 217 -

217

—

217

—
Liabilities

Interest rate swap liabilities 228 - 228 -

228

—

228

—

The following table presents a reconciliation of the assets that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the periods presented:


June 30,

December 31,
(in thousands) March 31, 2020 December 31, 2019

2020

2019
Balance, beginning of period $ 60 $ 126

$
60

$
126
Privately held equity investment - -
Net losses included in realized and unrealized gains on mortgage banking activity in noninterest income (60 ) (66 )
Net losses included in realized and unrealized gains

on mortgage banking activity in noninterest income

(60)

(66)
Balance, end of period $ - $ 60

$
—

$
60

26
37

Table of Contents

Assets under fair value option:

March 31, 2020 Carrying Aggregate
Fair Value Unpaid

June 30, 2020

Carrying

Aggregate


Fair Value

Unpaid

(in thousands) Amount Principal Difference

Amount

Principal

Difference
Loans held for sale $ 3,795 $ 3,759 $ 36
Loans held for investment 958 950 8

3,346

3,283

63

December 31, 2019 Carrying Aggregate

Carrying

Aggregate


Fair Value Unpaid

Fair Value

Unpaid

(in thousands) Amount Principal Difference

Amount

Principal

Difference
Loans held for sale $ 30,710 $ 29,969 $ 741

$
30,710

$
29,969

$
741
Loans held for investment 997 966 31

997

966

31

The Company elected to measure the loans held for sale and the loans held for investment that were originally intended for sale, but instead were added to the Bank’s portfolio at fair value, to better align reported results with the underlying economic changes in value of the loans on the Company’s balance sheet.
Non-recurring Fair Value Measurements
Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence. In the absence of such evidence, management's best estimate is used.
Impaired loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or market value. Market value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy. Collateral may be real estate and/or business assets including equipment, inventory and/or accounts receivable. The value of real estate collateral is determined based on appraisal by qualified licensed appraisers hired by the Company. The value of business equipment, inventory and accounts receivable collateral is based on the net book value on the business' financial statements and, if necessary, discounted based on management's review and analysis. Appraised and reported values may be discounted based on management's historical knowledge, changes in market conditions from the time of valuation, and/or management's expertise and knowledge of the client and client's business. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above.
Other real estate owned acquired through, or in lieu of, foreclosure (“OREO”) are held for sale and are initially recorded at fair value, less selling costs. Any write-downs to fair value at the time of transfer to OREO are charged to the allowance for credit losses. Values are derived from appraisals of underlying collateral and discounted cash flow analysis. A valuation loss of ~~$21~~$257 thousand was recognized for the ~~three~~six months ended ~~March 31,~~June 30, 2020 and noa $65 thousand valuation loss was recorded for the ~~same period on~~six months ended June 30, 2019. ~~This charge was~~Charges were for declines in the value of OREO subsequent to foreclosure. OREO is classified within Level 3 of the hierarchy.
Net (loss)/gain included in earnings from the changes in fair value of loans held for sale was ~~$(257)~~$(274) thousand and ~~$72~~$290 thousand at ~~March 31,~~June 30, 2020 and 2019, respectively. There was a net ~~gains~~gain included in earnings from the ~~changes~~change in fair value of loans held for investment of $8$63 thousand for the ~~first quarter of~~six months ended June 30, 2020 and ~~$56~~$31 thousand for the ~~first quarter~~six months ended June 30, 2019.

Table of ~~2019.~~Contents

The following table sets forth the Company’s financial assets and liabilities that were accounted for or disclosed at fair value on a nonrecurring basis at ~~March 31,~~June 30, 2020 and December 31, 2019:

March 31, 2020 Quoted Price in Significant
Active Markets Other Significant
Carrying for Identical Observable Unobservable
Value Assets Inputs Inputs

June 30, 2020



Quoted Price in

Significant



Active Markets

Other

Significant

Carrying

for Identical

Observable

Unobservable

Value

Assets

Inputs

Inputs
(in thousands) (Fair Value) (Level 1) (Level 2) (Level 3)

(Fair Value)

(Level 1)

(Level 2)

(Level 3)
Other real estate owned $ 2,322 $ - $ - $ 2,322

$
2,137

$
—

$
—

$
2,137
Impaired loans:





Construction and land 478 - - 478

347

—

—

347
Residential - first lien 12,470 - - 12,470

13,679

—

—

13,679
Residential - junior lien 832 - - 832

1,365

—

—

1,365
Commercial - owner occupied 477 - - 477

800

—

—

800
Commercial - non-owner occupied 1,777 - - 1,777

576

—

—

576
Commercial loans and leases 1,092 - - 1,092

1,619

—

—

1,619
Consumer 102 - - 102

102

—

—

102
Total impaired loans 17,228 - - 17,228

18,488

18,488

December 31, 2019



Quoted Price in

Significant


Active Markets

Other

Significant

Carrying

for Identical

Observable

Unobservable

Value

Assets

Inputs

Inputs
(in thousands)

(Fair Value)

(Level 1)

(Level 2)

(Level 3)
Other real estate owned

$
3,098

$
—

$
—

$
3,098
Impaired loans:






Construction and land

481

—

—

481
Residential - first lien

13,131

—

—

13,131
Residential - junior lien

786

—

—

786
Commercial - owner occupied

566

—

—

566
Commercial - non-owner occupied

1,725

—

—

1,725
Commercial loans and leases

1,860

—

—

1,860
Consumer

127

—

—

127
Total impaired loans

18,676

18,676
27
December 31, 2019 Quoted Price in Significant
Active Markets Other Significant
Carrying for Identical Observable Unobservable
Value Assets Inputs Inputs
(in thousands) (Fair Value) (Level 1) (Level 2) (Level 3)
Other real estate owned $ 3,098 $                 - $ - $ 3,098
Impaired loans:
Construction and land 481 -            - 481
Residential - first lien 13,131 - - 13,131
Residential - junior lien 786 - - 786
Commercial - owner occupied 566 - - 566
Commercial - non-owner occupied 1,725 - - 1,725
Commercial loans and leases 1,860 - - 1,860
Consumer 127 - - 127
Total impaired loans 18,676 - - 18,676

At ~~March 31,~~June 30, 2020, OREO consisted of an outstanding balance of $3.5 million, less a valuation allowance of ~~$1.2~~$1.4 million. At December 31, 2019, OREO consisted of an outstanding balance of $4.6 million, less a valuation allowance of $1.5 million. A specific allocation of the allowance for credit losses attributable to impaired loans at December 31, 2019 was $500 thousand.
Various techniques are used to value OREO and impaired loans. All loans for which the underlying collateral is real estate, either construction, land, commercial, or residential, an independent appraisal is used to identify the value of the collateral. The approaches within the appraisal report include sales comparison, income, and replacement cost analysis. The resulting value will be adjusted by a selling cost of 9.5% and the residual value will be used to determine if there is an impairment. Commercial loans and leases and consumer loans utilize a liquidation approach to the impairment analysis.
The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are based on quoted market prices where available or calculated using present value techniques. Since quoted market prices are not available on many of our financial instruments, estimates may be based on the present value of estimated future cash flows and estimated discount rates.

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The following table presents the estimated fair value of the Company’s financial instruments at the dates indicated:

March 31, 2020
Quoted Price in Significant
Active Markets Other Significant
for Identical Observable Unobservable
Carrying Fair Assets Inputs Inputs

June 30, 2020






Quoted Price in

Significant



Active Markets

Other

Significant

for Identical

Observable

Unobservable

Carrying

Fair

Assets

Inputs

Inputs
(in thousands) Amount Value (Level 1) (Level 2) (Level 3)

Amount

Value

(Level 1)

(Level 2)

(Level 3)
Financial Assets










Available for sale securities $ 275,252 $ 275,252 $ - $ 275,252 $ -

$
276,889

$
276,889

$
—

$
276,889

$
—
Held to maturity securities 7,750 7,850 - - 7,850

7,250

7,195

—

—

7,195
Nonmarketable equity securities 16,757 16,757 - 16,757 -

12,592

12,592

—

12,592

—
Loans held for sale 3,795 3,795 - 3,795 -
Loans held for investment 958 958          - 958 -

3,346

3,346

—

3,346

—
Loans and leases¹ 1,747,077 1,755,134 - - 1,755,134

1,878,928

1,889,696

—

—

1,889,696
Interest rate swap 415 415 - 415 -

404

404

—

404

—
Financial Liabilities



Deposits 1,788,899 1,787,004 - 1,787,004 -

1,830,674

1,828,613

—

1,828,613

—
Customer repos and fed funds purchased 5,321 5,321 - 5,321 -
Customer repos and other borrowings

37,834

37,834

5,321

FHLB advances 344,000 351,560 - 351,560 -

246,000

249,079

—

249,079

—
Subordinated debt 28,290 28,290 - 28,290 -

28,339

28,339

—

28,339

—
Interest rate swap 419 419 - 419 -

423

423

—

423

—

December 31, 2019






Quoted Price in

Significant



Active Markets

Other

Significant

for Identical

Observable

Unobservable

Carrying

Fair

Assets

Inputs

Inputs
(in thousands)

Amount

Value

(Level 1)

(Level 2)

(Level 3)
Financial Assets










Available for sale securities

$
215,505

$
215,505

$
—

$
215,505

$
—
Held to maturity securities

7,750

7,897

—

—

7,897
Nonmarketable equity securities

14,152

14,152

—

14,152

—
Loans held for sale

30,710

30,710

—

30,710

—
Loans held for investment

997

997

—

997

—
Rate lock commitments

60

60

—

—

60
Loans and leases ¹

1,734,115

1,735,013

—

—

1,735,013
Interest rate swap

217

217

—

217

—
Financial Liabilities








Deposits

1,714,365

1,713,081

—

1,713,081

—
Customer repos and other borrowings

6,127

6,127

6,127

FHLB advances

285,000

288,731

—

288,731

—
Subordinated debt

28,241

28,241

—

28,241

—
Interest rate swap

228

228

—

228

—

(1)  Carrying amount is net of unearned income and allowance for loan and lease losses. In accordance with the prospective adoption of ASU No. 2016-01, the fair value of loans were measured using an exit price notion at periods presented.
28

40
December 31, 2019
Quoted Price in Significant
Active Markets Other Significant
for Identical Observable Unobservable
Carrying Fair Assets Inputs Inputs
(in thousands) Amount Value (Level 1) (Level 2) (Level 3)
Financial Assets
Available for sale securities $ 215,505 $ 215,505 $ - $ 215,505 $ -
Held to maturity securities 7,750 7,897 - - 7,897
Nonmarketable equity securities 14,152 14,152 - 14,152 -
Loans held for sale 30,710 30,710 - 30,710 -
Loans held for investment 997 997 - 997 -
Rate lock commitments 60 60 - - 60
Loans and leases¹ 1,734,115 1,735,013 - - 1,735,013
Interest rate swap 217 217 - 217 -
Financial Liabilities
Deposits 1,714,365 1,713,081 - 1,713,081 -
Customer repos and fed funds purchased 6,127 6,127 - 6,127 -
FHLB advances 285,000 288,731 - 288,731 -
Subordinated debt 28,241 28,241 - 28,241 -
Interest rate swap 228 228 - 228 -
~~(1)~~ Carrying amount is net of unearned income and allowance for loan and lease losses. In accordance with the prospective adoption of ASU No. 2016-01, the fair value of loans were measured using an exit price notion at periods presented.
29
Table of Contents
~~Item 2.~~
Item 2.          Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion of our consolidated financial condition as of ~~March 31,~~June 30, 2020, as compared to December 31, 2019, and our results of operations for the six and three month periods ended ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2019. This discussion and analysis should be read in conjunction with our unaudited Consolidated Financial Statements and related notes as well as the financial and statistical data appearing elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2019. Historical results of operations and the percentage relationships among any amounts included, and any trends that may appear, may not indicate results of operations for any future periods.
We have made, and will continue to make, various forward-looking statements with respect to financial, business and economic matters. Comments regarding our business that are not historical facts are considered forward-looking statements that involve inherent risks and uncertainties. Actual results may differ materially from those contained in these forward-looking statements. For additional information regarding our cautionary disclosures, see the cautionary note regarding “Forward-Looking Statements” at the beginning of this report.
In this report, unless the context suggests otherwise, references to the “Company” refer to Howard Bancorp, Inc. and references to “we,” “us,” and “our” mean the combined business of the Company and the Bank and its wholly-owned subsidiaries.
General
Howard Bancorp, Inc. is the holding company for Howard Bank. Howard Bank was formed in 2004. Howard Bank’s business has consisted primarily of originating both commercial and real estate loans secured by property in our market area. We are headquartered in Baltimore, Maryland. We consider our primary market area to be the Greater Baltimore Metropolitan Area. We engage in a general commercial banking business, making various types of loans and accepting deposits. We market our financial services primarily to small- and medium-sized businesses and their owners, professionals and executives, and high-net-worth individuals. Our loans are primarily funded by core deposits of customers in our market.
Recent Business Developments
On December 18, 2019, we entered into an agreement to release certain management members of our mortgage division from their employment contracts and allow those individuals to create a limited liability company (“LLC”) for the purpose of hiring our 91 remaining mortgage employees. We also agreed to transfer ownership of the domain name “VAmortgage.com” to the newly created LLC. In consideration of the release of the employment agreements, the transfer of our mortgage employees, and the sale of the domain name, the LLC paid us $750 thousand. Under the agreement, there iswas a transition period of approximately 45 days, after which we agreed to cease originating residential first lien mortgage loans and exit our mortgage banking activities. Accordingly, we completed processing the residential first lien mortgage pipeline by the end of the first quarter of 2020 and the remaining loans held for sale were sold during the second quarter of 2020. In order to manage future loan run-off within our residential mortgage loan portfolio, we plan on buying first lien residential mortgage loans, on a servicing released basis, from both the LLC and other third-party originators.
30
While our mortgage banking activities were marginally profitable in two of the last three years and our decision to exit this activity ~~will eliminate~~eliminates that source of income, we believe that the exit of these activities will have a negligible impact on our net income over the next twelve months and will improve our efficiency ratio. Most importantly, we believe that exiting these activities will allow us to focus resources on growing our more profitable and less volatile commercial banking business that represents our core competency. We expect that this renewed focus will more than replace the marginal levels of net income from our mortgage banking activities within the next twelve months. While we estimate that the after tax income from these activities in 2019 was $1.6 million, the operating expenses we attributed to the mortgage banking activities represented only direct costs and did not include shared services expense for staff and support activities such as loan operations, wire transfer operations, human resources, finance, internal audit, and compliance. If we had allocated these shared services expenses to our mortgage banking activities, the financial returns on our mortgage banking activities would have been even less. The exit of our mortgage banking activities is discussed in Note 2 to the Consolidated Financial Statements.
41

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Recent Events - COVID-19

In December 2019, a novel strain of coronavirus (COVID-19) ~~was reported to have~~ surfaced in China, and has since spread to ~~a number of~~many other countries, including the United States. In March 2020, the World Health Organization declared COVID-19 a global pandemic and the United States declared a National Public Health Emergency. The COVID-19 pandemic has severely restricted the level of economic activity in our markets. In response to the COVID-19 pandemic, the State of Maryland and most other states ~~have taken~~took preventative or protective actions, such as imposing restrictions on travel and business operations, advising or requiring individuals to limit or forego their time outside of their homes, and ordering temporary closures of businesses that ~~have been~~were deemed to be non-essential. ~~Within our local markets, there has been an abrupt slowdown in commercial~~Although many businesses have begun to reopen, some states, including Maryland, have since experienced a resurgence of COVID-19 cases, which may further slow overall economic activity ~~resulting from actions announced by the State of Maryland between the March 5 disclosure of the first confirmed cases of COVID-19 in the state~~and recovery. Uncertainty also remains regarding if, how and when schools will reopen and the ~~March 23 executive order closing all non-essential businesses in~~impact of such reopening decisions on the ~~state as well as a dramatic rise in the unemployment rate in our market area.~~

While our business has been designated an essential business, which allows us to continue to serve our customers, we serve many customers that have been deemed, or who are employed by businesses that have been deemed, to be non-essential. And many of our customers that have been categorized to date as essential businesses, or who are employed by businesses that have been categorized as essential businesses, have been adversely affected by the COVID-19 pandemic.

economy.

The impact of the COVID-19 pandemic is fluid and continues to evolve. The unprecedented and rapid spread of COVID-19 ~~pandemic~~ and its associated impacts on trade (including supply chains and export levels), travel, employee productivity, unemployment, consumer spending, and other economic activities has resulted in less economic activity, lower equity market valuations and significant volatility and disruption in financial ~~markets, and has had an adverse effect on our business and results of operations.~~markets. In addition, due to the COVID-19 pandemic, market interest rates have declined significantly, with the 10-year Treasury bond falling below 1.00% on March 3, 2020 for the first ~~time.~~time, and declining further to 0.65% as of June 30, 2020. On March 3, 2020, the Federal Open Market Committee reduced the targeted federal funds interest rate range by 50 basis points to 1.00% to 1.25%. This range was further reduced to 0% to 0.25% percent on March 16, 2020. These reductions in interest rates and the other effects of the COVID-19 pandemic ~~has~~have had, and isare expected to continue to have, possibly materially, an adverse effect on our business, financial condition, and results of operations. The ultimate extent of the impact of the COVID-19 pandemic on our business, financial condition and results of operations is currently uncertain and will depend on various developments and other factors, including, among others, the duration and scope of the pandemic, as well as governmental, regulatory and private sector responses to the pandemic, and the associated impacts on the economy, financial markets and our customers, employees and vendors.

Our business, financial condition and results of operations generally rely upon the ability of our borrowers to repay their loans, the value of collateral underlying our secured loans, and demand for loans and other products and services we offer, which are highly dependent on the business environment in our primary market and in the United States as a whole.

Our COVID-19 Operational Response

Our response has continued to evolve since the first confirmed case of COVID-19 was reported in Maryland on March 5. We have implemented the following measures in an effort to ensure the safety of both our customers and employees while continuing to serve our customers during this challenging period:

	·●	Twelve of the Bank’s fifteen branches remain accessible to customers – nine through drive thru capabilities and all twelve through pre-scheduled meetings.

	·●	Encouraged utilization of our mobile, online, ATM, and other banking channels to limit personal contact.

	·●	Implemented a work-from-home policy for substantially all employees other than branch personnel.

	·●	Added one week of paid time off to all full-time employees to be used in either 2020 or 2021, to acknowledge long hours devoted to providing extraordinary customer service.

	·●	Implemented deep cleaning procedures at all branch locations and other bank facilities.

·●

~~Changed~~Instituted mandatory social distancing policies and wearing of masks for employees working in bank facilities.

●

Held the annual meeting of stockholders toas a virtual meeting.

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Lending Operations and Accommodations to Borrowers

We ~~immediately understood~~have actively participated in the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”) established under the Coronavirus Aid, Relief and Economic Security Act (“CARES” Act) that was enacted on March 27, 2020. Among other provisions, the CARES Act created the $349 billion PPP loan program for loans to ~~challenges~~small businesses for, among other things, payroll, group health care benefit costs and qualifying mortgage, rent and utility payments. The Paycheck Protection Program and Healthcare Enhancement Act of 2020 (the “PPPHE Act”), was enacted on April 24, 2020. Among other things, the PPPHE Act provided an additional $310 billion of funding for the PPP of which, $30 billion is specifically allocated for use by banks and other insured depository institutions that have assets between $10 billion and $50 billion.

The Paycheck Protection Program Flexibility Act of 2020” (the “PPPF Act”) was enacted in June 2020 and modifies the PPP as follows: (i) establishes a minimum maturity of five years for all loans made after the enactment of the PPPF Act and permits an extension of the maturity of existing loans to five years if the borrower and lender agree; (ii) extends the “covered period” of the CARES Act from June 30, 2020, to December 31, 2020; (iii) extends the eight-week “covered period” for expenditures that qualify for forgiveness to the earlier of 24 weeks following loan origination or December 31, 2020; (iv) extends the deferral period for payment of principal, interest and fees to the date on which the forgiveness amount is remitted to the lender by the SBA; (v) requires the borrower to use at least 60% (down from 75%) of the proceeds of the loan for payroll costs, and up to 40% (up from 25%), for other permitted purposes, as a condition to obtaining forgiveness of the loan; (vi) delays from June 30, 2020 to December 31, 2020 the date by which employees must be rehired to avoid a reduction in the amount of forgiveness of a loan, and creates a “rehiring safe harbor” that allows businesses to remain eligible for loan forgiveness if they make a good-faith attempt to rehire employees or hire similarly qualified employees, but are unable to do so, or are able to document an inability to return to pre-COVID-19 levels of business activity due to compliance with social distancing measures; and (vii) allows borrowers to receive both loan forgiveness under the PPP and the payroll tax deferral permitted under the CARES Act, rather than having to choose which of the two would be more advantageous.

In July 2020, the CARES Act was amended to extend, through August 8, 2020, the SBA’s authority to make commitments under the PPP. The SBA’s existing authority had previously expired on June 30, 2020. We are continuing to monitor the potential development of additional legislation and further actions taken by the U.S. government.

At June 30, 2020, we had originated $199.0 million of loans under the PPP. During the first phase of the program, which commenced on April 3, we funded 777 loans totaling $178.7 million. During phase 2, which commenced on April 27, we funded an additional 251 loans totaling $20.3 million through June 30. The average loan size under phase 1 and phase 2 of the PPP program was $230 thousand and $82 thousand, respectively. We will continue to support our ~~lending~~ customers throughout the duration of this program. Total processing fees from the SBA for the PPP loans originated through June 30 were ~~facing,~~$6.6 million and ~~we proactively reached out to commercial customers.~~were deferred. In addition, $770 thousand of origination costs were deferred. The net deferred fees are being accreted as a yield adjustment over the contractual term of the underlying PPP loans. The effective yield of our PPP portfolio is 2.53%. The PPP loans generated pretax income of $1.0 million, or $0.04 after tax per share, in the second quarter of 2020. PPP loans, net of unearned income, totaled $193.7 million at June 30, 2020.

During this unprecedented situation, we ~~provided loan modifications to both~~have also established client assistance programs, including offering commercial and retail customers loan modifications, on a case by case basis, in the form of payment deferrals for periods up to six months, as discussed below.

Certain information in this report is presented with respect to “portfolio loans,” a non-GAAP measure defined as total loans (which term includes leases), but excluding our PPP loans. We believe that portfolio loan related measures provide additional useful information for purposes of evaluating our results of operations and financial condition with respect to the second quarter of 2020 and comparing it to other periods, since the PPP loans are guaranteed by the SBA, were not subject to traditional loan underwriting standards, and a substantial portion of these loans are expected to be forgiven and repaid by the SBA in the next six to nine months. We commenced making loans under the PPP program in the second quarter of 2020. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures is presented below under “Use of Non-GAAP Measures.”

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As of ~~March 31,~~June 30, 2020, a total of ~~$101~~$291.4 million of loans ~~(or 5.7%~~(representing 15.3% of ~~the loan portfolio) had been modified through~~total loans and leases or 17.1% of portfolio loans) were performing under some form of deferral or other payment ~~deferrals. As~~relief. By comparison, $347.0 million (representing 19.7% of total loans and leases at March 31, 2020) were performing under some form of deferral or other payment relief as of May 8, 2020. As of August 6, 2020, ~~this number had grown to $347~~$159.0 million ~~(or 19.7%~~ of ~~the loan portfolio).~~loans (representing 8.4% of total loans and leases or 9.3% of portfolio loans at June 30, 2020) were performing under some form of deferral or other payment relief. We expect that some requests for payment ~~deferrals~~deferral extensions will continue during the ~~second quarter.~~third quarter while other borrowers currently on payment deferral will resume payments.

The CARES Act permits financial institutions to suspend requirements under GAAP for certain loan modifications to borrowers affected by COVID-19 that would otherwise be characterized as TDRs. In ~~accordance with~~addition, federal banking regulators issued, shortly before the CARES Act was enacted, an interagency statement that included guidance ~~issued~~on their approach for the accounting of loan modifications in ~~March 2020, these short term~~light of the economic impact of the COVID-19 pandemic. The guidance interprets current accounting standards and indicates that a lender can conclude that a borrower is not experiencing financial difficulty if short-term modifications are made in response to COVID-19, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are ~~not considered troubled debt restructurings if~~insignificant related to the loans in which the borrower is less than 30 days past due on its contractual payments at the time a modification program is implemented. The agencies confirmed in working with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs.

We have also temporarily ceased making collection calls, are temporarily waiving a higher proportion of late fees assessed for consumer loans, and have paused new foreclosure and repossession actions. We will continue to re-evaluate these temporary actions based on the ongoing COVID-19 pandemic. These programs may negatively impact our revenue and other results of operations in the near term and, if not effective in mitigating the effect of COVID-19 on our customers, may adversely affect our business and results of operations more substantially over a longer period of time. Future governmental actions may require these and other types of customer-related responses.

We have also actively participated in the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”) established under the Coronavirus Aid, Relief and Economic Security Act (“CARES” Act). During the first phase of this program, which commenced on April 3, we processed 856 applications that resulted in 797 PPP loan approvals totaling $185.0 million. As of May 8, 2020, we have funded $179.5million of the first phase approvals. The processing fees we expect to receive from the SBA for originating the first phase PPP loans are estimated at approximately $5.8 million; these fees will be deferred and amortized as a yield adjustment in interest income over the life of the loans. In addition, we are continuing to support our customers through our participation in the second phase of this program, which commenced on April 27. As of May 8, 2020, we have processed 190 applications that have resulted in 185 PPP loan approvals totaling $14.7 million, with $9.1 million of the second phase approvals funded. We expect to receive an estimated additional $555 thousand in processing fees from the SBA for the second phase approvals through May 8. Over 150 members of our team (60% of the workforce) were involved in this effort.

Impact on Our Results of Operation and Financial Condition

We are monitoring the impact of the COVID-19 pandemic on our results of operation and financial condition. While ~~we did~~it has not yet ~~have~~had a significant impact to our financial condition as of ~~March 31,~~June 30, 2020, in the form of incurred losses or any communications from our borrowers that significant losses were imminent, we nevertheless determined it prudent to increase our allowance for credit losses by ~~$3.0~~$6.0 million in the first ~~quarter~~six months of 2020, related to changes in qualitative factors, primarily as a result of the abrupt slowdown in commercial economic activity related to COVID-19, as well as the dramatic rise in the unemployment rate in our market area.Our allowance for credit losses for periods ending after ~~March 31,~~June 30, 2020 may be materially impacted by the COVID-19 pandemic.

~~We will continue~~In addition, due to ~~monitor~~ the ~~impact of COVID-19 on our business, operating results, cash flows, and financial condition, including the valuation of goodwill. If the COVID-19~~ pandemic ~~extends beyond a few more months~~ and the ~~economy continues~~related economic fallout, including most specifically, declining stock prices at both the Company and peer banks, the Federal Reserve’s significant reduction in interest rates, and other business and market considerations, we performed an interim goodwill impairment analysis as of June 30, 2020. Based on this analysis, the estimated fair value of the Company was less than book value, resulting in a $34.5 million impairment charge, recorded in noninterest expense, in the second quarter of 2020. This was a non-cash charge to ~~deteriorate, we will have to reevaluate the~~earnings and had no impact on our ~~financial condition and possible impairment of goodwill.~~regulatory capital ratios, cash flows, or liquidity position.

Capital and Liquidity

As of ~~March 31,~~June 30, 2020, all of our capital ratios were in excess of all regulatory requirements. While we believe that we have sufficient capital to withstand an extended economic recession brought about by the COVID-19 pandemic, our reported and regulatory capital ratios could be adversely impacted by credit losses.

We ~~believe there could be~~anticipated potential stresses on liquidity management as a result of the COVID-19 pandemic and our participation in the PPP. ~~As customers manage their own~~We built on-balance sheet liquidity ~~stress, we could experience an~~during the first quarter of 2020 in anticipation of a possible increase in the utilization of existing lines of credit or decreases in customer deposits. ~~To manage~~Since these events didn’t materialize, in part due to the various actions initiated by the Federal Reserve to provide market liquidity, we reduced this ~~risk, we increased our interest-bearing deposits with banks by $83.0 million in the first quarter of 2020. Since we believe there is sufficient~~on-balance sheet liquidity ~~in the market at this time, we plan~~ to ~~reduce these balances~~pre-COVID-19 levels during the second quarter of 2020.

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The Federal Reserve ~~has~~ created the Paycheck Protection Program Lending Facility (“PPPLF”), a lending facility that will allow us to obtain funding specifically for loans that we make under the PPP, ~~which will~~and allow us to retain existing sources of liquidity for our traditional operations. ~~We have been approved by~~Borrowings under the Federal Reserve Bank of ~~Richmond~~Richmond’s (“FRB”) PPPLF were $31.1 million at June 30, 2020. While we had originally planned to ~~pledge~~use the PPPLF as the funding source for all PPP loans, ~~as collateral on borrowings from~~strong customer deposit growth and the ~~PPPLF, and we intend to utilize~~availability of alternative short-term funding sources at a lower cost resulted in the ~~PPPLF.~~

limited usage during the quarter.

Financial Highlights

Financial highlights during the ~~three~~six months ended ~~March 31,~~June 30, 2020 are as follows:

·●

~~Our~~We reported a net ~~income was $3.3~~loss of $26.1 million, or ~~$0.18~~a loss of $1.39 per diluted common share in the first ~~quarter~~six months of 2020; this compares to net income of ~~$4.3~~$6.3 million, or ~~$0.22~~$0.33 per diluted common share in the first ~~quarter~~six months of 2019.

·●

~~First~~A goodwill impairment charge of $34.5 million (or a loss of $1.84 per share) was recorded in the second quarter ~~2020 results included~~of 2020. The impairment charge is a non-cash charge that does not affect regulatory capital ratios, liquidity, or our overall financial strength.

●

We recorded a provision for credit losses of ~~$3.4~~$6.4 million, a ~~$1.7~~$3.6 million increase from the first ~~quarter~~six months of ~~2019 ($0.07 after tax per share decrease in earnings per common share (“EPS”)).~~2019.

·●

~~First quarter 2020 results also included a one-time $1.2 million tax benefit ($0.06 per share increase in EPS) resulting from a net operating loss carryback provision in the CARES Act.~~

~~Our return on average assets (“ROA”) and return on average equity (“ROE”) were 0.57% and 4.27%, respectively; this compares to 0.78% and 5.80%, respectively in the first quarter of 2019.~~

Our net interest margin was ~~3.34%~~3.28% in the first ~~quarter~~six months of 2020, a decrease of 30 basis points (“bp”) from the first ~~quarter~~six months of 2019, due primarily to a ~~50 basis point~~71 bp decrease in the yield on our earning assets, partially offset by a ~~24 basis point~~46 bp decrease in ~~funding rates.~~the average rate paid on our interest-bearing liabilities.

·●

Total assets were ~~$2.51~~$2.46 billion at ~~March 31,~~June 30, 2020, up ~~$133~~$88.8 million from year end 2019 with this asset growth attributable to ~~an increased level~~securities available for sale, up $61.4 million, and loans and leases, net of ~~on-balance sheet cash liquidity with~~unearned income, up $153.1 million. Offsetting this growth were interest bearing deposits with banks, ~~up $83~~down $50.6 million, loans held for sale, down $30.7 million, and ~~securities available for sale up $60~~goodwill, down $34.5 million.

·●

Total loans and leases, net of unearned income, were ~~$1.76~~$1.90 billion at ~~March 31,~~June 30, 2020, up ~~$16~~$153.1 million from December 31, 2019. We originated $193.7 million (net of unamortized deferred fees and costs) of PPP loans in the second quarter of 2020; all other loan portfolios decreased by $40.6 million from year end 2019.

·●

Total deposits were ~~$1.79~~$1.83 billion at ~~March 31,~~June 30, 2020, up ~~$75~~$116.3 million from year end 2019, with ~~non-customer~~customer deposits up ~~$101~~$194.5 million from year end 2019.

·●

Our ~~FHLB advances increased by $59~~borrowings of $312.2 million at ~~March 31,~~June 30, 2020 decreased by $7.2 million since year end 2019 ~~and, along with non-customer~~as strong customer deposit growth ~~funded asset growth during the quarter.~~and our reduction of on-balance sheet liquidity reduced our need for this source of funds.

·●

We completed our $7.0 million stock repurchase program on February 24, 2020; a total of 372,801 shares were repurchased during the first quarter for $6.7 million.

·●

We remain “well capitalized” by all regulatory measures.

·●

Our book value per common share was ~~$16.85~~$15.14 at June 30, 2020, down $1.71 per share from March 31, 2020 ~~an increase~~and down $1.44 from December 31, 2020. The decrease in book value per share was driven by the goodwill impairment charge in the second quarter 2020 of ~~$0.27~~$1.84 per common share.

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	●	Our tangible book value per common share (a non-GAAP financial measure – refer to the “Use of Non-GAAP Financial Measures” section for additional detail) was $13.17 at June 30, 2020, up $0.15 per share from March 31, 2020 and up $0.49 per share from December 31, ~~2019.~~
	·	We completed the processing of the remaining residential first lien mortgage pipeline during the quarter. This activity resulted from our agreement to exit our mortgage banking activities as discussed in our Form 10-K for the year ended December 31, 2019.2020. The goodwill impairment charge did not impact tangible book value.

Critical Accounting Policies

Our accounting and financial reporting policies conform to GAAP and general practice within the banking industry. Accordingly, preparation of the financial statements requires management to exercise significant judgment or discretion or make significant assumptions and estimates based on the information available that have, or could have, a material impact on the carrying value of certain assets or on income. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. In reviewing and understanding financial information for us, you are encouraged to read and understand the significant accounting policies used in preparing our financial statements.

The accounting policies we view as critical are those relating to the allowance for credit losses, goodwill and other intangible assets, income taxes, share based compensation, accounting for business combinations and loans acquired in business combinations. These critical accounting policies and the significant assumptions and estimates made by management related to them are more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2019. Our significant accounting policies are discussed in detail in “Notes to Consolidated Financial Statements - Note 1: Summary of Significant Account Policies” in our Annual Report on Form 10-K for the year ended December 31, 2019. There have been no material changes to the significant accounting policies as described in the Annual Report on Form 10-K for the year ended December 31, 2019. Disclosures regarding the effects of new accounting pronouncements are included in Note 1 of this report.

Financial Condition

A comparison between ~~March 31,~~June 30, 2020 and December 31, 2019 balance sheets is presented below.

General

Total assets increased ~~$133.3~~$88.8 million, or ~~0.6%~~3.7%, to ~~$2.51~~$2.46 billion at ~~March 31,~~June 30, 2020 compared to $2.37 billion at December 31, 2019. Our asset growth consisted primarily of increases in loans and leases of $153.1 million and securities available for sale of $61.4 million. The growth in these assets was partially offset by decreases in interest-bearing deposits with banks of ~~$83.0~~$50.6 million, ~~securities available~~goodwill of $34.5 million, and loans held for sale of ~~$59.7 million, and loans and leases of $15.9~~$30.7 million. The primary ~~sources~~source of funding net asset growth ~~were increases in deposit balances and FHLB borrowings. While total~~was deposits. Total deposits increased by ~~$74.5~~$116.3 million, including an increase in customer deposits of $194.5 million. Borrowings decreased by ~~$32.6~~$7.2 million and ~~non-customer deposits increased~~stockholders’ equity decreased by ~~$107.1 million. FHLB advances increased by $59.0 million.~~

$30.9 million, with the decrease in stockholders’ equity due primarily to the goodwill impairment charge to earnings.

Securities Available for Sale and Held to Maturity

Available for sale

Our available for sale securities are reported at fair value. At both ~~March 31,~~June 30, 2020 and December 31, 2019, we held U.S. agency debentures, mortgage backed securities, and corporate debentures. This portfolio is used primarily to provide sufficient liquidity to fund our loans and provide funds for withdrawals of deposits. In addition, this portfolio is used as collateral for funding via commercial customer overnight securities sold under agreement to repurchase (“repurchase agreements”) and as a source of earnings. At ~~March 31,~~June 30, 2020 and December 31, 2019, ~~$10.9~~$99.7 million and $11.6 million in fair value of available for sale securities, respectively, were pledged as ~~collateral~~collateral. These securities were pledged at the Federal Reserve’s Discount Window as well as for ~~both~~ repurchase agreements and deposits of local government entities that require pledged collateral as a condition of maintaining these deposit accounts.

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Held to maturity

Held to maturity securities are reported at amortized cost. The only investments that we have classified as held to maturity are certain corporate debentures. These investments are intended to be held until maturity.

The following table sets forth the composition of our investment securities portfolio at the dates indicated.

June 30, 2020

December 31, 2019

Amortized

Estimated

Amortized

Estimated

$ Change in

(in thousands)

Cost

Fair Value

Cost

Fair Value

Fair Value

% Change

Available for sale













U.S. Government Agencies

$
77,835

$
79,615

$
66,428

$
67,312

$
12,303

18.3
%
Mortgage-backed

188,099

191,826

139,918

142,699

49,127

34.4

Other investments

5,509

5,448

5,510

5,494

(46)

(0.8)

$
271,443

$
276,889

$
211,856

$
215,505

$
61,384

28.5
%
Held to maturity













Corporate debentures

$
7,250

$
7,195

$
7,750

$
7,897

$
(702)

(8.9)
%

March 31, 2020 December 31, 2019
Amortized Estimated Amortized Estimated $ Change in
(in thousands) Cost Fair Value Cost Fair Value Fair Value % Change
Available for sale
U.S. Government Agencies $ 79,916 $ 81,894 $ 66,428 $ 67,312 $ 14,582 21.7 %
Mortgage-backed 180,509 187,824 139,918 142,699 45,125 31.6
Other investments 5,510 5,534 5,510 5,494 40 0.7
$ 265,935 $ 275,252 $ 211,856 $ 215,505 $ 59,747 27.7 %
Held to maturity
Corporate debentures $ 7,750 $ 7,850 $ 7,750 $ 7,897 $ (47 ) (0.6 )%
During the quarter ended June 30, 2020, we embarked on a strategy to monetize certain unrealized gains in our mortgage-backed securities (“MBS”) portfolio by selling $105 million of MBS with high prepayment speeds, resulting in net gains of $3.0 million. We ~~had~~then purchased $125 million of lower coupon MBS. The total available for sale securities portfolio of ~~$275.3~~$276.9 million at ~~March 31,~~June 30, 2020 ~~an increase of $59.7~~increased by $61.4 million, or ~~27.7%~~28.5%, since December 31, 2019. Our portfolio growth, consisting of both ~~mortgage-backed securities~~MBS and U.S. Government agency securities, was part of our overall earnings and interest rate risk management strategies.
Our ~~available for sale~~ securities portfolio contained ~~four~~22 securities with unrealized losses of ~~$19~~$496 thousand at ~~March 31,~~June 30, 2020, and 1615 securities with unrealized losses of $166 thousand at December 31, 2019. Changes in the fair value of these securities resulted primarily from interest rate fluctuations. We do not intend to sell these securities nor is it more likely than not that we would be required to sell these securities before their anticipated recovery, and we believe the collection of the investment and related interest is probable. Based on this analysis, we do not consider any of the unrealized losses to be other than temporary ~~impairment.~~impairments. Note 3 to our Consolidated Financial Statements provides more detail concerning the composition of our portfolio and our process for evaluating the portfolio for other-than-temporary impairment.
Loan and Lease Portfolio
Total loans and leases ~~increased $15.9~~were $1.90 billion at June 30, 2020, an increase of $153.1 million, or ~~0.9%~~8.8% from $1.75 billion at December 31, 2019. We originated $193.7 million of PPP loans, net of unamortized deferred fees and origination costs, during the quarter ended June 30, 2020. Our portfolio loans, which exclude PPP loans (a non-GAAP financial measure – refer to the “Use of Non-GAAP Financial Measures” section for additional detail), decreased by $40.6 million, or 2.3%, to ~~$1.76~~$1.70 billion at ~~March 31,~~June 30, 2020 from $1.74 billion at December 31, 2019. Commercial real estate loans increased ~~$11.0~~$14.0 million, or ~~1.6%~~2.0%, ~~and our commercial loan and leases portfolio increased $16.2 million, or 4.3%. The growth in these portfolio categories is consistent~~ with our continued focus on the needs of small to mid-size businesses in our market area. Our commercial loan and lease portfolio decreased by $19.9 million, as commercial line utilization dropped due to higher liquidity levels at many borrowers.
Our residential mortgage portfolio decreased by ~~$11.7~~$34.7 million, ~~during the quarter ended March 31, 2020~~or 6.8%, as a result of a substantially higher level of prepayments due to the lower level of mortgage market rates that led to a strong mortgage refinance ~~quarter.~~activity in the first six months of 2020. The level of mortgage runoff was partially mitigated by new loan originations, but the wind down of our mortgage banking activities during the first quarter of 2020 resulted in a lower level of new mortgage originations than in prior quarters. In order to manage loan run-off within our residential mortgage loan portfolio, we plan on buying first lien residential mortgage loans on a servicing released basis. In that regard, we are currently negotiating investor agreements that may provide a future flow of new mortgage originations.
34
47

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The following table sets forth the composition of our loan portfolio at the dates indicated.

June 30, 2020

December 31, 2019

(in thousands)

Total

% of Total

Total

% of Total

$ Change

% Change

Real estate













Construction and land

$
128,567

6.8
%
$
128,285

7.3
%
$
282

0.2
%
Residential - first lien

409,402

21.6

437,409

25.1

(28,007)

(6.4)

Residential - junior lien

67,430

3.6

74,164

4.2

(6,734)

(9.1)

Total residential real estate

476,832

25.1

511,573

29.3

(34,741)

(6.8)

Commercial - owner occupied

244,802

12.9

241,795

13.9

3,007

1.2

Commercial - non-owner occupied

455,051

24.0

444,052

25.4

10,999

2.5

Total commercial real estate

699,853

36.9

685,847

39.3

14,006

2.0

Total real estate loans

1,305,252

68.7

1,325,705

75.9

(20,453)

(1.5)

Commercial loans and leases ¹

352,999

18.6

372,872

21.4

(19,873)

(5.3)

Consumer

46,660

2.5

46,936

2.7

(276)

(0.6)

Paycheck Protection Program

193,719

10.2

—

—

193,719

NM

Total loans and leases

$
1,898,630

100.0
%
$
1,745,513

100.0
%
$
153,117

8.8
%
March 31, 2020 December 31, 2019
(in thousands) Total % of Total Total % of Total $ Change % Change
Real estate
Construction and land $ 130,980 7.4 % $ 128,285 7.3 % $ 2,695 2.1 %
Residential - first lien 428,788 24.4 437,409 25.1 (8,621 ) (2.0 )
Residential - junior lien 71,045 4.0 74,164 4.2 (3,119 ) (4.2 )
Total residential real estate 499,833 28.4 511,573 29.3 (11,740 ) (2.3 )
Commercial - owner occupied 248,918 14.1 241,795 13.9 7,123 2.9
Commercial - non-owner occupied 447,889 25.5 444,052 25.4 3,837 0.9
Total commercial real estate 696,807 39.6 685,847 39.3 10,960 1.6
Total real estate loans 1,327,620 75.4 1,325,705 75.9 1,915 0.1
Commercial loans and leases¹ 389,065 22.1 372,872 21.4 16,193 4.3
Consumer 44,734 2.5 46,936 2.7 (2,202 ) (4.7 )
Total loans and leases $ 1,761,419 100.0 % $ 1,745,513 100.0 % $ 15,906 0.9 %

¹ Includes leases of ~~$5,637~~$4,984 and $6,382 at ~~March 31,~~June 30, 2020 and December 31, 2019, respectively.
Paycheck Protection Program Loans
On March 27, 2020, the CARES Act was signed into law, providing, financial relief and funding opportunities for small businesses under the SBA’s PPP program from approved SBA lenders. In response to the COVID-19 pandemic, the Bank, a SBA lender, began accepting applications and has originated PPP loans within the guidelines of the CARES Act, as amended by subsequent legislation. During the quarter ended June 30, 2020, the Bank had funded 1,028 loans totaling $199.0 million; net of unamortized deferred fees and origination costs, PPP loans totaled $193.7 million at June 30, 2020.
Loan Held for Sale
We completed the processing of ~~the~~our remaining residential first lien mortgage pipeline during the first quarter of 2020 and ~~substantially all of~~sold the ~~loans originated for sale were sold by March 31, 2020. As a result,~~remaining loans held for sale ~~were $3.8 million~~during the second quarter of 2020, each in connection with exiting our mortgage banking activities. As a result, we did not have any loans held for sale at ~~March 31,~~June 30, 2020 ~~down from~~compared to $30.7 million at December 31, 2019. Our volume of mortgage loan originations for sale in the secondary market was $79.8 million during the quarter while our volume of loans sold was $106.7 million, resulting in a $26.9 million decrease in loans held for sale.
Interest-Bearing Deposits with Banks
Interest-bearing deposits with banks, primarily with the Federal Reserve Bank of Richmond (“FRB”), were ~~$180.0~~$46.4 million at ~~March 31,~~June 30, 2020, ~~an increase~~a decrease of ~~$83.0~~$50.6 million from the December 31, 2019 balance of $97.0 million. As the threat of market disruption in response to the pandemic appeared during the first quarter ~~combined with concerns~~ of ~~potentially higher than normal commercial line~~2020, including possible increases in the utilization ~~and possible reductions~~of existing lines of credit or decreases in customer deposits, we ~~grew our~~built on-balance sheet liquidity, increasing interest-bearing deposits with ~~higher balances held~~banks to $180.0 million at March 31, 2020. Since these events didn’t materialize, in part due to the ~~FRB. Since~~various actions initiated by the Federal Reserve to provide market liquidity, we ~~believe there is sufficient~~reduced this on-balance sheet liquidity ~~in the market at this time, we plan~~ to ~~reduce these balances~~pre-COVID-19 levels during the second quarter of 2020.
Nonmarketable Equity Securities
At ~~March 31,~~June 30, 2020 and December 31, 2019, we held an investment in stock of the Federal Home Loan Bank (“FHLB”) of ~~$16.8~~$12.6 million and $14.2 million, respectively. This investment is required for continued FHLB membership and is based partially upon the amount of borrowings outstanding from the FHLB. This FHLB stock is carried at cost.

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Deposits

Total deposits were ~~$1.79~~$1.83 billion at ~~March 31,~~June 30, 2020, a ~~$74.5~~$116.3 million, or ~~4.4%~~6.8%, increase from $1.71 billion at December 31, 2019. Customer deposits, which excludes brokered deposits and other non-customer deposits, were ~~down $32.6~~up $194.5 million, or ~~2.2%~~13.2%, in the first ~~quarter~~six months of 2020. Our transaction accounts (noninterest-bearing demand and interest-bearing checking) increased by ~~$4.8~~$205.9 million. Brokered and other non-customer deposits were $161.8 million ~~and represented 45.6% of our customer deposits.~~at June 30, 2020, a $78.2 million decrease since year end 2019. Brokered and other non-customer deposits were $347.1 million at March 31, 2020, ~~a $107.1 million increase since year end 2019. The~~with the first quarter 2020 growth in this deposit funding source ~~supported~~supporting the increase in our on-balance sheet liquidity as the threat of market disruption in response to the pandemic appeared during the first quarter. ~~Since we believe there is sufficient liquidity in the market at~~We reduced this ~~time, we plan to reduce these balances~~funding source during the second quarter ~~of 2020.~~

due to the strong customer deposit growth.

The following tables set forth the distribution of total deposits, by account type, at the dates indicated:

June 30, 2020

December 31, 2019

% of

% of

(dollars in thousands)

Amount

Total

Amount

Total

$ Change

% Change

Noninterest-bearing demand

$
671,598

37
%
$
468,975

27
%
$
202,623

43.2
%
Interest-bearing checking

186,768

10

183,447

11

3,321

1.8

Money market accounts

383,031

21

360,711

21

22,320

6.2

Savings

146,148

7

130,141

7

16,007

12.3

Certificates of deposit $250 and over

65,769

4

77,782

5

(12,013)

(15.4)

Certificates of deposit under $250

377,360

21

493,309

29

(115,949)

(23.5)

Total deposits

$
1,830,674

100
%
$
1,714,365

100
%
$
116,309

6.8
%

By deposit source:











Customer deposits

$
1,668,908

91
%
$
1,474,393

86
%
$
194,515

13.2
%
Brokered and other non-customer deposits

161,766

9

239,972

14

(78,206)

(32.6)

Total deposits

$
1,830,674

100
%
$
1,714,365

100
%
$
116,309

6.8
%
March 31, 2020 December 31, 2019
% of % of
(dollars in thousands) Amount Total Amount Total $ Change % Change
Noninterest-bearing demand $ 483,499 27 % $ 468,975 27 % $ 14,524 3.1 %
Interest-bearing checking 173,739 10 183,447 11 (9,708 ) (5.3 )
Money market accounts 356,469 20 360,711 21 (4,242 ) (1.2 )
Savings 134,060 7 130,141 7 3,919 3.0
Certificates of deposit $250 and over 66,713 4 77,782 5 (11,069 ) (14.2 )
Certificates of deposit under $250 574,419 32 493,309 29 81,110 16.4
Total deposits $ 1,788,899 100 % $ 1,714,365 100 % $ 74,534 4.3 %

By deposit source:
Customer deposits $ 1,441,829 81 % $ 1,474,393 86 % $ (32,564 ) (2.2 )%
Brokered and other non-customer deposits 347,070 19 239,972 14 107,098 44.6
Total deposits $ 1,788,899 100 % $ 1,714,365 100 % $ 74,534 4.3 %

FHLB Advances
Our primary source of non-deposit funding is FHLB advances. We use a variety aof term structures in order to manage liquidity and interest rate risk. FHLB advances were ~~$344.0~~$246.0 million at ~~March 31,~~June 30, 2020, ~~an increase~~a decrease of ~~$59.0~~$39.0 million from December 31, 2019. As of ~~March 31,~~June 30, 2020, ~~$205.0~~$200.0 million of FHLB advances have maturities beyond one year. In the second quarter of 2020, we repaid $5.0 million of long-term FHLB borrowings, recording a prepayment penalty of $224 thousand in other operating expenses. The early repayment of this advance was primarily for asset/liability management purposes and a result of the current rate environment.
PPPLF Borrowings
The Federal Reserve has created the PPPLF, a lending facility that will allow us to obtain funding specifically for loans that we make under the PPP, and allow us to retain existing sources of liquidity for our traditional operations. During the second quarter of 2020 we pledged certain PPP loans as collateral for PPPLF borrowings, with $31.1 million of PPPLF borrowings at June 30, 2020. While we had originally planned to use the PPPLF as the funding source for all PPP loans, strong customer deposit growth and the availability of alternative short-term funding sources at a lower cost resulted in the limited usage during the quarter. We will continue to evaluate additional utilization of the PPPLF during the remainder of 2020.

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Stockholders’ Equity

Total stockholders’ equity was ~~$315.4~~$283.3 million at ~~March 31,~~June 30, 2020, a ~~$1.2~~$30.9 million ~~increase~~decrease from $314.1 million at December 31, 2019. Our ~~increase~~decrease in stockholders’ equity was primarily the result of our ~~first quarter~~$26.1 million net ~~income of $3.3~~loss for the six months ended June 30, 2020; included in this net loss was a $34.5 million ~~as well as an increase in unrealized gains in our securities available for sale portfolio (net of taxes) of $4.1 million as a result of lower market interest rates.~~goodwill impairment charge. On February 24, 2020, we completed our stock repurchase program authorized by the Board of Directors on April 24, 2019. A total of 392,565 shares at an average price paid per share of $17.83, for an aggregate amount of $7.0 million, were repurchased under the program. A total of 372,801 shares were repurchased during the first quarter of 2020 for an aggregate amount of $6.7 million.

Total stockholders’ equity at ~~March 31,~~June 30, 2020 represents an equity to assets ratio of ~~12.6%~~11.5%, compared to 13.2% at December 31, 2019. Our book value per common share was ~~$16.85~~$15.14 at June 30, 2020, down $1.71 per share from March 31, 2020 and ~~$16.48 at~~down $1.44 from December 31, 2019.

The decrease in book value per share was driven by the goodwill impairment charge in the second quarter 2020 of $1.84 per common share.

Results of Operations

A comparison between the ~~three~~six months ended ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2019 is presented below.

~~Net income~~In the second quarter of 2020 we recorded a $34.5 million goodwill impairment charge that resulted in a net loss for the first ~~quarter~~six months of 2020 ~~was $3.3~~of $26.1 million, or ~~$0.18~~a loss of $1.39 per diluted common share. This compares to net income for the first ~~quarter~~six months of 2019 of ~~$4.3~~$6.3 million, or ~~$0.22~~$0.33 per diluted common share. The ~~$913 thousand,~~goodwill impairment charge, which was not tax deductible, reduced earnings for the first six months of 2020 by $34.5 million, or ~~$0.04~~$1.84 per diluted common share. Outside of the goodwill impairment, earnings increased $2.1 million, or $0.12 per diluted common share, ~~decrease~~ in ~~net income was~~the first six months of 2020, compared to the same period in 2019, primarily ~~the~~as a result of anthe following: (a) a $2.4 million increase in securities gains in the ~~provision for credit losses~~first six months of ~~$1.7 million, which, net of taxes, reduced EPS by $0.07. Our first quarter~~ 2020 ~~results also included~~(or $0.10 after tax per common share), (b) a ~~one-time~~ $1.2 million tax benefit (or $0.06 per diluted common share) in the first six months of 2020 resulting from a net operating loss carryback provision in the CARES Act; ~~this~~(c) a $427 thousand reduction in prepayment penalties on FHLB advances in the first six months of 2020 (or $0.02 after tax ~~benefit increased our EPS by $0.06~~ per diluted common ~~share. In addition,~~share); (d) $3.6 million of branch optimization expenses in the first six months of 2019 (or $0.14 after tax per diluted common share); and (e) $1.0 million in pretax income from PPP loans in the second quarter of 2020 (or $0.04 after tax per diluted common share). These items were partially offset by: (a) a higher loan loss provision of $3.6 million for the first six months of 2020 (or $0.14 after tax per diluted common share) as we ~~recorded~~increased our allowance for loan losses due to the current economic environment; (b) a $1.0 million decrease in pretax income as a result of exiting our mortgage banking activities of (or $0.04 after tax per diluted common share); and (c) a $1.0 million accrual related to potential litigation claims and $788 thousand of expenses attributable to the departure of our former ~~chief financial officer (“CFO”) during~~CFO, each in the ~~quarter.~~

first six months of 2020 (combined, a $0.07 after tax decrease per diluted common share).

The Federal Reserve’s Federal Open Market Committee’s target for federal funds increased 125 basis points in 2017 and 100 basis points in 2018 to a range of 2.25% to 2.50% for the year ended December 31, 2018. During 2019, the federal funds target rate remained at the 2.25% to 2.50% range until July 2019 when the Federal Reserve began to drop the federal funds target rate. In the last half of 2019, the Federal Reserve dropped the federal funds target rate 75 basis points to the range of 1.50% to 1.75% at December 31, 2019. In March 2020, in response to the COVID19 pandemic, the Federal Reserve then dropped the federal funds target rate 150 basis points to a range of 0.00% to 0.25%.

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Net Interest Income

Net interest income for the first ~~quarter~~six months of 2020 was ~~$17.5~~$35.6 million, an increase of ~~$51~~$817 thousand from the first ~~quarter~~six months of 2019. Our net interest margin was ~~3.34%~~3.28% for the first ~~quarter~~six months of 2020, a decrease of 30 ~~basis points (“bp”)~~bp from the net interest margin of ~~3.64%~~3.58% in the first ~~quarter~~six months of 2019. Average earning assets for the first six months of ~~$2.11~~2020 were $2.19 billion, ~~increased by $160.9~~an increase of $227.7 million, or ~~8.3%~~11.6%, while ~~net~~total interest income ~~was essentially flat. The~~decreased by $2.2 million when compared to the same period in 2019, as the 71 bp decrease in the yield on our earning assets ~~was down 50 bp and was partially~~more than offset growth in balances. Our average interest-bearing liabilities for the first six months of 2020 increased by ~~a 24~~$64.1 million while interest expense decreased by $3.0 million when compared to the same period in 2019, as the 46 bp decrease in the average rate paid on our interest-bearing ~~liabilities.~~liabilities also more than offset growth in balances. The net accretion of fair value adjustments on acquired loans added 59 bp to our net interest margin in the first ~~quarter~~six months of 2020, ~~an 8~~a 1 bp decrease from 1310 bp in the first ~~quarter~~six months of 2019. We expect the impact of this net accretion to continue ~~to decrease~~declining in future periods.

PPP loans, with an average yield of 2.52% and an interest spread (net of an assumed funding cost at 0.35%) of 2.17%, reduced the net interest margin by 3 bp for the first six months of 2020.

Interest Income

Interest income decreased ~~by $558 thousand,~~$2.2 million, or ~~2.4%~~4.8%, to ~~$22.2~~$43.7 million for the first ~~quarter~~six months of 2020 compared to ~~$22.8~~$45.9 million for the ~~first quarter of~~same period in 2019. Interest income ~~and fees~~ on loans and leases decreased ~~$397 thousand,~~$1.7 million, or ~~1.9%~~4.0%, for the first six months of 2020, compared to the same period in 2019, while average loans ~~are up 6.9%~~and leases increased by 9.9% to ~~$1.75~~$1.82 billion for the first six months of 2020 when compared to the ~~first quarter of~~same period in 2019. The average yield on loans and leases of ~~4.58% is~~4.37% for the first six months of 2020 was down 4665 bp from the ~~first quarter of~~same period in 2019, ~~yield and was~~driven primarily ~~driven~~ by the lower interest ~~rates. The net accretion~~rate environment as well as the impact of ~~fair value adjustments on acquired~~the lower-yielding PPP loans. PPP loans ~~added 7~~reduced the average loan yield by 5 bp ~~to our average yield on loans in~~for the first ~~quarter~~six months of ~~2020, an 8 bp decrease from 15 bp in the first quarter of 2019.~~2020. The average yield on available for sale securities decreased by 3257 bp to ~~2.76%~~2.50%, as ~~purchases during~~we added $81.6 million of MBS in the ~~quarter were~~first six months of 2020, compared to the same period in 2019, at ~~substantially~~ lower ~~market rates.~~yields. Higher prepayment speeds within this portfolio also adversely impacted the portfolio’s yield. Reflective of the significant decline ~~on market rates of interest,~~in the federal funds target rate, the average yield on our interest-bearing deposits inwith banks fell ~~107~~137 bp to ~~1.11%~~0.60% in the first ~~quarter~~six months of 2020 compared to the same period in 2019.

Interest Expense

Interest expense decreased by ~~$609 thousand,~~$3.0 million, or ~~11.5%~~27.5%, to ~~$4.7~~$8.1 million for the first ~~quarter~~six months of 2020, compared to ~~$5.3~~$11.1 million for the same period in 2019. The average rate on ~~our~~ interest-bearing liabilities decreased by 2446 bp to ~~1.21%~~1.04% for the first ~~quarter~~six months of 2020 compared to the ~~first quarter of~~same period in 2019. Interest expense on deposits decreased ~~$354 thousand over~~by $2.0 million for the first ~~quarter~~six months of ~~2019; we experienced a $37.7 million decrease~~2020 compared to the same period in 2019, while average interest-bearing deposits ~~while~~decreased by $27.5 million and the average rate paid on ~~all~~total interest-bearing deposits was down ~~9 bp.~~30 bp for the first six months of 2020, compared to the same period in 2019. We ~~dropped~~lowered the interest rates paid on ~~our~~ interest-bearing deposits in response to the lower prevailing competitive market rates ~~in our market~~ starting in late February, with the full impact of those rate actions to be reflected in future ~~periods.~~periods as maturing time deposits reprice at lower market interest rates. In addition, our interest expense on FHLB advances decreased ~~$229 thousand~~$1.0 million while the average balance increased ~~$125.5 million.~~by $90.6 million for the first six months of 2020 when compared to the same period in 2019. The average rate paid on FHLB advances ~~dropped 131~~of 1.07% for the first six months of 2020 decreased by 153 bp when compared to the same period in 2019.

Average Balances, Yields and Rates

The following tables set forth average balances, yields and rates, and certain other information for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, and have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense as well as any amortization and accretion of fair value adjustments.

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Six months ended June 30,

2020

2019

Average

Income /

Yield /

Average

Income /

Yield /

Change

(dollars in thousands)

Balance

Expense

Rate

Balance

Expense

Rate

Prior Yr

Earning assets

Loans and leases: (1)

Commercial loans and leases

$
376,517

$
8,034

4.29
%
$
337,331

$
8,703

5.20
%
(0.91)
%
Commercial real estate

692,772

16,589

4.82

657,035

16,517

5.07

(0.25)

Construction and land

132,194

2,750

4.18

121,358

3,507

5.83

(1.64)

Residential real estate

499,572

10,193

4.10

486,882

11,170

4.63

(0.52)

Consumer

45,641

1,056

4.65

52,424

1,288

4.95

(0.30)

Paycheck Protection Program

71,357

896

2.52

—

—

2.52

Total loans and leases

1,818,053

39,518

4.37

1,655,030

41,185

5.02

(0.65)

Securities available for sale: (2)













U.S Gov agencies

75,523

1,024

2.73

104,233

1,431

2.77

(0.04)

Mortgage-backed

170,409

1,923

2.27

88,764

1,426

3.24

(0.97)

Corporate debentures

5,515

184

6.72

2,990

124

8.36

(1.64)

Total available for sale securities

251,447

3,131

2.50

195,987

2,981

3.07

(0.56)

Securities held to maturity: (2)

7,747

225

5.83

9,264

286

6.23

(0.39)

FHLB Atlanta stock, at cost

14,361

393

5.51

10,446

329

6.35

(0.85)

Interest bearing deposit in banks

85,521

254

0.60

65,031

636

1.97

(1.37)

Loans held for sale

9,894

179

3.64

23,530

512

4.39

(0.75)

Total earning assets

2,187,023

43,700

4.02
%

1,959,288

45,929

4.73
%
(0.71)
%
Cash and due from banks

14,833





14,248





Bank premises and equipment, net

42,560





44,791





Other assets

217,474





223,198





Less: allowance for credit losses

(12,068)





(9,470)





Total assets

$
2,449,822





$
2,232,055





Interest-bearing liabilities













Deposits:













Interest-bearing demand accounts

$
185,043

214

0.23
%
$
216,305

$
542

0.51
%
(0.27)
%
Money market

367,218

1,047

0.57

355,429

1,282

0.73

(0.15)

Savings

137,240

70

0.10

138,703

124

0.18

(0.08)

Time deposits

540,691

4,262

1.59

547,256

5,620

2.07

(0.49)

Total interest-bearing deposits

1,230,192

5,593

0.91

1,257,693

7,568

1.21

(0.30)

Borrowings:













FHLB advances

288,407

1,532

1.07

197,763

2,548

2.60

(1.53)

Fed funds and other borrowings

11,707

17

0.29

10,950

26

0.48

(0.19)

Subordinated debt

28,282

913

6.49

28,094

959

6.88

(0.39)

Total borrowings

328,396

2,462

1.51

236,807

3,533

3.01

(1.50)

Total interest-bearing funds

1,558,588

8,055

1.04
%

1,494,500

11,101

1.50
%
(0.46)
%
Noninterest-bearing deposits

548,390





416,647





Other liabilities

25,864





20,336





Total liabilities

2,132,842





1,931,483





Stockholders' equity

316,980





300,572





Total liabilities & equity

$
2,449,822





$
2,232,055





Net interest rate spread (3)



$
35,645

2.98
%



$
34,828

3.23
%

Effect of noninterest-bearing funds

0.30

0.35

Net interest margin on earning assets (4)

3.28
%

3.58
%

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(1)Loan fee income is included in the interest income calculation, and non-accrual loans are included in the average loan balance; they have been reflected as loans carrying a zero yield.

(2)Available for sale securities are presented at fair value, held to maturity securities are presented at amortized cost.

(3)Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(4)Net interest margin represents net interest income divided by average total interest-earning assets.

Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate) as well as any impact of number of days and mix.

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The total of the changes set forth in the rate and volume columns are presented in the total column.

Six months ended June 30,

2020 vs. 2019

Due to variances in
(in thousands)

Total

Rates

Volumes
Interest income on earning assets:






Loans and leases:






Commercial loans and leases

$
(669)

$
(1,529)

$
860
Commercial real estate

72

(830)

902
Construction and land

(757)

(992)

235
Residential real estate

(977)

(1,267)

290
Consumer

(232)

(79)

(153)
Paycheck Protection Program

896

—

896
Total interest on loans and leases

(1,667)

(4,697)

3,030
Securities available for sale:






U.S. Gov agencies

(407)

(22)

(385)
Mortgage-backed

497

(429)

926
Corporate debentures

60

(24.44)

84
Total interest on available for sale securities

150

(475)

625
Securities held to maturity

(61)

(18)

(43)
FHLB Atlanta stock, at cost

64

(44)

108
Interest bearing deposit in banks

(382)

(444)

62
Loans held for sale

(333)

(88)

(245)
Total interest income

(2,229)

(5,766)

3,537
Interest expense on interest-bearing liabilities:






Deposits:




Interest-bearing demand accounts

(328)

(293)

(35)
Money market

(235)

(272)

37
Savings

(54)

(53)

(1)
Time deposits

(1,358)

(1,322)

(36)
Total deposit on deposits

(1,975)

(1,940)

(35)
Borrowings:






FHLB advances

(1,016)

(1,505)

489
Fed funds and other borrowings

(9)

(10)

1
Subordinated debt

(46)

(55)

9
Totaal interest on borrowings

(1,071)

(1,570)

499
Total interest expense

(3,046)

(3,510)

464
Net interest earned

$
817

$
(2,256)

$
3,073

Provision for Credit Losses
We recorded a provision for credit losses of $6.4 million for the first six months of 2020, compared to a $2.8 million provision for the first six months of 2019, an increase of $3.6 million. The first six months of 2020 provision, net of net charge-offs of $490 thousand, resulted in an increase in the allowance for credit losses of $6.0 million. The first six months of 2019 provision, net of net charge-offs of $3.6 million, resulted in a decrease in the allowance of $753 thousand. The increase in our allowance for credit losses is more fully discussed below under the sections entitled “Nonperforming and Problem Assets” and “Allowance for Credit Losses” of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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Noninterest Income

The following table presents the major categories of noninterest income for the six months ended June 30, 2020 and 2019:

Six months ended

June 30,

(in thousands)

2020

2019

Change

% Change

Service charges on deposit accounts

$
1,075

$
1,311

$
(236)

(18.0)
%
Realized and unrealized gains on mortgage banking activity

1,036

3,793

(2,757)

(72.7)

Gain on the sale of securities

3,044

658

2,386

(362.6)

Gain (loss) on the disposal of bank premises & equipment

6

(83)

89

107.2

Income from bank owned life insurance

886

907

(21)

(2.3)

Loan related fees and service charges

755

2,038

(1,283)

(63.0)

Other operating income

1,323

1,752

(429)

(24.5)

Total noninterest income

$
8,125

$
10,376

$
(2,251)

(21.7)
%

Noninterest income was $8.1 million for the six months ended June 30, 2020, a decrease of $2.3 million, or 21.7%, compared to $10.4 million for the same period in 2019. Two primary components contributing to the change in noninterest income for the first six months of 2020 were the $3.6 million decrease in noninterest income attributable to exiting our mortgage banking activities, partially offset by the $2.4 million increase in gain on the sale of investment securities. Outside of noninterest income from mortgage banking activities and securities gains, noninterest income was $3.7 million for the first six months of 2020, down $1.0 million compared to the same period in 2019.
Noninterest income from our mortgage banking activities consisted of realized and unrealized gains on mortgage banking activity as well as a portion of the line item “loan related fees and service charges.” Noninterest income attributable to our mortgage banking activities was $1.4 million in the first six months of 2020, compared to $5.1 million in the first six months of 2019. In connection with the exit of our mortgage banking activities, we completed the processing of the remaining residential first lien mortgage pipeline during the first quarter of 2020 and the remaining loans held for sale were sold during the second quarter of 2020.
During the quarter ended June 30, 2020, we embarked on a strategy to monetize certain unrealized gains in our mortgage-backed securities (“MBS”) portfolio by selling $105 million of MBS with high prepayment speeds, resulting in net gains of $3.0 million. Securities gains increased by $2.4 million over the $658 thousand recorded in the same period of 2019.
Service charges on deposit accounts, which consisted of account activity fees such as nonsufficient funds (”NSF”) and overdraft fees in addition to other traditional banking fees, decreased $236 thousand in the first six months of 2020. While the traditional banking fee component was up $121 thousand, NSF and overdraft fees were down $356 thousand from the first six months of 2019, with a portion of this reduction representing accommodations to COVID-19 impacted customers.
Loan related fees and service charges decreased $1.3 million in the first six months of 2020, compared to the same period in 2019, which included $389 thousand and $1.3 million related to our now exited mortgage banking activities in the first six months of 2020 and 2019, respectively. Outside of our mortgage banking activities, we had loan related fees and service charges of $366 thousand in the first six months of 2020, compared to $718 thousand in the same period of 2019, a reduction of $352 thousand. The first six months of 2019 also included an early loan payoff fee of $308 thousand.
Other operating income, which consisted mainly of non-depository account fees such as interchange, wire, merchant card and ATM services, decreased $429 thousand in the first six months of 2020 compared to the first six months of 2019. Fee income from merchant card activity declined by $281 thousand, with a portion of the decline in transaction volumes attributable to the COVID-19 related drop in economic activity. Additionally, the first six months of 2019 included a one-time refund of $100 thousand.

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Noninterest Expenses

The following table presents the major categories of noninterest expense for the six months ended June 30, 2020 and 2019:

Six months ended

June 30,

(in thousands)

2020

2019

Change

% Change

Compensation and benefits

$
14,700

$
16,306

$
(1,606)

(9.8)
%
Occupancy and equipment

2,275

6,754

(4,479)

(66.3)

Marketing and business development

903

941

(38)

(4.0)

Professional fees

1,360

1,503

(143)

(9.5)

Data processing fees

1,776

2,525

(749)

(29.7)

FDIC assessment

499

568

(69)

(12.1)

Other real estate owned

346

131

215

164.1

Loan production expense

660

1,220

(560)

(45.9)

Amortization of core deposit intangible

1,379

1,551

(172)

(11.1)

Other operating expense

3,789

2,812

977

34.7

Total noninterest expense before goodwill impairment

27,687

34,311

(6,624)

(19.3)

Goodwill impairment

34,500

—

34,500

N/M

Total noninterest expense

$
62,187

$
34,311

$
27,876

81.2
%

Noninterest expenses were $62.2 million for the first six months of 2020, an increase of $27.9 million compared to $34.3 million for the first six months of 2019. In the second quarter of 2020 we recorded a $34.5 million goodwill impairment charge. Noninterest expenses attributable to our now exited mortgage banking activities were $1.4 million for the first six months of 2020, down $2.8 million from the same period in 2019. Outside of our goodwill impairment charge and mortgage banking expenses, noninterest expenses were $26.2 million for the first six months of 2020, down $3.8 million, or 12.6%, from the same period in 2019. The first six months of 2019 included a $3.6 million branch optimization charge, while the first six months of 2020 included $788 thousand of expenses attributable to the departure of our former CFO and a $1.0 million accrual related to potential litigation claims.
Compensation and benefits expense are the largest component of our noninterest expenses, and decreased by $1.6 million in the first six months of 2020, compared to the same period in 2019. Compensation and benefits expense attributable to our now exited mortgage banking activities were $928 thousand in the first six months of 2020, compared to $3.1 million in the first six months of 2019, a $2.1 million decrease. Compensation and benefits other than from mortgage banking activities were $13.8 million in the first six months of 2020 compared to $13.2 million in the first six months of 2019, an increase of $529 thousand. Included in this increase was $698 thousand of expenses attributable to the departure of our former CFO. In addition, the compensation expense savings resulting from our branch optimization initiative in 2019 were offset by increased compensation costs as we continued to build our commercial banking team. Offsetting this increase was net loan origination costs deferred on PPP loans of $242 thousand.
Occupancy and equipment expense decreased $4.5 million in the first six months of 2020 compared to the same period in 2019, primarily related to a branch optimization charge of $3.6 million in the first six month of 2019. The projected cost savings from our 2019 branch optimization initiative have been realized, as we closed three branch locations in 2019 and consolidated two other existing branch locations into a new smaller branch location during the first six months of 2020.
Data processing expenses decreased by $749 thousand for the first six months of 2020 as we realize the benefits from our renegotiated core processing contract. Loan production expenses decreased by $560 thousand, with $352 thousand of the decrease attributable to our now exited mortgage banking activities. Other real estate owned expenses increased by $215 thousand in the first six months of 2020, compared to the same period in 2019, as a result of an increase in OREO valuation allowances of $192 thousand.

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Other operating expenses increased by $977 thousand in the first six months of 2020 compared to the same period in 2019. Other operating expenses consist mainly of a variety of general expenses such as telephone and data lines, supplies and postage, courier services, general insurance, director fees, litigation-related accruals, prepayment penalties and other miscellaneous expenses. The increase in other expenses in the first six months of 2020, compared to the same period in 2019, primarily resulted from a $1.0 million accrual for potential litigation claims stemming from certain mortgages originated by First Mariner Bank before its merger with Howard Bank. We also reevaluated certain expense accruals during the first quarter of 2020 and recorded $403 thousand of additional expenses within this expense category. These increases were partially offset by a $427 thousand decrease in prepayment penalties on FHLB advances in the first six months of 2020, compared to the same period in 2019.

Income Tax Expense

For the first six months of 2020, we recorded an income tax expense of $1.2 million compared to $1.7 million for the first six months of 2019. The goodwill impairment charge of $34.5 million recorded during the second quarter of 2020 was not tax deductible. The first six months of 2020 was favorably impacted by certain provisions of the CARES Act that was signed into law on March 27, 2020. The CARES Act permits corporate taxpayers to recover prior period taxes paid by carrying back net operating losses incurred in tax years ending after December 31, 2017, to tax years ending up to five years earlier. As a result, we will be able to carryback the 2018 tax net operating loss of $9.1 million to tax years 2013-2015. The $1.2 million tax benefit represents the difference between the current federal statutory tax rate of 21% and the 34% statutory federal tax rate applicable during the carryback years. Our effective tax rate for the first six months of 2020 was (4.8)%; outside the impact of the $34.5 million non-deductible goodwill impairment charge and the $1.2 million benefit from the CARES Act, the effective tax rate for the first six months of 2020 would have been 24.7%.

Income tax expense for the first six months of 2019 was favorably impacted by a 2019 U.S. Treasury Department change in tax regulations that provided for retroactive application to the taxability of income from BOLI contracts that were acquired in certain tax-free merger transactions. As a result of this change, we recognized a $232 thousand net reduction in income tax expense in the first quarter of 2019 pertaining to BOLI income that was earned, and initially treated as subject to income tax, in 2018. Our effective tax rate for the first six months of 2019 was 21.3%; outside the impact of this item, the effective tax rate for the first six months of 2019 would have been 24.1%.

A comparison between the three months ended June 30, 2020 and June 30, 2019 is presented below.

In the second quarter of 2020, we recorded a $34.5 million goodwill impairment charge that resulted in a net loss of $29.4 million, or a loss of $1.57 per diluted common share. This compares to net income for the second quarter of 2019 of $2.1 million, or $0.11 per diluted common share. The goodwill impairment charge, which was not tax deductible, reduced earnings for the second quarter of 2020 by $34.5 million, or $1.84 per diluted common share. Outside of the goodwill impairment, earnings increased $3.0 million, or $0.16 per diluted common share, in the second quarter of 2020, compared to 2019, primarily as a result of the following: (a) a $2.4 million increase in securities gains ($0.10 after tax per common share) in the second quarter of 2020, (b) a $427 thousand reduction in prepayment penalties on FHLB advances (or $0.02 after tax per diluted common share) in the second quarter of 2020; (c) a $3.6 million branch optimization charge (or $0.14 after tax per diluted common share)in the second quarter of 2019; and (d) $1.0 million in pretax income from PPP loans in the second quarter of 2020 (or $0.04 after tax per diluted common share). These items were partially offset by: (a) a higher loan loss provision of $1.9 million for the second quarter of 2020 (or $0.08 after tax per diluted common share) as we increased our allowance for loan losses due to the current economic environment; (b) a $1.2 million decrease in pretax income in the second quarter of 2020, as a result of exiting our mortgage banking activities (or $0.05 after tax per diluted common share); and (c) a $1.0 million accrual related to potential litigation claims in the second quarter of 2020 (or $0.04 after tax decrease per diluted common share).

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Net Interest Income

Net interest income for the second quarter of 2020 was $18.1 million, an increase of $766 thousand from the second quarter of 2019. Our net interest margin was 3.22% for the second quarter of 2020, a decrease of 31 bp from the net interest margin of 3.53% in the second quarter of 2019. Average earning assets for the second quarter of 2020 were $2.27 billion, an increase of $294.7 million, or 15.0%, while total interest income decreased by $1.7 million when compared to the same period in 2019, as the 90 bp decrease in the average yield on our interest-earning assets more than offset growth in balances. Our average interest-bearing liabilities for the second quarter of 2020 increased by $48.1 million while interest expense decreased by $2.4 million when compared to the same period in 2019, as the 67 bp decrease in the average rate paid on our interest-bearing liabilities more than offset the growth in balances. The net accretion of fair value adjustments on acquired loans added 9 bp to ~~1.29%~~our net interest margin in the ~~first~~second quarter of 2020, a 3 bp decrease from 12 bp in the second quarter of 2019. We expect the impact of this net accretion to continue declining in future periods. PPP loans, with an average yield of 2.53% and an interest spread (net of an assumed funding cost at 0.35%) of 2.18%, reduced the net interest margin by 7 bp in the second quarter of 2020.

Interest Income

Interest income decreased by $1.7 million, or 7.2%, to $21.5 million for the second quarter of 2020, compared to $23.1 million for the second quarter of 2019. Interest income on loans and leases decreased by $1.3 million, or 6.1%, for the second quarter of 2020, compared to the second quarter of 2019, while average loans and leases increased by 12.7% to $1.88 billion for the second quarter of 2020, compared to the second quarter of 2019. The average yield on loans and leases of 4.18% for the second quarter of 2020 was down 82 bp from the second quarter of 2019, primarily driven by the lower interest rate environment as well as the impact of the lower-yielding PPP loans. PPP loans reduced the average loan yield by 13 bp for the second quarter of 2020. The average yield on available for sale securities decreased by 76 bp to 2.29%, as we added $101.5 million in MBS for the second quarter of 2020, compared to the same period in 2019, at lower yields. Higher prepayment speeds within this portfolio also adversely impacted the portfolio’s yield. Reflective of the significant decline in the federal funds target rate, the average yield on our interest-bearing deposits with banks fell 166 bp to 0.09% in the second quarter of 2020 compared to the same period in 2019.

Interest Expense

Interest expense decreased by $2.4 million, or 42.1%, to $3.4 million for the second quarter of 2020, compared to $5.8 million for the same period in 2019. The average rate on our interest-bearing liabilities decreased by 67 bp to 0.87% for the second quarter of 2020 compared to the second quarter of 2019. Interest expense on deposits decreased by $1.6 million for the second quarter of 2020 compared to the same period in 2019, while our average interest-bearing deposits decreased by $17.2 million and the average rate on total interest-bearing deposits was down 50 bp. We lowered the interest rates paid on interest-bearing deposits in response to the lower prevailing competitive market rates starting in late February, with the full impact of those rate actions to be reflected in future periods as maturing time deposits reprice at lower market interest rates. In addition, our interest expense on FHLB advances decreased $788 thousand while the average balance increased $55.8 million. The average rate on FHLB advances dropped 179 bp to 0.80% in the second quarter of 2020, compared to the same period in 2019.

Average Balances, Yields and Rates

Table of Contents

Three months ended June 30,

2020

2019

Average

Income

Yield

Average

Income

Yield

Change

(dollars in thousands)

Balance

/ Expense

/ Rate

Balance

/ Expense

/ Rate

Prior Yr

Earning assets




















Loans and leases: (1)















Commercial loans and leases

$
375,835

$
3,730

3.99
%
$
345,180

$
4,478

5.20
%
(1.21)
%
Commercial real estate

694,613

8,143

4.71

664,079

8,407

5.08

(0.36)

Construction and land

132,899

1,287

3.89

116,057

1,686

5.83

(1.93)

Residential real estate

490,110

4,948

4.06

493,003

5,598

4.55

(0.49)

Consumer

45,619

536

4.73

51,174

641

5.02

(0.30)

Paycheck Protection Program

142,715

896

2.53

—

—

—

2.53

Total loans and leases

1,881,791

19,540

4.18

1,669,493

20,810

5.00

(0.82)

Securities available for sale: (2)















U.S Gov agencies

80,217

532

2.67

97,128

669

2.76

(0.10)

Mortgage-backed

189,419

945

2.01

87,954

699

3.19

(1.18)

Corporate debentures

5,507

92

6.72

2,979

62

8.35

(1.63)

Total available for sale securities

275,143

1,569

2.29

188,061

1,430

3.05

(0.76)

Securities held to maturity: (2)

7,745

112

5.82

9,278

143

6.18

(0.37)

FHLB Atlanta stock, at cost

13,015

220

6.78

10,615

167

6.31

0.47

Interest bearing deposit in banks

86,181

20

0.09

62,629

274

1.75

(1.66)

Loans held for sale

1,365

13

3.83

30,432

321

4.23

(0.40)

Total earning assets

2,265,240

21,474

3.81
%

1,970,508

23,145

4.71
%
(0.90)
%
Cash and due from banks

16,056



13,853







Bank premises and equipment, net

42,431



44,567







Other assets

219,487



226,852







Less: allowance for credit losses

(13,417)



(8,980)







Total assets

$
2,529,797



$
2,246,800







Interest-bearing liabilities















Deposits:















Interest-bearing demand accounts

$
186,781

57

0.12
%
$
207,159

$
248

0.48
%
(0.36)
%
Money market

365,658

342

0.38

354,808

670

0.76

(0.38)

Savings

140,904

25

0.07

139,673

66

0.19

(0.12)

Time deposits

557,401

1,959

1.41

566,284

3,020

2.14

(0.73)

Total interest-bearing deposits

1,250,744

2,383

0.77

1,267,924

4,004

1.27

(0.50)

Borrowings:















FHLB advances

255,945

506

0.80

200,186

1,294

2.59

(1.80)

Fed funds and other borrowings

16,747

13

0.30

7,468

13

0.70

(0.40)

Subordinated debt

28,307

452

6.42

28,112

480

6.85

(0.43)

Total borrowings

300,999

971

1.30

235,766

1,787

3.04

(1.74)

Total interest-bearing funds

1,551,743

3,354

0.87
%

1,503,690

5,791

1.54
%
(0.68)
%
Noninterest-bearing deposits

632,080



414,502







Other liabilities

26,822



25,009







Total liabilities

2,210,645



1,943,201







Stockholders' equity

319,152



303,599







Total liabilities & equity

$
2,529,797



$
2,246,800







Net interest rate spread (3)

$
18,120

2.94
%

$
17,354

3.17
%


Effect of noninterest-bearing funds

0.28





0.36



Net interest margin on earning assets (4)

3.22
%





3.53
%


Three months ended March 31,
2020 2019
Average Income / Yield / Average Income / Yield /
(in thousands) Balance Expense Rate Balance Expense Rate
Earning assets
Loans and leases: (1)
Commercial loans and leases $ 377,198 4,305 4.59 % $ 329,393 $ 4,225 5.20 %
Commercial real estate 690,930 8,446 4.92 649,913 8,110 5.06
Construction and land 131,489 1,463 4.47 126,719 1,822 5.83
Residential real estate 509,034 5,244 4.14 480,694 5,571 4.70
Consumer 45,664 520 4.58 53,687 647 4.89
Total loans and leases 1,754,315 19,978 4.58 1,640,406 20,375 5.04
Securities available for sale: (2)
U.S Gov agencies 70,831 492 2.79 111,417 762 2.77
Mortgage-backed 151,399 978 2.60 89,583 727 3.29
Corporate debentures 5,523 92 6.73 3,001 62 8.39
Total available for sale securities 227,752 1,562 2.76 204,001 1,551 3.08
Securities held to maturity (2) 7,750 112 5.83 9,250 143 6.27
FHLB Atlanta stock, at cost 15,708 174 4.46 10,276 162 6.39
Loans held for sale 18,424 166 3.62 16,552 191 4.68
Interest bearning deposits in banks 84,860 234 1.11 67,459 362 2.18
Total earning assets 2,108,809 22,226 4.24 % 1,947,944 22,784 4.74 %
Cash and due from banks 13,610 14,647
Bank premises and equipment, net 42,689 45,016
Other assets 215,459 219,480
Less: allowance for credit losses (10,719 ) (9,965 )
Total assets $ 2,369,848 $ 2,217,122
Interest-bearing liabilities
Deposits:
Interest-bearing demand accounts $ 183,305 157 0.34 % $ 225,552 $ 293 0.53 %
Money market 368,779 706 0.77 356,057 613 0.70
Savings 133,577 45 0.13 137,722 58 0.17
Time deposits 523,980 2,302 1.77 528,017 2,600 2.00
Total interest-bearing deposits 1,209,641 3,210 1.07 1,247,348 3,564 1.16
Borrowings:
FHLB advances 320,868 1,025 1.29 195,311 1,254 2.60
Fed funds and repos 6,665 4 0.27 14,471 13 0.36
Subordinated debt 28,258 461 6.56 28,077 479 6.92
Total borrowings 355,791 1,491 1.69 237,859 1,746 2.98
Total interest-bearing funds 1,565,432 4,701 1.21 % 1,485,207 5,310 1.45 %
Noninterest-bearing deposits 464,701 418,816
Other liabilities 24,909 15,586
Total liabilities 2,055,042 1,919,609
Stockholders' equity 314,805 297,513
Total liabilities & equity $ 2,369,848 $ 2,217,122
Net interest rate spread (3) $ 17,525 3.03 % $ 17,474 3.29 %
Effect of noninterest-bearing funds 0.31 0.34
Net interest margin on earning assets (4) 3.34 % 3.64 %

Table of Contents

(1)

Loan fee income is included in the interest income calculation, and non-accrual loans are included in the average loan balance; they have been reflected as loans carrying a zero yield.

(2)

Available for sale securities are presented at fair value, held to maturity securities are presented at amortized cost.

(3)

Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(4)

Net interest margin represents net interest income divided by average total interest-earning assets.

Rate/Volume Analysis

Table of Contents

The total of the changes set forth in the rate and volume columns are presented in the total column.

Three months ended June 30,

2020 vs. 2019

Due to variances in
(in thousands)

Total

Rates

Volumes
Interest income on earning assets:






Loans and leases:






Commercial loans and leases

$
(748)

$
(1,040)

$
292
Commercial real estate

(264)

(599)

335
Construction and land

(399)

(557)

158
Residential real estate

(650)

(605)

(45)
Consumer

(105)

(38)

(67)
Paycheck Protection Program

896

—

896
Total interest on loans and leases

(1,270)

(2,840)

1,570
Securities available for sale:






U.S. Gov agencies

(137)

(23)

(114)
Mortgage-backed

246

(258)

504
Corporate debentures

30

(12)

42
Total interest on available for sale securities

139

(293)

432
Securities held to maturity

(31)

(8)

(23)
FHLB Atlanta stock, at cost

53

12

41
Interest bearing deposit in banks

(254)

(259)

5
Loans held for sale

(308)

(30)

(278)
Total interest income

(1,671)

(3,418)

1,747

Interest expense on interest-bearing liabilities:






Deposits:






Interest-bearing demand accounts

(191)

(184)

(7)
Money market

(328)

(336)

8
Savings

(41)

(41)

—
Time deposits

(1,061)

(1,022)

(39)
Total deposit on deposits

(1,621)

(1,583)

(38)
Borrowings:






FHLB advances

(788)

(895)

107
Fed funds and other borrowings

—

(7)

7
Subordinated debt

(28)

(30)

2
Totaal interest on borrowings

(816)

(932)

116
Total interest expense

(2,437)

(2,515)

78
Net interest earned

$
766

$
(903)

$
1,669

Three months ended March 31,
2020 vs. 2019
Due to variances in
(in thousands) Total Rates Volumes
Interest income on earning assets:
Loans and leases:
Commercial loans and leases $ 80 $ (501 ) $ 581
Commercial real estate 336 (234 ) 569
Construction and land (359 ) (427 ) 68
Residential real estate (327 ) (666 ) 338
Consumer (127 ) (41 ) (86 )
Total interest on loans (397 ) (1,868 ) 1,471
Securities available for sale:
U.S Gov agencies (270 ) 5 (275 )
Mortgage-backed 251 (155 ) 405
Corporate debentures 30 (12 ) 43
Total interest on available for sale securities 11 (162 ) 173
Securities held to maturity (31 ) (10 ) (21 )
FHLB Atlanta stock, at cost 12 (49 ) 62
Loans held for sale (25 ) (44 ) 18
Interest bearning deposits in banks (128 ) (179 ) 51
Total interest income (558 ) (2,312 ) 1,754
Interest expense on interest-bearing liabilities:
Deposits:
Interest-bearing demand accounts (136 ) (102 ) (34 )
Money market 93 64 29
Savings (14 ) (13 ) (1 )
Time deposits (297 ) (301 ) 4
Total interest on deposits (354 ) (353 ) (1 )
Borrowings:
FHLB advances (228 ) (640 ) 412
Fed funds and repos (8 ) (3 ) (5 )
Subordinated debt (18 ) (25 ) 7
Total interest on borrowings (255 ) (668 ) 414
Total interest expense (609 ) (1,021 ) 412
Net interest income $ 51 $ (1,291 ) $ 1,342
39
Provision for Credit Losses
We recorded a provision for credit losses of ~~$3.4~~$3.0 million for the ~~first~~second quarter of 2020, compared to a ~~$1.7~~$1.1 million provision for the ~~first~~second quarter of 2019, an increase of ~~$1.7~~$1.9 million. The ~~first~~second quarter of 2020 provision, net of net charge-offs of ~~$462~~$28 thousand, resulted in an increase in the allowance for credit losses of $3.0 million. The ~~first~~second quarter of 2019 provision, net of net charge-offs of ~~$2.8 million,~~$744 thousand, resulted in ~~a decrease~~an increase in the allowance of ~~$1.1 million.~~$366 thousand. The increase in our allowance for credit losses is more fully discussed below under the sections entitled “Nonperforming and Problem Assets” and “Allowance for Credit Losses” of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Table of Contents

Noninterest Income

The following table presents the major categories of noninterest income for the three months ended ~~March 31,~~June 30, 2020 and 2019:

	Three months ended
	March 31,

											Three months ended
											June 30,
(in thousands)	2020		2019		Change			% Change			2020		2019		$ Change		% Change
Service charges on deposit accounts	$	642	$	627	$	15			2.4	%	$	432	$	684	$	(252)	(36.8)	%
Realized and unrealized gains on mortgage banking activity		1,036		1,485		(449	)		(30.2	)		—		2,308		(2,308)	(100.0)
Gain (loss) on the sale of securities												3,044		658		2,386	362.6
Loss on the disposal of bank premises & equipment												6		(83)		89	(107.2)
Income from bank owned life insurance		445		447		(2	)		(0.4	)		441		460		(19)	(4.1)
Loan related fees and service charges		581		1,043		(462	)		(44.3	)		175		995		(820)	(82.4)
Other operating income		662		933		(271	)		(29.0	)		661		819		(158)	(19.3)
Total noninterest income	$	3,366	$	4,535	$	(1,169	)		(25.8	)%	$	4,759	$	5,841	$	(1,082)	(18.5)	%

Noninterest income was ~~$3.4~~$4.8 million for the ~~three months~~quarter ended ~~March 31,~~June 30, 2020, a decrease of ~~$1.2~~$1.1 million, or ~~25.8%~~18.5%, compared to ~~$4.5~~$5.8 million for the same period in 2019. ~~Noninterest~~Two primary components contributed to the change in noninterest income in the second quarter of 2020 were the $3.1 million decrease in noninterest income attributable to exiting our mortgage banking activities, ~~was $1.4~~partially offset by the $2.4 million increase in gain on the ~~first quarter~~sale of ~~2020, compared to $1.9 million in the first quarter~~investment securities. Outside of 2019. We completed the processing of the remaining residential first lien mortgage pipeline during the quarter and the exit of our mortgage banking activities has been substantially completed as of March 31, 2020. As a result, noninterest income from mortgage banking activities ~~is down $520 thousand from~~and securities gains, noninterest income was $1.7 million for the first ~~quarter~~six months of 2020, down $356 thousand compared to $2.1 million for the same period in 2019.

Noninterest income from our mortgage banking activities consisted of realized and unrealized gains on mortgage banking activity as well as a portion of the line item ~~loan~~“loan related fees and service charges. ~~Noninterest~~” We had no noninterest income ~~from~~attributable to our ~~ongoing~~mortgage banking activities ~~excluding~~in the second quarter of 2020, compared to $3.1 million in the second quarter 2019. In connection with the exit of our mortgage banking ~~was $1.9 million, down $649 thousand, or 25.1%, from~~activities, we completed the processing of the remaining residential first lien mortgage pipeline during the first quarter of ~~2019.~~2020 and the remaining loans held for sale were sold during the second quarter of 2020.

During the quarter ended June 30, 2020, we embarked on a strategy to monetize certain unrealized gains in our MBS portfolio, selling $105 million of MBS with high prepayment speeds, resulting in net gains of $3.0 million. Securities gains increased by $2.4 million over the $658 thousand recorded in the same period of 2019.

Service charges on deposit accounts, which consisted of account activity fees such as nonsufficient funds (”NSF”) and overdraft fees in addition to other traditional banking fees, ~~increased $15~~decreased $252 thousand in the ~~first~~second quarter of ~~2020.~~2020, compared to the same period in 2019. While ~~our total service charges were~~the traditional banking fee component was up slightly, NSF and overdraft fees were down ~~$80~~$273 thousand from the ~~first~~second quarter of 2019, with a portion of this reduction representing accommodations to COVID-19 impacted customers.

Loan related fees and service charges ~~after deducting~~decreased $822 thousand in the ~~portion~~second quarter of 2020, compared to the same period in 2019, which included $816 thousand related to our now exited mortgage banking activities in the second quarter of 2019. We had no noninterest income attributable to mortgage banking activities in the second quarter of 2020. Outside of our mortgage banking activities, ~~in both quarters,~~loan related fees and service charges was ~~$192~~$175 thousand infor the ~~first~~second quarter of 2020, a reduction of ~~$391~~$4 thousand from the ~~first~~second quarter of 2019. ~~The first quarter of 2019 included an early loan payoff fee of $308 thousand.~~

Other operating income, which consisted mainly of non-depository account fees such as interchange, wire, merchant card and ATM services, decreased ~~$271~~$158 thousand in the ~~first~~second quarter of 2020 compared to the ~~first~~second quarter of 2019. Fee income from merchant card activity declined ~~$110~~by $171 thousand, ~~quarter over quarter,~~ with a portion of the decline in transaction volumes attributable to the COVID-19 related drop in economic activity. ~~Additionally, the first quarter~~

Table of ~~2019 included a one-time refund of $100 thousand.~~Contents

Noninterest Expenses

The following table presents the major categories of noninterest expense for the three months ended ~~March 31,~~June 30, 2020 and 2019:

	Three months ended
	March 31,

											Three months ended
											June 30,
(in thousands)	2020		2019		Change			% Change			2020		2019		$ Change		% Change
Compensation and benefits	$	8,441	$	8,034	$	407			5.1	%	$	6,259	$	8,272	$	(2,013)	(24.3)	%
Occupancy and equipment		1,033		1,571		(538	)		(34.2	)		1,242		5,183		(3,941)	(76.0)
Amortization of core deposit intangible		699		784		(85	)		(10.8	)
Marketing and business development		450		457		(7	)		(1.5	)		453		484		(31)	(6.4)
Professional fees		726		785		(59	)		(7.5	)		634		718		(84)	(11.7)
Data processing fees		927		1,378		(451	)		(32.7	)		849		1,147		(298)	(26.0)
FDIC assessment		212		287		(75	)		(26.1	)		287		281		6	2.1
Other real estate owned		78		27		51			188.9			268		104		164	157.7
Loan production expense		468		520		(52	)		(10.0	)		192		700		(508)	(72.6)
Amortization of core deposit intangible												680		767		(87)	(11.3)
Other operating expense		1,525		1,014		511			50.4			2,264		1,798		466	25.9
Total noninterest expense before goodwill impairment												13,128		19,454		(6,326)	(32.5)
Goodwill impairment												34,500		—		34,500	N/M
Total noninterest expense	$	14,559	$	14,857	$	(298	)		(2.0	)%	$	47,628	$	19,454	$	28,174	144.8	%

Noninterest expenses were ~~$14.6~~$47.6 million for the ~~first~~second quarter of 2020, ~~a decrease~~an increase of ~~$298 thousand, or 2.0%,~~$28.2 million compared to ~~$14.9~~$19.5 million for the ~~first~~second quarter of 2019. ~~Noninterest~~In the second quarter of 2020 we recorded a $34.5 million goodwill impairment charge. We recorded no noninterest expenses attributable to our now exited mortgage banking activities ~~were $1.4 million~~ in the ~~first~~second quarter of 2020, compared to $2.1 million for the same period in 2019. Outside of our goodwill impairment charge and mortgage banking expenses, noninterest expenses were $13.1 million for the second quarter of 2020, down ~~$716 thousand from $2.1~~$4.2 million, ~~in the first quarter of 2019. Noninterest expenses from our ongoing banking activities, excluding mortgage banking, were $13.1 million, up $418 thousand,~~ or ~~3.3%~~24.3%, from the ~~first~~same period in 2019. The second quarter of ~~2019. Our first~~2019 included a $3.6 million branch optimization charge, while the second quarter of 2020 ~~noninterest expenses~~ included ~~$788 thousand of expenses attributable to the departure of our former CFO.~~

a $1.0 million litigation accrual.

Compensation and benefits expense are the largest component of our noninterest expenses, and ~~increased~~decreased by ~~$407 thousand~~$2.0 million in ~~the first~~second quarter of 2020, compared to the same period in 2019. ~~Compensation~~We recorded no compensation and benefits expense attributable to our now exited mortgage banking activities ~~were $928 thousand~~ in the ~~first~~second quarter of 2020, compared to ~~$1.6~~$1.5 million in the ~~first~~second quarter of 2019. Compensation and benefits ~~from our ongoing banking activities, excluding~~not related to mortgage banking were ~~$7.5~~$6.3 million in the ~~first~~second quarter of 2020 compared to ~~$6.4~~$6.8 million in the ~~first~~second quarter of 2019, ~~an increase~~a decrease of ~~$1.1 million. Included~~$557 thousand. Compensation and benefits expense was reduced in ~~this increase was $698 thousand~~the second quarter of ~~expenses attributable to~~2020 as a result of the ~~departure~~net loan origination costs deferred on PPP loans of our former CFO. The compensation cost savings resulting from our branch optimization initiative in 2019 were offset by increased compensation costs as we continued to build our commercial banking team.

$242 thousand.

Occupancy and equipment expense decreased ~~$538 thousand~~$3.9 million in the ~~first~~second quarter of 2020 compared to the ~~first~~second quarter of 2019, primarily related to a $3.6 million branch optimization charge in the second quarter of 2019. The projected cost savings from our 2019 branch optimization initiative have been realized, as we closed three branch locations in 2019 and consolidated two other existing branch locations into a new smaller branch location during the ~~quarter.~~

first quarter of 2020.

Data processing expenses decreased ~~$451~~by $298 thousand for the second quarter of 2020 as we realize the benefits from our renegotiated core processing contract. Loan production expenses decreased by $508 thousand, with $338 thousand of the decrease attributable to our now exited mortgage banking activities. Other real estate owned expenses increased by $164 thousand in the second quarter of 2020 compared to the same period in 2019 as a result of an increase in OREO valuation allowances of $171 thousand.

Table of Contents

Other operating expenses increased by ~~$511~~$466 thousand in the ~~first~~second quarter of 2020 compared to the same period in 2020. Other operating expenses consist mainly of a variety of general expenses such as telephone and data lines, supplies and postage, courier services, general insurance, director fees, litigation-related accruals, prepayment penalties and other miscellaneous ~~losses. We reevaluated certain expense accruals during~~expenses. The increase in other expenses in the ~~first~~second quarter of 2020, ~~and recorded $403~~compared to the second quarter of 2019, primarily resulted from a $1.0 million accrual for potential litigation claims stemming from certain mortgages originated by First Mariner Bank before its merger with Howard Bank, partially offset by a $427 thousand ~~of additional expenses within the other operating expense category.~~

decrease in prepayment penalties on FHLB advances.

Income Tax Expense

For the ~~first~~second quarter of 2020, we recorded an income tax ~~benefit~~expense of ~~$456 thousand~~$1.7 million compared to ~~income tax expense of $1.2 million in~~$543 thousand for the ~~first~~second quarter of 2019. The ~~first~~goodwill impairment charge of $34.5 million recorded during the second quarter of 2020 was favorably impacted by certain provisions of the CARES Act that was signed into law on March 27, 2020. The CARES Act permits corporate taxpayers to recover prior period taxes paid by carrying back net operating losses incurred innot tax years ending after December 31, 2017, to tax years ending up to five years earlier. As a result, we will be able to carryback the 2018 tax net operating loss of $9.1 million to tax years 2013-2015. The $1.2 million one-time tax benefit represents the difference between the current federal statutory tax rate of 21% and the 34% statutory federal tax rate applicable during the carryback years.deductible. Our effective tax rate for the ~~first~~second quarter of 2020 was ~~(15.8)%~~(6.0%); ~~excluding~~outside the impact of the ~~$1.2~~$34.5 million ~~one-time benefit, the~~non-deductible goodwill impairment charge, our effective tax rate for the ~~first~~second quarter of 2020 would have been ~~25.0%~~24.6%.

Income tax expense for the first quarter of 2019 was favorably impacted by a 2019 U.S. Treasury Department change in tax regulations that provided for retroactive application to the taxability of income from BOLI contracts that were acquired in certain tax-free merger transactions. As a result of this change, we recognized a $232 thousand net reduction in income tax expense in the first quarter of 2019 pertaining to BOLI income that was earned, and initially treated as subject to income tax, in 2018. Our effective tax rate for the ~~first~~second quarter of 2019 was ~~21.6%; excluding the impact of this item, the effective tax rate for the first quarter 2019 would have been 25.9%~~20.6%.

Nonperforming and Problem Assets

We perform reviews of all delinquent loans and our loan officers contact customers to attempt to resolve potential credit issues in a timely manner.

Loans are placed on non-accrual status when payment of principal or interest is 90 days or more past due and the value of the collateral securing the loan, if any, is less than the outstanding balance of the loan. Loans are also placed on non-accrual status if we have serious doubt about further collectability of principal or interest on the loan, even though the loan is currently performing. When loans are placed on a non-accrual status, unpaid accrued interest is fully reversed, and subsequent income, if any, is recognized only to the extent received. The loan may be returned to accrual status if the loan is brought current, has performed in accordance with the contractual terms for a reasonable period of time and ultimate collectability of the total contractual principal and interest is no longer in doubt.

Under GAAP we are required to account for certain loan modifications or restructurings as troubled debt restructurings (“TDRs”). In general, the modification or restructuring of a debt constitutes a TDR if we, for economic or legal reasons related to the borrower’s financial difficulties, grant a concession, such as a reduction in the effective interest rate, to the borrower that we would not otherwise consider. However, all debt restructurings or loan modifications for a borrower do not necessarily constitute troubled debt restructurings. We believe loan modifications will potentially result in a lower level of loan losses and loan collection costs than if we proceeded immediately through the foreclosure process with these borrowers.

~~On March 22, 2020,~~The CARES Act permits financial institutions to suspend requirements under GAAP for certain loan modifications to borrowers affected by COVID-19 that would otherwise be characterized as TDRs. In addition, federal banking regulators issued, shortly before the CARES Act was enacted, an interagency statement that included guidance on their approach for the accounting of loan modifications in light of the economic impact of the COVID-19 pandemic. The guidance interprets current accounting standards and indicates that a lender can conclude that a borrower is not experiencing financial difficulty if short-term modifications are made in response to COVID-19, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant related to the loans in which the borrower is less than 30 days past due on its contractual payments at the time a modification program is implemented. The agencies confirmed in working with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not ~~TDRs.~~TDRs.

~~The Company provided COVID-19 related loan modifications~~As noted above, the term “portfolio loans,” represents a non-GAAP measure defined as total loans (which term includes leases), but excluding our PPP loans. A reconciliation of non-GAAP financial measures to ~~both commercial and retail customers, on a case by case basis,~~the most directly comparable GAAP financial measures is presented below under “Use of Non-GAAP Measures.” We commenced making loans under the PPP program in the second quarter of 2020.

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As of June 30, 2020, a total of $291.4 million of loans (representing 15.3% of total loans and leases or 17.1% of portfolio loans were performing under some form of deferral or other payment ~~deferrals for periods up to six months. As~~relief. By comparison, $347.0 million of loans (representing 19.7% of March 31, 2020 a total loans and leases) were performing under some form of ~~$101~~deferral or other payment relief as of May 8, 2020. As of August 6, 2020, $159.0 million of loans ~~(or 5.7%~~(representing 8.4% of total loans and leases or 9.3% of portfolio loans) were performing under some form of deferral or other payment relief. We expect that some requests for payment deferral extensions will continue during the ~~loan portfolio) had been modified through~~third quarter while other borrowers currently on payment ~~deferrals.~~deferral will resume payments.

The table below sets forth the amounts and categories of our nonperforming assets, which consist of non-accrual loans, troubled debt restructurings and OREO (which includes real estate acquired through, or in lieu of, foreclosure), at the dates indicated.

June 30,

December 31,

(in thousands)

2020

2019

Non-accrual loans:





Real estate loans:





Construction and land

$
347

$
481

Residential - first lien

12,716

12,162

Residential - junior lien

1,365

786

Commercial owner occupied

800

566

Commercial non-owner occupied

576

1,725

Commercial and leases

1,237

1,960

Consumer

102

127

Total non-accrual loans

17,143

17,807

Accruing troubled debt restructured loans:





Real estate loans:





Residential - first lien

963

968

Commercial and leases

363

367

Total accruing troubled debt restructured loans

1,326

1,335

Total non-performing loans

18,469

19,142

Other real estate owned:





Land

1,092

1,559

Residential - first lien

1,045

1,344

Commercial non-owner occupied

—

195

Total other real estate owned

2,137

3,098

Total non-performing assets

$
20,606

$
22,240

Ratios:





Non-performing loans to total loans and leases

0.97
%

1.10
%
Non-performing loans to portfolio loans (1)

1.08
%

1.10
%
Non-performing assets to total assets

0.84
%

0.94
%
Loans past due 90 days still accruing:





Real estate loans:





Residential - first lien

$
423

$
47

Total loans past due 90 days and still accruing

$
423

$
47

(1) 42 Portfolio loans is a non-GAAP measure defined as total loans and leases excluding the PPP loans (refer to the “Use of Non-GAAP Financial Measures” section for additional detail).
(in thousands) March 31,
2020 December 31,
2019
Non-accrual loans:
Real estate loans:
Construction and land $ 478 $ 481
Residential - first lien 11,505 12,162
Residential - junior lien 832 786
Commercial owner occupied 477 566
Commercial non-owner occupied 1,777 1,725
Commercial and leases 700 1,960
Consumer 102 127
Total non-accrual loans 15,871 17,807
Accruing troubled debt restructured loans:
Real estate loans:
Residential - first lien 965 968
Commercial and leases 367 367
Total accruing troubled debt restructured loans 1,332 1,335
Total non-performing loans 17,203 19,142
Other real estate owned:
Land 1,327 1,559
Residential - first lien 995 1,344
Commercial non-owner occupied - 195
Total other real estate owned 2,322 3,098
Total non-performing assets $ 19,525 $ 22,240
Ratios:
Non-performing loans to total gross loans 0.98 % 1.10 %
Non-performing assets to total assets 0.78 % 0.94 %
Loans past due 90 days still accruing:
Real estate loans:
Residential - first lien $ 973 $ 47
Residential - junior lien 60 -
Commercial owner occupied 338 -
Commercial non-owner occupied 194 -
Consumer 1 -
Total loans past due 90 days and still accruing $ 1,566 $ 47

Nonperforming Loans
Included in non-accrual loans at ~~March 31,~~June 30, 2020 are four ~~troubled debt restructured loans (“TDRs”)~~TDRs with a new carrying balance totaling ~~$807~~$675 thousand that were not performing in accordance with their modified terms, and the accrual of interest has ceased. In addition, there were four TDRs totaling $1.3 million that were performing in accordance with their modified terms at ~~March 31,~~June 30, 2020. There were no additional ~~troubled loans restructured~~TDRs during the first ~~three~~six months of 2020.

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Nonperforming loans were ~~$17.2~~$18.5 million, or ~~0.98%~~0.97% of total loans and leases and 1.08% of portfolio loans, at ~~March 31, 2020 and~~June 30, 2020. Nonperforming loans were down ~~$1.9 million~~$673 thousand from $19.1 million, or 1.10% of total loans and leases, at December 31, 2019. The decrease was the result of ~~$1.3~~$3.6 million in payoffs and ~~$583~~$614 thousand of charge-offs, offset by $3.5 million of new nonaccruals in ~~the first quarter.~~2020. $564 thousand of the ~~first quarter~~ 2020 nonperforming loan charge-offs were attributable to the full charge-off of loans to one borrower during the first quarter of 2020 where we had recorded a specific allocation of the allowance for credit losses of $500 thousand at December 31, 2019.

The composition of our nonperforming loans at ~~March 31,~~June 30, 2020 is further described below:

Non-Accrual Loans:

·●

~~Two~~One construction and land ~~loans~~loan

·●

4552 residential first lien loans, two with a combined fair value of $2.4 million in the process of foreclosure

·●

2127 residential junior lien loans, one with a fair value of $23 thousand in the process of foreclosure

·●

~~Two~~Three commercial owner-occupied loans

·●

~~Six~~Five commercial non-owner-occupied loans

·●

~~Four~~Six commercial loans

·●

One consumer loan

Accruing ~~Troubled Debt Restructured Loans:~~TDRs:

·●

Two residential real estate loans

·●

Two commercial loans

Nonperforming Assets

Our nonperforming assets were ~~$19.5~~$20.6 million, or ~~0.78%~~0.84% of total assets, at ~~March 31,~~June 30, 2020 compared to $22.2 million, or 0.94% of total assets, at December 31, 2019. Nonperforming assets consist of nonperforming loans and other real estate owned. Nonperforming assets decreased ~~$2.7~~$1.6 million during the first ~~quarter~~six months of 2020, with ~~$1.9 million~~$673 thousand of the decrease attributable to nonperforming loans and ~~$776~~$961 thousand attributable to a decrease in other real estate owned.

Other Real Estate Owned

Real estate we acquire as a result of foreclosure is classified as Other Real Estate Owned (“OREO”). When a property is acquired as a result of foreclosure, it is recorded at fair value less the anticipated ~~cost~~costs to sell at the date of foreclosure. If there is a subsequent change in the value of OREO, we record a valuation allowance to adjust the carrying value of the real estate to its current fair value less estimated disposal costs. Costs relating to holding such real estate are expensed in the current period while costs relating to improving such real estate are capitalized up to the property’s net realizable value until a saleable condition is reached. Costs in excess of the property’s net realizable value would be expensed in the current period.

Our OREO totaled ~~$2.3~~$2.1 million at ~~March 31,~~June 30, 2020, a ~~$776~~$961 thousand decrease from $3.1 million at December 31, 2019. Included in noninterest expenses during the first ~~quarter~~six months of 2020 ~~were $21~~was $257 thousand attributable to net increases in valuation allowances as the current appraised value of OREO properties, less estimated ~~cost~~costs to sell, was insufficient to cover the recorded OREO amount. There was noa $65 thousand increase in valuation ~~expense~~allowances for the same period of 2019. In addition, we sold ~~one parcel~~several parcels of land, one commercial real estate property, and one residential real estate property with a combined net carrying balance of $755 ~~thousand; these~~thousand. These sales resulted in a $28 thousand net loss on the disposition of OREO ~~during the quarter. There were no additions to OREO during the first quarter~~in 2020. We added one new residential real estate property with a carrying balance of $51 thousand in 2020.

OREO at ~~March 31,~~June 30, 2020 consisted of:

·●

Several parcels of unimproved land.

·●

~~Three~~Four residential 1-4 family properties.

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Allowance for Credit Losses

Our allowance for credit losses (the “allowance”) at ~~March 31,~~June 30, 2020 was ~~$13.4~~$16.4 million, up ~~$3.0~~$6.0 million from $10.4 million at December 31, 2019. Net charge-offs for the ~~quarter~~first six months of 2020 were ~~$462~~$490 thousand while we recorded a ~~$3.4~~$6.4 million provision for credit ~~losses was recorded during the quarter.~~losses. The allowance was ~~0.76%~~0.86% of total loans and leases and 0.96% of portfolio loans at ~~March 31,~~June 30, 2020, ~~an increase of 16 bp from~~compared to 0.60% of total loans and leases at December 31, ~~2019.The~~2019. The allowance was also ~~77.80%~~88.56% of nonperforming loans at ~~March 31,~~June 30, 2020, an increase of ~~43%~~34.22% from ~~54.33%~~54.34% of nonperforming loans at December 31, 2019. The ~~$3.0~~$6.0 million increase in our allowance was primarily the result of management’s response to the COVID-19 pandemic and changes in the qualitative factors discussed below.

COVID-19 and Our Evaluation of the Allowance

The ~~March 31,~~June 30, 2020 allowance reflects management’s ~~initial~~ assessment of the impact of COVID-19 on the national and local economies and the impact on various categories of our loan portfolio. Our approach to COVID-19 and the evaluation of the allowance considered the following: (1) any change in historical loss rates resulting from COVID-19; (2) any risk rating downgrades related to COVID-19; and (3) any changes to collateral valuations or cash flow assumptions for impaired loans. Based on our review, we determined that ~~there~~some risk rating downgrades had occurred and were ~~no initial impacts to any of these factors~~factored into the quantitative allowance at ~~March 31,~~June 30, 2020.

We then reviewed our qualitative factors and identified three factors that warranted further evaluation:

·●

Changes in international, national, regional, and local economic and business conditions and developments that affect the collectibility of the portfolio, including the condition of various market segments;

·●

The existence and effect of any concentrations of credit, and changes in the level of such concentrations; and

·●

Changes in the value of underlying collateral for collateral-dependent loans.

Our evaluation of changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments, considered the abrupt slowdown in commercial economic activity resulting from actions announced by the State of Maryland between the March 5 disclosure of the first confirmed cases of COVID-19 in the state and the March 23 executive order closing all non-essential businesses in the state. In addition, we considered the dramatic rise in the unemployment rate in our market area. Based on U.S. Department of Labor weekly initial unemployment claims by state, we noted that the average weekly initial unemployment claims for the State of Maryland during the two weeks ending March 28, 2020 were 19 times higher than the average weekly claims for the first eleven weeks of 2020. AnWhile the rate of change in average weekly initial unemployment claims slowed during the second quarter of 2020, they were still 13 times higher than the average weekly claims for the first eleven weeks of 2020. While the Maryland economy has substantially reopened, the decline in economic activity during the second quarter and the heightened risk of setbacks in the pace of reopening the economy resulted in an increase in this qualitative factor ~~was~~ applied to all loan portfolio categories.

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We also evaluated the existence and effect of any concentrations of credit, and changes in the level of such concentrations. We performed an analysis of our loan portfolio to identify our exposure to industry segments that we believe may potentially be the most highly impacted by COVID-19. Based on our evaluation, the following table identifies those industry segments within our loan portfolio that we believe may potentially be most highly impacted by COVID-19. Loan balances and total credit exposures are as of ~~March 31,~~June 30, 2020 while the modification and SBA PPP balances are as of ~~April~~July 24, ~~2020.~~2020; note that the column “SBA PPP Loan Relief” indicates the amount of PPP loans received by the Company’s borrowers in each of the identified loan segments.

As % of

As % of

Balance

As % of


    As % of

($in millions)

Loan

Total

Total

Total

with

Total

SBA PPP

Loans

Loan Category

Balance

Loans (1)

Exposure (2)

Exposure


Modifications

Category

Loan Relief

Category

CRE - retail

$
109.1

6.4
%
$
109.1

5.3
%
$
27.2

24.9
%
$
—

0.0
%
Hotels

60.8

3.6
%

62.8

3.0
%

52.7

86.6
%

1.5

2.5
%
CRE - residential rental

47.8

2.8
%

47.8

2.3
%

8.8

18.4
%

—

0.0
%
Nursing and residential care

39.7

2.3
%

44.8

2.2
%

2.5

6.4
%

2.2

5.6
%
Retail trade

23.6

1.4
%

38.3

1.9
%

2.1

8.9
%

12.9

54.7
%
Restaurants and caterers

28.4

1.7
%

32.0

1.6
%

19.5

68.5
%

14.7

51.6
%
Religious and similar organizations

29.1

1.7
%

31.1

1.5
%

3.3

11.4
%

6.1

20.8
%
Arts, entertainment, and recreation

15.0

0.9
%

17.6

0.9
%

7.5

49.9
%

3.2

21.0
%
Total - selected categories

$
353.6

20.7
%
$
383.5

18.6
%
$
123.6

35.0
%
$
40.5

11.5
%

(1) Portfolio loans is a non-GAAP financial measure – refer to the “Use of Non-GAAP Financial Measures” section for additional detail

(in millions)
Loan Category Loan Balance As % of Total Loans Total Exposure As % of Total Exposure Balance with Modifications As % of Loan Category SBA PPP Loan Relief As % of Loan Category
CRE - retail $ 109.8 6.2 % $ 112.0 5.3 % $ 21.5 19.6 % $ - - %
Hotels 61.5 3.5 67.0 3.2 53.5 87.0 0.9 1.5
CRE - residential rental 50.3 2.9 51.4 2.4 10.9 21.7 - -
Nursing and residential care 39.8 2.3 46.3 2.2 - - 1.8 4.5
Retail trade 26.3 1.5 37.3 1.8 1.1 4.2 6.3 24.0
Restaurants and caterers 26.1 1.5 29.0 1.4 19.5 74.7 8.9 34.1
Religious and similar organizations 27.6 1.6 28.6 1.4 2.9 10.5 2.7 9.8
Arts, entertainment, and recreation 16.2 0.9 18.5 0.9 14.5 89.5 1.3 8.0
Total - selected categories $ 357.6 20.3 % $ 390.1 18.6 % $ 123.9 34.6 % $ 21.9 6.1 %
(2) Includes unused lines of credit, unfunded commitments, and letters of credit
The breakdown by loan portfolio segment is as follows:




As % of

($in millions)

Loan

Total

Loan Portfolio Segment

Balance

Loans (1)

Commercial real estate - non-owner occupied

$
206.9

12.1
%
Commercial real estate - owner occupied

65.4

3.8
%
Construction and land

51.9

3.0
%
Commercial loans and leases

28.7

1.7
%
Other

0.6

—
%
Total

$
353.6

20.7
%

(1) Portfolio loans is a non-GAAP financial measure �� refer to the “Use of Non-GAAP Financial Measures” section for additional detail
The potentially highly impacted loan exposures noted in the above ~~table~~tables (the “high impacts”) were concentrated in non-owner-occupied commercial real estate ~~(59%~~(58.5% of total high impacts), owner-occupied commercial real estate ~~(18%~~(18.5% of total high impacts), ~~commercial~~ construction ~~(14%~~and land (14.7% of total high impacts), and commercial loans ~~(9%~~(8.1% of total high impacts). An increase in this qualitative factor was applied to these high impact loan portfolio categories.
Our evaluation of potential changes in the value of underlying collateral for collateral-dependent loans considered the potential impact of the economic fallout from COVID-19 on commercial property values due to rent relief and possible business failures resulting in vacancies. In addition, the need for office space may diminish in the future as work from home policies have allowed much office-oriented business activity to continue. Excluding the high impact portfolios, we concluded that ~~53%~~55% of our non-owner-occupied commercial real estate portfolio was not included in the high impact exposure. An increase in this qualitative factor was applied to our non-owner-occupied commercial real estate portfolio.

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Credit Risk Management and Allowance Methodology

We provide for credit losses based upon the consistent application of our documented allowance for credit loss methodology. All credit losses are charged to the allowance for credit losses and all recoveries are credited to it. Additions to the allowance for credit losses are provided by charges to income based on various factors that, in our judgment, deserve current recognition in estimating probable losses. We regularly review the loan portfolio and make provisions for credit losses in order to maintain the allowance for credit losses in accordance with GAAP.

In accordance with accounting guidance for business combinations, there was no allowance for credit losses brought forward on any acquired loans in our acquisitions.For acquired performing loans, credit discounts representing the principal losses expected over the life of the loan are a component of the initial fair value and the discount is accreted to interest income over the life of the loan. Subsequent to the purchase date, the method used to evaluate the sufficiency of the credit discount is similar to originated loans, and if necessary, additional reserves are recognized in the allowance for credit losses.

We recorded acquired credit impaired loans in our acquisitions net of purchase accounting adjustments. Subsequent to the acquisition date, management continues to monitor cash flows on a quarterly basis, to determine the performance of each acquired credit impaired loan in comparison to management’s initial performance expectations. Subsequent decreases in the present value of expected cash flows will be recorded as an increase in the allowance for credit losses through a provision for loan losses. Subsequent significant increases in cash flows result in a reversal of the provision for loan losses to the extent of prior provisions or a reclassification of amount from non-accretable difference to accretable yield, with a positive impact on the accretion of interest income in future periods.

1)Specific allowances are established for loans classified as Substandard or Doubtful. For loans classified as impaired, the allowance is established when the net realizable value (collateral value less costs to sell) of the impaired loan is lower than the carrying amount of the loan. The amount of impairment provided for as a specific allowance is represented by the deficiency, if any, between the underlying collateral value and the carrying value of the loan. Impaired loans for which the estimated fair value of the loan, or the loan’s observable market price or the fair value of the underlying collateral, if the loan is collateral dependent, exceeds the carrying value of the loan are not considered in establishing specific allowances for credit losses; and

2)General allowances established for credit losses on a portfolio basis for loans that do not meet the definition of impaired loans. The portfolio is grouped into similar risk characteristics, primarily loan type and regulatory classification. We apply an estimated loss rate to each loan group. The loss rates applied are based upon our loss experience adjusted, as appropriate, for the qualitative factors discussed below. This evaluation is inherently subjective, as it requires material estimates that may be susceptible to significant revisions based upon changes in economic and real estate market conditions.

General allowances established for credit losses on a portfolio basis for loans that do not meet the definition of impaired loans. The portfolio is grouped into similar risk characteristics, primarily loan type and regulatory classification. We apply an estimated loss rate to each loan group. The loss rates applied are based upon our loss experience adjusted, as appropriate, for the qualitative factors discussed below. This evaluation is inherently subjective, as it requires material estimates that may be susceptible to significant revisions based upon changes in economic and real estate market conditions.

The allowance for credit losses is maintained at a level to provide for losses that are probable and can be reasonably estimated. Our periodic evaluation of the adequacy of the allowance is based on past credit loss experience, known and inherent losses in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change, including the amounts and timing of future cash flows expected to be received on impaired loans.

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A loan is considered past due or delinquent when a contractual payment is not paid on the day it is due. A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. We determine the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. The impairment of a loan may be measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral if repayment is expected to be provided by the collateral. Generally, our impairment on such loans is measured by reference to the fair value of the collateral. Interest income on impaired loans is recognized on the cash basis.

Our loan policies state that after all collection efforts have been exhausted, and the loan is deemed to be a loss, then the remaining loan balance will be charged to the established allowance for credit losses. All loans are evaluated for loss potential once it has been determined by our Watch Committee that the likelihood of repayment is in doubt. When a loan is past due for at least 90 days or a deterioration in debt service coverage ratio, guarantor liquidity, or loan-to-value ratio has occurred that would cause concern regarding the likelihood of the full repayment of principal and interest, and the loan is deemed not to be well secured, the loan should be moved to non-accrual status and a specific reserve is established if the net realizable value is less than the principal value of the loan balance(s). Once the actual loss value has been determined a charge-off against the allowance for credit losses for the amount of the loss is taken. Each loss is evaluated on its specific facts regarding the appropriate timing to recognize the loss.

The adjustments to historical loss experience are based on our evaluation of several qualitative factors, including:

·●

changes in lending policies, procedures, and practices;

·●

changes in the nature and volume of the loan portfolio;

·●

changes in the experience, ability and depth of the lending staff;

·●

changes in the volume and severity of past due, nonaccrual, and adversely classified loans;

·●

changes in the quality of our loan review system;

·●

changes in the value of underlying collateral for collateral-dependent loans;

·●

the existence of any concentrations of credit, and changes in the level of such concentrations;

·●

the effect of other external factors such as competition and legal and regulatory requirements; and

·●

any other factors that management considers relevant to the quality or performance of the loan portfolio.

We evaluate the allowance for credit losses based upon the combined total of the specific and general components. Generally when the loan portfolio increases, absent other factors, the allowance for credit loss methodology results in a higher dollar amount of estimated probable losses than would be the case without the increase. Generally when the loan portfolio decreases, absent other factors, the allowance for credit loss methodology results in a lower dollar amount of estimated probable losses than would be the case without the decrease.

Commercial and commercial real estate loans generally have greater credit risks compared to the one- to four-family residential mortgage loans we originate, as they typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. In addition, the payment experience on loans secured by income-producing properties typically depends on the successful operation of the related business and thus may be subject to a greater extent to adverse conditions in the real estate market and in the general economy. Actual credit losses may be significantly more than the allowance for credit losses we have established, which could have a material negative effect on our financial results.

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Generally, we underwrite commercial loans based on cash flow and business history and receive personal guarantees from the borrowers where appropriate. We generally underwrite commercial real estate loans and residential real estate loans at a loan-to-value ratio of 85% or less at origination. Accordingly, in the event that a loan becomes past due and, randomly with respect to performing loans, we will conduct visual inspections of collateral properties and/or review publicly available information, such as online databases, to ascertain property values. We will also obtain formal appraisals on a regular basis even if we are not considering liquidation of the property to repay a loan. It is our practice to obtain updated appraisals if there is a material change in market conditions or if we become aware of new or additional facts that indicate a potential material reduction in the value of any individual property collateral.

For impaired loans, we utilize the appraised value or present value of expected cash flows in determining the appropriate specific allowance for credit losses attributable to a loan. In addition, changes in the appraised value of multiple properties securing our loans may result in an increase or decrease in our general allowance for credit losses as an adjustment to our historical loss experience due to qualitative and environmental factors, as described above.

Nonperforming loans are evaluated and valued at the time the loan is identified as impaired on a case by case basis, at the lower of cost or market value. Market value is measured based on the value of the collateral securing the loan. The value of real estate collateral is determined based on an appraisal by qualified licensed appraisers hired by us. Appraised values may be discounted based on management’s historical experience, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and client’s business. The difference between the appraised value and the principal balance of the loan will determine the specific allowance valuation required for the loan, if any. Nonperforming loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly.

We evaluate the loan portfolio on at least a quarterly basis, more frequently if conditions warrant, and the allowance is adjusted accordingly. While we use the best information available to make evaluations, future adjustments to the allowance may be necessary if conditions differ substantially from the information used in making the evaluations. In addition, as an integral part of their examination process, the Commissioner and the FDIC will periodically review the allowance for credit losses. The Commissioner and the FDIC may require us to recognize additions to the allowance based on their analysis of information available to them at the time of their examination.

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The following table sets forth activity in our allowance for credit losses for the periods ended:

June 30,

December 31,

(in thousands)

2020

2019

Balance at beginning of year

$
10,401

$
9,873

Charge-offs:





Real estate





Construction and land loans

—

(282)

Residential first lien loans

(33)

(518)

Residential junior lien loans

—

(532)

Commercial owner occupied loans

—

(46)

Commercial non-owner occupied loans

(23)

(2,026)

Commercial loans and leases

(549)

(622)

Consumer loans

(9)

(210)

Total charge-offs

(614)

(4,236)

Recoveries:





Real estate





Construction and land loans

—

80

Residential first lien loans

3

—

Residential junior lien loans

52

115

Commercial non-owner occupied loans

—

17

Commercial loans and leases

67

357

Consumer loans

2

2

Total recoveries

124

571

Net charge-offs

(490)

(3,665)

Provision for credit losses

6,445

4,193

Balance at end of year

$
16,356

$
10,401





Allowance as a % of total loans and leases

0.86
%

0.60
%
Allowance as a % of portfolio loans (1)

0.96

0.60

Allowance as a % of nonperforming loans

88.56

54.34

Net charge-offs to average loans and leases (2)

0.06

0.22

Provision for credit losses to average loans and leases (2)

0.74

0.25

(in thousands) March 31,
2020 December 31,
2019
Balance at beginning of year $ 10,401 $ 9,873
Charge-offs:
Real estate
Construction and land loans - (282 )
Residential first lien loans (33 ) (518 )
Residential junior lien loans - (532 )
Commercial owner occupied loans - (46 )
Commercial non-owner occupied loans - (2,026 )
Commercial loans and leases (549 ) (622 )
Consumer loans (1 ) (210 )
Total charge-offs (583 ) (4,236 )
Recoveries:
Real estate
Construction and land loans - 80
Residential first lien loans 3 -
Residential junior lien loans 51 115
Commercial non-owner occupied loans - 17
Commercial loans and leases 66 357
Consumer loans 1 2
Total recoveries 121 571
Net charge-offs (462 ) (3,665 )
Provision for credit losses 3,445 4,193
Balance at end of year $ 13,384 $ 10,401

Net charge-offs to average loans and leases(1) 0.10 % 0.22 %
Provision for credit losses to average loans and leases(1) 0.78 0.25

~~(1) Annualized~~ (1) Portfolio loans is a non-GAAP measure defined as total loans and leases excluding the PPP loans (refer to the “Use of Non-GAAP Financial Measures” section for additional detail).
47(2) Annualized
72

Table of Contents

Allocation of Allowance for Credit Losses

The following tables set forth the allowance for credit losses allocated by loan category and the percent of loans in each category to total loans at the dates indicated. The allowance for credit losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories. Loans funded through the PPP program are fully guaranteed by the U.S. government and the Company anticipates that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. Therefore, no allowance for credit losses is attributable to this loan portfolio segment.

June 30, 2020

December 31, 2019

(in thousands)

Amount

Percent ⁽¹⁾

Amount

Percent ⁽¹⁾

Real estate loans:









Construction and land loans

$
1,525

6.8
%
$
1,256

7.3
%
Residential first lien loans

2,714

21.5

2,256

25.1

Residential junior lien loans

924

3.5

478

4.2

Commercial owner occupied loans

1,806

12.9

788

13.9

Commercial non-owner occupied loans

5,590

24.0

2,968

25.4

Total real estate loans

12,559

68.7

7,746

75.9

Commercial loans and leases

3,056

18.6

2,103

21.4

Consumer loans

741

2.5

552

2.7

Paycheck Protection Program

—

10.2

—

—

Total

$
16,356

100.0
%
$
10,401

100.0
%

March 31, 2020 December 31, 2019
(in thousands) Amount Percent⁽¹⁾ Amount Percent⁽¹⁾
Real estate loans:
Construction and land loans $ 1,192 7.4 % $ 1,256 7.3 %
Residential first lien loans 2,204 24.4 2,256 25.1
Residential junior lien loans 863 4.0 478 4.2
Commercial owner occupied loans 1,254 14.1 788 13.9
Commercial non-owner occupied loans 4,130 25.5 2,968 25.4
Total real estate loans 9,643 75.4 7,746 75.9
Commercial loans and leases 2,950 22.1 2,103 21.4
Consumer loans 791 2.5 552 2.7
Total $ 13,384 100.0 % $ 10,401 100.0 %
(1) ~~Represents the percent of loans in each category to total loans~~
(1)Represents the percent of loans in each category to total loans and leases
Liquidity and Capital Resources
Liquidity is the ability to meet current and future financial obligations. Our primary sources of funds consist of deposit inflows, loan repayments, advances from the FHLB, and the sale of securities available for sale. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. Our Asset/Liability Committee (“ALCO”) is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We believe that we have enough sources of liquidity to satisfy our short- and long-term liquidity needs as of ~~March 31,~~June 30, 2020 and December 31, 2019.
We regularly monitor and adjust our investments in liquid assets based upon our assessment of:
·● Expected loan demand;
·● Expected deposit flows and borrowing maturities;
·● Yields available on interest-earning deposits and securities; and
·● The objectives of our asset/liability management program.
Our cash flows are derived from operating activities, investing activities and financing activities as reported in our statements of cash flows included in our financial statements.
Excess liquid assets are generally invested ~~generally~~ in interest-bearing deposits in banks (primarily the FRB) and short-term investment securities.
48
The level of these assets is dependent on our operating, financing, lending and investing activities during any given period. At ~~March 31,~~June 30, 2020 and December 31, 2019, interest-bearing deposits in banks totaled ~~$180.0~~$46.4 million and $97.0 million, respectively. As the threat of market disruption in response to the ~~COVID-19~~ pandemic appeared during the first quarter ~~combined with concerns~~ of ~~potentially higher than normal commercial line~~2020, including possible increases in the utilization ~~and possible reductions~~of existing lines of credit or decreases in customer deposits, we ~~grew our~~built on-balance sheet liquidity, increasing interest-bearing deposits with ~~higher balances held~~banks to $180.0 million at March 31, 2020. Since these events didn’t materialize, in part due to the ~~FRB. Since there is sufficient~~various actions initiated by the Federal Reserve to provide market liquidity, ~~in the market at~~we have reduced this ~~time, we will be reducing these balances~~on-balance sheet liquidity to pre-COVID-19 levels during the second quarter of 2020.

Table of Contents

Our total commitments to extend credit and available credit lines are discussed in the following section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, including a table presenting our comparative exposure at ~~March 31,~~June 30, 2020 and December 31, 2019.

CDs due within one year totaled ~~$563.4~~$369.3 million, or ~~31.5%~~20.2% of total deposits, and $458.9 million, or $26.8% of total deposits, at ~~March 31,~~June 30, 2020 and December 31, 2019, respectively. If we do not retain these deposits, we may be required to seek other sources of funds, including loan and securities sales and FHLB advances. Depending on market conditions, we may be required to pay higher rates on our deposits or other borrowings than we currently pay on the CDs held in our portfolio. We believe, however, based on historical experience and current market interest rates that we will retain upon maturity a large portion of our CDs with maturities of one year or less as of ~~March 31,~~June 30, 2020.

Our primary investing activity is originating loans. During the first ~~quarter~~six months of 2020, cash used to fund net loan growth was ~~$16.2~~$153.1 million, ~~while~~up $98.8 million from $54.3 million of cash used to fund net loan growth for the first six months of 2019. PPP loans originated during the second quarter of ~~2019~~2020, net of unamortized deferred fees and origination costs, accounted for $193.7 million of the net loan ~~principal payments exceeded new loans, which provided $193 thousand in cash.~~growth. During the first ~~quarter~~six months of 2020 we purchased ~~$64.4~~$189.9 million of securities while securities sales, maturities, calls, and principal repayments totaled ~~$10.4~~$130.8 million; this resulted in net securities purchases of $59.1 million. For the same period in 2019, we purchased ~~$5.0~~$6.5 million of securities while securities sales, maturities, calls, and principal repayments totaled ~~$38.9~~$81.2 million; this resulted in net securities sales, maturities, calls and principal repayments of $74.7 million.

Financing activities consist primarily of activity in deposit accounts and FHLB advances. For the first ~~quarter~~six months of 2020, our deposit growth was ~~$74.5~~$116.3 million compared to ~~a net decrease in deposits of $12.3~~$31.4 million during the first ~~quarter~~six months of 2019. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors, and by other factors.

Liquidity management is both a daily and long-term function of business management. If we require funds beyond our ability to generate them internally, borrowing agreements exist with the FHLB, which provide an additional source of funds. FHLB advances ~~increased~~decreased to ~~$344.0~~$246.0 million at ~~March 31,~~June 30, 2020 compared to $285.0 million at December 31, 2019. At ~~March 31,~~June 30, 2020, we had an available line of credit for ~~$593.6~~$626.9 million at the FHLB, with borrowings limited to a total of ~~$466.4~~$510.4 million based on pledged collateral. This provides us with ~~$122.4~~$264.4 million of borrowing availability at ~~March 31,~~June 30, 2020.

We also utilized the PPPLF during the second quarter of 2020, with total borrowings outstanding of $31.1 million at June 30, 2020. We have additional PPPLF borrowing capacity, based on the principal balance of unpledged PPP loans, totaling $157.9 million at June 30, 2020.

The Bank is subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At ~~March 31,~~June 30, 2020 and December 31, 2019, we exceeded all regulatory capital requirements. We are considered “well capitalized” under regulatory guidelines.

Commitments, Contingent Liabilities, and Off-Balance Sheet Arrangements

We are party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our customers. These financial instruments are limited to commitments to originate loans and involve, to varying degrees, elements of credit, interest rate, and liquidity risk. These do not represent unusual risks, and management does not anticipate any losses that would have a material effect on us.

Total commitments to extend credit and available credit lines at ~~March 31,~~June 30, 2020 and December 31, 2019 are as follows:

June 30,

December 31,
(in thousands)

2020

2019
Unfunded loan commitments

$
94,370

$
77,314
Unused lines of credit

276,070

309,519
Letters of credit

14,529

13,853
Total commitments to extend credit and available credit lines

$
384,969

$
400,686

Table of Contents

(in thousands) March 31,
2020 December 31,
2019
Unfunded loan commitments $ 78,746 $ 77,314
Unused lines of credit 291,675 309,519
Letters of credit 15,395 13,853
Total commitments to extend credit and available credit lines $ 385,816 $ 400,686

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. We generally require collateral to support financial instruments with credit risk on the same basis as we do for balance sheet instruments. Management generally bases the collateral required on the credit evaluation of the counterparty. Commitments generally have interest rates at current market rates, expiration dates or other termination clauses and may require payment of a fee. Available credit lines represent the unused portion of lines of credit previously extended and available to the customer so long as there is no violation of any contractual condition. These lines generally have variable interest rates. Since we expect many of the commitments to expire without being drawn upon, and since it is unlikely that all customers will draw upon their lines of credit in full at any one time, the total commitment amount or line of credit amount does not necessarily represent future cash requirements. We evaluate each customer’s credit-worthiness on a case-by-case basis. Because we conservatively underwrite these facilities at inception, we have not had to withdraw any commitments. We are not aware of any loss that we would incur by funding our commitments or lines of credit.

The credit risk involved in these financial instruments is essentially the same as that involved in extending loan facilities to customers. No amount has been recognized in consolidated balance sheets at ~~March 31,~~June 30, 2020 or December 31, 2019 as a liability for credit loss related to these commitments.

Impact of Inflation and Changing Prices

Our financial statements and related notes have been prepared in accordance with GAAP. GAAP generally requires the measurement of financial position and operating results in terms of historical dollars without consideration of changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on performance than the effects of inflation.

Use of Non-GAAP Financial Measures

~~Item 3.~~

This report contains references to financial measures that are not defined in GAAP. Such non-GAAP financial measures include the presentation of our tangible book value per share, portfolio loans and related asset quality ratios, core noninterest income and core noninterest expense.
Management believes that the presentation of these non-GAAP financial measures (a) provides important supplemental information that contributes to a proper understanding of our operating performance and provides a meaningful comparison to our peers, (b) enables a more complete understanding of factors and trends affecting our business, and (c) allows investors to evaluate our performance in a manner similar to management, the financial services industry, bank stock analysts, and bank regulators. Management uses non-GAAP measures as follows: in the preparation of our operating budgets, monthly financial performance reporting, and in our presentation to investors of our performance. However, non-GAAP financial measures have a number of limitations. Limitations associated with non-GAAP financial measures include the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. These disclosures should not be considered in isolation or as an alternative to our GAAP results. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures is presented below.
Tangible book value per common share is calculated by dividing tangible common stockholders' equity by total common shares outstanding. Tangible common stockholders' equity is calculated by subtracting goodwill and our net core deposit intangible from total stockholders' equity.
Portfolio loans is calculated by subtracting PPP loans (net of unamortized deferred fees and origination costs) from total loans and leases. The change in portfolio loans is then calculated. In addition, nonperforming loans and the allowance for credit losses are calculated as a percentage of portfolio loans.
The tables below provide a reconciliation of these non-GAAP financial measures with financial measures defined under GAAP.
75

Table of Contents

Tangible Book Value per Common Share

June 30,

March 31,

December 31,

June 30,
($in thousands except per share data)

2020

2020

2019

2019
Total stockholders' equity

$
283,281

$
315,358

$
314,148

$
303,527
Subtract:








Goodwill

31,449

65,949

65,949

65,949
Core deposit intangible, net of deferred tax liability

5,358

5,802

6,339

7,414
Total subtractions

36,807

71,751

72,288

73,363
Tangible common stockholders' equity

$
246,474

$
243,607

$
241,860

$
230,164
Total common shares outstanding at end of period

18,715,678

18,714,844

19,066,913

19,063,080
Book value per common share

$
15.14

$
16.85

$
16.48

$
15.92
Tangible book value per common share

$
13.17

$
13.02

$
12.68

$
12.07

Portfolio Loans And Related Asset Quality Ratios

($ in thousands)

June 30, 2020

December 31, 2019

June 30, 2019

$ change

% change

Total loans and leases

$
1,898,630

$
1,745,513

$
1,701,020

$
153,117

8.8
%
Subtract PPP loans, net

193,719

—

—

193,719

N/M

Total portfolio loans

$
1,704,911

$
1,745,513

$
1,701,020

$
(40,602)

(2.3)
%
Nonperformng loans

$
18,469

$
19,142

$
19,305





As a % of:





Total loans and leases

0.97
%

1.10
%

1.13
%

Portfolio loans

1.08

1.10

1.13





Allowance for credit losses

$
16,356

$
10,401

$
9,120





As a % of:

0.86
%

0.60
%

0.54
%





Total loans and leases

Portfolio loans

0.96

0.60

0.54

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Liquidity and Funding

The objective of effective liquidity management is to ensure that we can meet customer loan requests, customer deposit maturities/withdrawals, and other cash commitments efficiently under both normal operating conditions as well as under unforeseen and unpredictable circumstances of industry or market stress. To achieve this objective, ALCO establishes and monitors liquidity guidelines requiring sufficient asset based liquidity to cover potential funding requirements and to avoid over-dependence on volatile, less reliable funding markets. We manage liquidity at both the parent and subsidiary levels through active management of the balance sheet.

The additional information called for by this item is incorporated herein by reference to the “Liquidity and Capital Resources” section of Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Quarterly Report on Form 10-Q.

Table of Contents

Interest Rate Risk

Interest rate risk, one of the more prominent risks in terms of potential earnings impact, is an inevitable part of being a financial intermediary. It can occur for any one or more of the following reasons: (a) assets and liabilities may mature or reprice at different times (for example, if assets reprice faster than liabilities and interest rates are generally falling, our earnings will initially decline); (b) assets and liabilities may re-price at the same time but by different amounts (when the general level of interest rates is falling, we may choose for customer management, competitive, or other reasons to reduce the rates paid on checking and savings deposit accounts by an amount that is less than the general decline in market interest rates); (c) short-term and long-term market interest rates may change by different amounts (i.e. the shape of the yield curve may impact new loan yields and funding costs differently); or (d) the remaining maturity of various assets or liabilities may shorten or lengthen as interest rates change (for example, mortgage-backed securities held in the securities available for sale portfolio may prepay significantly earlier than anticipated – with an associated reduction in portfolio yield and income – if long-term mortgage rates decline sharply). In addition to the direct impact of interest rate changes on net interest income through these categories, interest rates indirectly impact earnings through their effect on loan demand, credit losses, mortgage origination fees, and other sources of our earnings.

In determining the appropriate level of interest rate risk, we consider the impact on earnings and capital of the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. We believe that short term interest rate risk is best measured by simulation modeling. We prepare a current base case and standard alternative scenarios at least once quarterly and report the analysis both internally to the ~~Asset / Liability Committee~~ALCO and to the Board of Directors. More frequent or alternative scenarios are often prepared at our discretion.

The balance sheet is subject to quarterly testing for the standard alternative interest rate shock possibilities to indicate the inherent interest rate risk. Current and forward rates are shocked by +/- 100, +/- 200, +300, and +400 bp. Certain scenarios may be impractical under different economic circumstances. We seek to structure the balance sheet so that net interest income at risk over a twelve month period does not exceed policy guidelines at the various interest rate shock levels.

Measures of the net interest income at risk produced by the simulation analysis are indicators of an institution’s short-term performance in alternative rate environments. The measures are typically based upon a relatively brief period, usually one year, and do not provide meaningful insight into the institution’s long-term performance. Our net interest income exposure to these rate shocks at both ~~March 31,~~June 30, 2020 and December 31, 2019 are presented in the following table. Due to ~~relatively~~ low current market interest rates, it was not possible to calculate the down 200 bp scenario because many of the market interest rates would fall below zero in that scenario. In addition, the down 100 bp scenarios assumes no market interest rates fall below zero. All measures were in compliance with our policy limits.

Estimated Change in Net Interest Income

Change in interest rates:

+ 400 bp

+ 300 bp

+ 200 bp

+ 100 bp

- 100 bp

- 200 bp

Policy limits

(15)
%
(12)
%
(10)
%
(10)
%
(10)
%
(12)
%
June 30, 2020

1.5
%
1.7
%
1.6
%
1.4
%
(1.4)
%
na

December 31, 2019

(13.1)
%
(9.7)
%
(6.3)
%
(3)
%
(0.6)
%
na

50
Estimated Change in Net Interest Income
Change in interest rates: + 400 bp + 300 bp + 200 bp + 100 bp - 100 bp - 200 bp
Policy limits -15 % -12 % -10 % -10 % -10 % -12 %
March 31, 2020 1.0 % 1.4 % 1.5 % 1.4 % -1.4 % na
December 31, 2019 -13.1 % -9.7 % -6.3 % -3.0 % -0.6 % na
~~Item 4.~~ Item 4.          Controls and Procedures
As required by SEC rules, the Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of ~~March 31,~~June 30, 2020. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Table of Contents

There were no material changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended ~~March 31,~~June 30, 2020, that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II - Other Information

~~Item 1.~~

Item 1. Legal Proceedings

From time to time, we ~~may be~~are involved in litigation relating to claims arising out of our normal course of business. As of the date of this report, we are not aware of any material pending ~~litigation matters.~~legal proceedings.

~~Item 1A.~~

Item 1A. Risk Factors

Investing in shares of our common stock involves certain risks, including those identified and described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as well as cautionary statements contained in this ~~report,~~Quarterly Report, on Form 10-Q, including those under the caption “Forward-Looking Statements,” ~~risks~~ and ~~matters described elsewhere~~set forth in ~~this report~~Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Except as set forth in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and ~~in our other filings~~filed with the ~~SEC.~~

~~We are providing these additional risk factors~~SEC on May 11, 2020, which is incorporated herein by this reference, there have been no material changes to ~~supplement~~ the risk factors ~~contained~~previously disclosed in ~~Item 1A. of our~~the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019.~~

The COVID-19 pandemic has adversely affected our business and results of operations, and the ultimate impacts of the pandemic on our business, financial condition and results of operations will depend on future developments and other factors that are highly uncertain and will be impacted by the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.

The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets and has had an adverse effect on our business and results of operations. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability. In response to the COVID-19 pandemic, the State of Maryland and most other states have taken preventative or protective actions, such as imposing restrictions on travel and business operations, advising or requiring individuals to limit or forego their time outside of their homes, and ordering temporary closures of businesses that have been deemed to be non-essential. These restrictions and other consequences of the pandemic have resulted in significant adverse effects for many different types of businesses, including, among others, those in the travel, hospitality and food and beverage industries, and have resulted in a significant number of layoffs and furloughs of employees nationwide and in the markets in which we operate.

The ultimate effects of COVID-19 on the broader economy and the markets that we serve are not known nor is the ultimate length of the restrictions described above and any accompanying effects. Moreover, the Federal Reserve has taken action to lower the Federal Funds rate, which may negatively affect our interest income and, therefore, earnings, financial condition and results of operation. Additional impacts of COVID-19 on our business could be widespread and material, and may include, or exacerbate, among other consequences, the following:

~~employees contracting COVID-19;~~

~~reductions in our operating effectiveness as our employees work from home;~~

~~a work stoppage, forced quarantine, or other interruption of our business;~~

~~unavailability of key personnel necessary to conduct our business activities;~~

~~effects on key employees, including operational management personnel and those charged with preparing, monitoring and evaluating our financial reporting and internal controls;~~

~~sustained closures of our branch lobbies or the offices of our customers;~~

~~declines in demand for loans and other banking services and products;~~

~~declines in the stability of our deposit base, as well as our capital and liquidity position;~~

~~reduced consumer spending due to both job losses and other effects attributable to COVID-19;~~

~~unprecedented volatility in United States financial markets;~~

~~volatile performance of our investment securities portfolio;~~

~~decline in the credit quality of our loan portfolio, owing to the effects of COVID-19 in the markets we serve, leading to a need to increase our allowance for credit losses;~~

~~declines in value of collateral for loans, including real estate collateral;~~

~~declines in the net worth and liquidity of borrowers and loan guarantors, impairing their ability to honor commitments to us; and~~

declines in demand resulting from businesses being deemed to be “non-essential” by governments in the markets we serve, and from “non-essential” and “essential” businesses suffering adverse effects from reduced levels of economic activity in our markets.

These factors, together or in combination with other events or occurrences that may not yet be known or anticipated, may materially and adversely affect our business, financial condition and results of operations.

In March 2020, we announced programs to support our customers, employees, and communities during the COVID-19 pandemic. A significant number of our borrowers have enrolled in one of our programs to defer all loan payments for periods of up to six months. These programs may negatively impact our revenue and other results of operations in the near term and, if not effective in mitigating the effect of COVID-19 on our customers, may adversely affect our business and results of operations more substantially over a longer period of time.

The ongoing COVID-19 pandemic has resulted in meaningfully lower stock prices for many companies, as well as the trading prices for many other securities. The further spread of the COVID-19 outbreak, as well as ongoing or new governmental, regulatory and private sector responses to the pandemic, may materially disrupt banking and other economic activity generally and in the areas in which we operate. This could result in further decline in demand for our banking products and services, and could negatively impact, among other things, our liquidity, regulatory capital and our growth strategy. Any one or more of these developments could have a material adverse effect on our business, financial condition and results of operations.

We are taking precautions to protect the safety and well-being of our employees and customers. However, no assurance can be given that the steps being taken will be adequate or deemed to be appropriate, nor can we predict the level of disruption which will occur to our employee’s ability to provide customer support and service. If we are unable to recover from a business disruption on a timely basis, our business, financial condition and results of operations could be materially and adversely affected. We may also incur additional costs to remedy damages caused by such disruptions, which could further adversely affect our business, financial condition and results of operations.

The extent to which COVID-19 impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after COVID-19 has subsided, we may continue to experience materially adverse impacts to our business as a result of the virus’ global economic impact, including the availability of credit, adverse impacts on our liquidity and any recession that has occurred or may occur in the future.

There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the outbreak is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. However, the effects could have a material impact on our results of operations and heighten many of our known risks described in “Item 1.A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019.

As a participating lender in the SBA Paycheck Protection Program (“PPP”), we are subject to additional risks of litigation from our customers or other parties regarding our processing of loans for the PPP and risks that the SBA may not fund some or all PPP loan guaranties.

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Stability Act, or CARES Act, which included a $349 billion loan program administered through the SBA referred to as the PPP. Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. The Bank is participating as a lender in the PPP. The PPP opened on April 3, 2020; however, because of the short timeframe between the passing of the CARES Act and the opening of the PPP, there is some ambiguity in the laws, rules and guidance regarding the operation of the PPP, which exposes us to risks relating to noncompliance2019 filed with the ~~PPP. On or about April~~SEC on March 16, 2020, the SBA notified lenders that the $349 billion earmarked for the PPP was exhausted. On April 24, 2020, an additional $320 billion of PPP loan funding was authorized. Since the opening of the PPP, several other larger banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP. We may be exposed to the risk of litigation, from both customers and non-customers that approached us regarding PPP loans, regarding our process and procedures used in processing applications for the PPP. If any such litigation is filed against us and is not resolved in a manner favorable to us, it may result in significant financial liability or adversely affect our reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation could have a material adverse impact on our business, financial condition and results of operations.2020.

53
We also have credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by us, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by us, the SBA may deny our liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from us.
The outbreak of COVID-19, or an outbreak of other highly infectious or contagious diseases, could disrupt banking and other financial activity in the areas in which we operate and could potentially create widespread business continuity issues for us.
Our business is dependent upon the willingness and ability of our employees and customers to conduct banking and other financial transactions. We rely upon our third-party vendors to conduct business and to process, record, and monitor transactions. If any of these vendors are unable to continue to provide us with these services, it could negatively impact our ability to serve our customers. Furthermore, the outbreak could negatively impact the ability of our employees and customers to engage in banking and other financial transactions in Maryland where we operate and could create widespread business continuity issues for us. We have already shifted a substantial portion of our workforce to work remotely and have restricted access to our branch lobbies. However, we could be adversely affected if key personnel or a significant number of employees were to become unavailable due to the effects and restrictions of a COVID-19 outbreak in our market areas. We also face heightened cybersecurity, information security and operational risks as a result of work-from-home arrangements.
The borrowing needs of our clients may increase, especially during this challenging economic environment, which could result in increased borrowing against our contractual obligations to extend credit.
A commitment to extend credit is a formal agreement to lend funds to a client as long as there is no violation of any condition established under the agreement. The actual borrowing needs of our clients under these credit commitments have historically been lower than the contractual amount of the commitments. A significant portion of these commitments expire without being drawn upon. Because of the credit profile of our clients, we typically have a substantial amount of total unfunded credit commitments, which is not reflected on our balance sheet. As of March 31, 2020, we had $386 million in unfunded credit commitments to our clients. Actual borrowing needs of our clients may exceed our expectations, including due to the COVID-19 pandemic, as our clients’ companies may be more dependent on our credit commitments due, among other things, business challenges, a lack of available credit elsewhere, the increasing costs of credit, or the limited availability of financings from private investment firms. This could adversely affect our credit quality and our liquidity, which could adversely affect our ability to fund operations and meet obligations as they become due and could have a material adverse effect on our business, financial condition and results of operations.
~~Item 2.~~ Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Repurchases of Equity Securities
On April 24, 2019, our Board of Directors authorized a stock repurchase program under which we were permitted to repurchase, from time to time, up to $7.0 million of our outstanding common shares. As of February 24, 2020, we had repurchased all remaining shares under the stock repurchase program, resulting in a total of 392,565 shares repurchased at an average price paid per share of ~~$17.83~~
~~The following table reflects information regarding our~~$17.83. As such, we did not engage in any share repurchases ~~for~~in the ~~three months ended March 31, 2020:~~second quarter of 2020.

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 Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plans or
Programs

January 1, 2020 - January 31, 2020 101,301 $ 17.39 101,301 $ 4,915,919
February 1, 2020 - February 29, 2020 271,500 18.11 271,500 -
March 1, 2020 - March 31, 2020 - - - -
Total 372,801 $ 17.91 372,801
~~Item 3.~~ Item 3. Defaults Upon Senior Securities
None

~~Item 4.~~
Item 4. Mine Safety Disclosures
Not applicable
~~Item 5.~~ Item 5.Other Information
None

54
78

Table of Contents

Item 6.Exhibits

~~Item 6.~~
10.1
Employment Agreement entered into between Howard Bank and Robert L. Carpenter dated May 29, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2, 2020)~~Exhibits~~
31.1
~~31.1~~
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - filed herewith
31.2
~~31.2~~
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - filed herewith
32
32
Certifications pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – filed herewith
101
~~101~~
Extensible Business Reporting Language (“XBRL”) – filed herewith

101.INS
XBRL Instance File

101.SCH
XBRL Schema File

101.CAL
XBRL Calculation File

101.DEF
XBRL Definition File

101.LAB
XBRL Label File

101.PRE
XBRL Presentation File

55

79

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.

   HOWARD BANCORP, INC.

   (Registrant)

~~May 11,~~
   August 10, 2020

   /s/ Mary Ann Scully

Date

    Mary Ann Scully

   Chairman and Chief Executive Officer

~~May 11,~~
   August 10, 2020

   /s/ Robert L. Carpenter, Jr.

Date

    Robert L. Carpenter, Jr.

   Executive Vice President and Chief Financial Officer

~~Maryland~~		~~20-3735949~~
Maryland	20-3735949
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


3301 Boston Street, Baltimore, MD		21224
(Address of principal executive offices)		(Zip Code)


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, par value $0.01 per share	HBMD	The Nasdaq Stock Market LLC


Large accelerated filer ¨◻	Accelerated filer x⌧	Non-accelerated filer¨◻	Smaller reporting company x☒	Emerging growth company ¨☐

	x
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	¨ ☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		~~Page~~
~~PART I~~	~~Financial Information~~	2 Page
~~Item 1.~~PART I	Financial ~~Statements~~Information	3
Item 1.	Financial Statements	3
	Consolidated Balance Sheets (Unaudited)	2 3
	Consolidated Statements of Operations (Unaudited)	3 4
	Consolidated Statements of Comprehensive (Loss) Income (Unaudited)	4 5
	Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)	4 6
	Consolidated Statements of Cash Flows (Unaudited)	5 7
	Notes to Consolidated Financial Statements (Unaudited)	6 8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30 41

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	50 76

~~Item 4.~~	~~Controls and Procedures~~	51

~~PART II~~Item 4.	~~Other Information~~Controls and Procedures	52 77
~~Item 1.~~	~~Legal Proceedings~~	52
PART II	Other Information	78
Item ~~1A.~~1.	~~Risk Factors~~Legal Proceedings	52 78

Item 1A.	Risk Factors	78

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54 78

Item 3.	Defaults Upon Senior Securities	54 78

Item 4.	Mine Safety Disclosures	54 78

Item 5.	Other Information	54 78

Item 6.	Exhibits	55 79

Signatures		56 80


	Unaudited
	June 30,		December 31,
(in thousands, except share data)	2020		2019
ASSETS
Cash and due from banks	$	12,652	$	12,992
Interest-bearing deposits with banks		46,418		96,985
Total cash and cash equivalents		59,070		109,977
Securities available for sale, at fair value		276,889		215,505
Securities held to maturity, at amortized cost		7,250		7,750
Nonmarketable equity securities		12,592		14,152
Loans held for sale, at fair value		—		30,710
Loans and leases, net of unearned income		1,898,630		1,745,513
Allowance for credit losses		(16,356)		(10,401)
Net loans and leases		1,882,274		1,735,112
Bank premises and equipment, net		42,434		42,724
Goodwill		31,449		65,949
Core deposit intangible		7,090		8,469
Bank owned life insurance		76,716		75,830
Other real estate owned		2,137		3,098
Deferred tax assets, net		35,034		36,010
Interest receivable and other assets		30,515		29,333
Total assets	$	2,463,450	$	2,374,619
LIABILITIES
Noninterest-bearing deposits	$	671,598	$	468,975
Interest-bearing deposits		1,159,076		1,245,390
Total deposits		1,830,674		1,714,365
FHLB advances		246,000		285,000
Customer repurchase agreements and other borrowings		37,834		6,127
Subordinated debt		28,339		28,241
Total borrowings		312,173		319,368
Accrued expenses and other liabilities		37,322		26,738
Total liabilities		2,180,169		2,060,471
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock - par value of $0.01 authorized 20,000,000 shares; issued and outstanding 18,715,678 shares at June 30, 2020 and 19,066,913 at December 31, 2019		187		191
Capital surplus		270,056		276,156
Retained earnings		9,092		35,158
Accumulated other comprehensive income		3,946		2,643
Total stockholders’ equity		283,281		314,148
Total liabilities and stockholders’ equity	$	2,463,450	$	2,374,619


	Unaudited
	For the six months ended				For the three months ended
	June 30,				June 30,
(in thousands, except per share data)	2020		2019		2020		2019
INTEREST INCOME
Interest and fees on loans and leases	$	39,697	$	41,697	$	19,553	$	21,131
Interest and dividends on securities		3,749		3,596		1,901		1,740
Other interest income		254		636		20		274
Total interest income		43,700		45,929		21,474		23,145
INTEREST EXPENSE
Deposits		5,593		7,568		2,383		4,004
FHLB advances		1,532		2,549		506		1,295
Customer repurchase agreements and other borrowings		17		26		13		13
Subordinated debt		913		958		452		479
Total interest expense		8,055		11,101		3,354		5,791
NET INTEREST INCOME		35,645		34,828		18,120		17,354
Provision for credit losses		6,445		2,835		3,000		1,110
Net interest income after provision for credit losses		29,200		31,993		15,120		16,244
NONINTEREST INCOME
Service charges on deposit accounts		1,075		1,311		432		684
Realized and unrealized gains on mortgage banking activity		1,036		3,793		—		2,308
Gain on the sale of securities		3,044		658		3,044		658
Gain (loss) on the disposal of bank premises & equipment		6		(83)		6		(83)
Income from bank owned life insurance		886		907		441		460
Loan related fees and service charges		755		2,038		175		995
Other operating income		1,323		1,752		661		819
Total noninterest income		8,125		10,376		4,759		5,841
NONINTEREST EXPENSE
Compensation and benefits		14,700		16,306		6,259		8,272
Occupancy and equipment		2,275		6,754		1,242		5,183
Marketing and business development		903		941		453		484
Professional fees		1,360		1,503		634		718
Data processing fees		1,776		2,525		849		1,147
FDIC assessment		499		568		287		281
Other real estate owned		346		131		268		104
Loan production expense		660		1,220		192		700
Amortization of core deposit intangible		1,379		1,551		680		767
Goodwill impairment		34,500		—		34,500		—
Other operating expense		3,789		2,812		2,264		1,798
Total noninterest expense		62,187		34,311		47,628		19,454
(LOSS) INCOME BEFORE INCOME TAXES		(24,862)		8,058		(27,749)		2,631
Income tax expense		1,204		1,714		1,660		543
NET (LOSS) INCOME	$	(26,066)	$	6,344	$	(29,409)	$	2,088
NET (LOSS) INCOME PER COMMON SHARE
Basic	$	(1.39)	$	0.33	$	(1.57)	$	0.11
Diluted	$	(1.39)	$	0.33	$	(1.57)	$	0.11

	Unaudited
	For the three months ended
	March 31,
(in thousands, except per share data)	2020			2019
INTEREST INCOME
Interest and fees on loans and leases	$	20,144		$	20,566
Interest and dividends on securities		1,848			1,856
Other interest income		234			362
Total interest income		22,226			22,784
INTEREST EXPENSE
Deposits		3,210			3,564
Customer repurchase agreements and federal funds purchased		4			12
FHLB advances		1,026			1,254
Subordinated debt		461			480
Total interest expense		4,701			5,310
NET INTEREST INCOME		17,525			17,474
Provision for credit losses		3,445			1,725
Net interest income after provision for credit losses		14,080			15,749
NONINTEREST INCOME
Service charges on deposit accounts		642			627
Realized and unrealized gains on mortgage banking activity		1,036			1,485
Income from bank owned life insurance		445			447
Loan related fees and service charges		581			1,043
Other operating income		662			933
Total noninterest income		3,366			4,535
NONINTEREST EXPENSE
Compensation and benefits		8,441			8,034
Occupancy and equipment		1,033			1,571
Amortization of core deposit intangible		699			784
Marketing and business development		450			457
Professional fees		726			785
Data processing fees		927			1,378
FDIC assessment		212			287
Other real estate owned		78			27
Loan production expense		468			520
Other operating expense		1,525			1,014
Total noninterest expense		14,559			14,857
INCOME BEFORE INCOME TAXES		2,887			5,427
Income tax (benefit) expense		(456	)		1,171
NET INCOME	$	3,343		$	4,256
NET INCOME PER COMMON SHARE
Basic	$	0.18		$	0.22
Diluted	$	0.18		$	0.22


								Accumulated
								other
Unaudited	Number of	Common		Capital		Retained		comprehensive
(dollars in thousands, except share data)	shares	stock		surplus		earnings		(loss) income		Total
Six months ended
Balances at December 31, 2018	19,039,347	$	190	$	275,843	$	18,277	$	373	$	294,683
Net income	—		—		—		6,344		—		6,344
Other comprehensive income	—		—		—		—		2,124		2,124
Director stock awards	4,802		—		62		—		—		62
Exercise of options	12,149		1		104		—		—		105
Employee stock purchase plan	6,782		—		97		—		—		97
Stock-based compensation	—		—		112		—		—		112
Balances at June 30, 2019	19,063,080	$	191	$	276,218	$	24,621	$	2,497	$	303,527

Balances at December 31, 2019	19,066,913	$	191	$	276,156	$	35,158	$	2,643	$	314,148
Net loss	—		—		—		(26,066)		—		(26,066)
Other comprehensive income	—		—		—		—		1,303		1,303
Director stock awards	8,151		—		137		—		—		137
Employee stock purchase plan	12,581		—		195		—		—		195
Repurchased shares	(372,801)		(4)		(6,673)		—		—		(6,677)
Stock-based compensation	834		—		241		—		—		241
Balances at June 30, 2020	18,715,678	$	187	$	270,056	$	9,092	$	3,946	$	283,281

	Unaudited
	For the three months ended
	March 31,
(in thousands)	2020			2019
Net Income	$	3,343		$	4,256
Other comprehensive income
Investments available-for-sale:
Unrealized holding gains		5,669			1,800
Related income tax expense		(1,560	)		(496	)
Comprehensive income	$	7,452		$	5,560

												Accumulated
												other
Unaudited	Number of			Common			Capital			Retained		comprehensive
(dollars in thousands, except share data)	shares			stock			surplus			earnings		income		Total
Balances at December 31, 2018		19,039,347		$	190		$	275,843		$	18,277	$	373	$	294,683
Net income		-			-			-			4,256		-		4,256
Other comprehensive gain		-			-			-			-		1,304		1,304
Director stock awards		4,802			-			62			-		-		62
Exercise of options		8,554			1			76			-		-		77
Employee stock purchase plan		6,782			-			97			-		-		97
Stock-based compensation		-			-			50			-		-		50
Balances at March 31, 2019		19,059,485		$	191		$	276,128		$	22,533	$	1,677	$	300,529

Balances at December 31, 2019		19,066,913		$	191		$	276,156		$	35,158	$	2,643	$	314,148
Net income		-			-			-			3,343		-		3,343
Other comprehensive gain		-			-			-			-		4,109		4,109
Director stock awards		8,151			-			137			-		-		137
Employee stock purchase plan		12,581			-			195			-		-		195
Repurchased shares		(372,801	)		(4	)		(6,673	)		-		-		(6,677	)
Stock-based compensation		-			-			103			-		-		103
Balances at March 31, 2020		18,714,844		$	187		$	269,918		$	38,501	$	6,752	$	315,358


	Unaudited
	Six months ended
	June 30,
(in thousands)	2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(26,066)	$	6,344
Adjustments to reconcile net (loss) income to net cash from operating activities:
Provision for credit losses		6,445		2,835
Deferred income tax		481		1,422
Provision for other real estate owned		257		65
Depreciation and amortization		1,108		1,209
Stock-based compensation		378		112
Net accretion of discount on purchased loans		(590)		(925)
Gain on sale of securities		(3,044)		(658)
(Gain) loss on the sale of premises and equipment		(6)		83
Net amortization of intangible asset		1,379		1,551
Goodwill impairment		34,500		—
Loans originated for sale		(79,847)		(259,868)
Proceeds from sale of loans originated for sale		111,593		247,241
Realized and unrealized gains on mortgage banking activity		(1,036)		(3,793)
Loss on sale of other real estate owned, net		28		-
Cash surrender value of BOLI		(886)		(907)
Decrease in interest receivable and other assets		4,046		2,794
(Decrease) increase in accrued expenses and other liabilities		(1,666)		959
Other, net		31		14
Net cash provided by (used in) operating activities		47,105		(1,522)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities		(179,695)		(6,502)
Proceeds from sales, maturities and calls of investment securities		130,815		81,159
Net increase in loans and leases outstanding		(153,067)		(54,308)
Proceeds from the sale of other real estate owned		727		—
Purchase of premises and equipment		(69)		(422)
Proceeds from the sale of premises and equipment		743		1,392
Net cash (used in) provided by investing activities		(200,546)		21,319
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits		116,309		31,410
Net increase (decrease) customer repurchase agreements and other borrowings		31,707		(11,907)
Net decrease in FHLB advances		(39,000)		(16,000)
Proceeds from issuance of common stock, net of cost		195		263
Repurchase of common stock		(6,677)		—
Net cash provided by financing activities		102,534		3,766

Net (decrease) increase in cash and cash equivalents		(50,907)		23,563
Cash and cash equivalents at beginning of period		109,977		101,498
Cash and cash equivalents at end of period	$	59,070	$	125,061
SUPPLEMENTAL INFORMATION
Cash payments for interest	$	8,103	$	11,070
Cash payments for income taxes		15		—
Transferred from loans to other real estate owned		51		375
Cash payments for operating leases		441		785
Lease liabilities arising from obtaining right of use assets (see Note 8)		2,011		15,183
Liability for unsettled securities purchases		10,238		—
Goodwill reduction for adjustments to acquired net deferred tax assets		—		4,748

	Unaudited
	Three months ended
	March 31
(in thousands)	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,343		$	4,256
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses		3,445			1,725
Deferred income tax		921			1,025
Provision for other real estate owned		21			-
Depreciation and amortization		558			586
Stock-based compensation		240			209
Net accretion of discount on purchased loans		(204	)		(464	)
Net amortization of intangible asset		699			784
Loans originated for sale		(79,847	)		(84,354	)
Proceeds from sale of loans originated for sale		107,798			80,285
Realized and unrealized gains on mortgage banking activity		(1,036	)		(1,485	)
Loss on sale of other real estate owned, net		28			-
Cash surrender value of BOLI		(445	)		(447	)
Increase in other assets		(3,179	)		(243	)
Decrease in other liabilities		(2,723	)		(1,166	)
Other, net		13			(73	)
Net cash provided by operating activities		29,632			638
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities		(64,441	)		(5,000	)
Proceeds from sales, maturities and calls of investment securities		10,350			38,872
Net (increase) decrease in loans and leases outstanding		(16,164	)		193
Proceeds from the sales of other real estate owned		727			-
Purchase of premises and equipment		(377	)		(171	)
Net cash (used in) provided by investing activities		(69,905	)		33,894
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits		74,534			(12,338	)
Net decrease in customer repurchase agreements and federal funds purchased		(806	)		(6,307	)
Net increase (decrease) in FHLB advances		59,000			(20,000	)
Proceeds from issuance of common stock, net of cost		195			77
Repurchase of common stock		(6,677	)		-
Net cash provided by (used in) financing activities		126,246			(38,568	)

Net increase (decrease) in cash and cash equivalents		85,973			(4,036	)
Cash and cash equivalents at beginning of period		109,977			101,498
Cash and cash equivalents at end of period	$	195,950		$	97,462
SUPPLEMENTAL INFORMATION
Cash payments for interest	$	4,230		$	5,044
Cash payments for income taxes		15			-
Cash payments for operating leases		195			365
Lease liabilities arising from obtaining right of use assets (see Note 8)		2,011			18,009
Goodwill reduction for adjustments to acquired net deferred tax assets		-			4,748


(in thousands)	June 30, 2020		December 31, 2019
Loans held for sale, January 1	$	30,710	$	21,261
Loans originated for sale		79,847		573,306
Loans sold into the secondary market		(110,557)		(563,857)
Loans held for sale, at end of period	$	—	$	30,710
Loans originated for the Bank's portfolio	$	11,378	$	114,561

	Quarter Ended			Year Ended
(in thousands)	March 31, 2020			December 31, 2019
Loans held for sale, January 1	$	30,710		$	21,261
Loans originated for sale		79,847			573,306
Loans sold into the secondary market		(106,762	)		(563,857	)
Loans held for sale, at end of period	$	3,795		$	30,710
Loans originated for the Bank's portfolio	$	11,378		$	114,561


	For the six months ended June 30,				For the three months ended June 30,
($ in thousands)	2020		2019		2020		2019
Statement of Operations:
Net interest income	$	143	$	340	$	—	$	193

Realized and unrealized gains on mortgage banking activity		1,036		3,737		—		2,296
Loan related fees and service charges		389		1,320		—		816
Total noninterest income		1,425		5,057		—		3,112

Salaries and benefits		928		3,063		—		1,456
Occupancy		20		154		—		75
All other operating expenses		490		1,050		—		582
Total noninterest expense		1,438		4,267		—		2,113
Pretax contribution		130		1,130		—		1,192
Income tax expense		36		311		—		328
After tax contribution	$	94	$	819	$	—	$	864


December 31, 2019
(in thousands)	Less than 12 months				12 months or more				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
Available for sale
U.S. Government
Agencies	$	10,689	$	79	$	-	$	-	$	10,689	$	79
Mortgage-backed		35,512		60		975		7		36,487		67
Other investments		-		-		2,990		20		2,990		20
	$	46,201	$	139	$	3,965	$	27	$	50,166	$	166
Held to maturity
Corporate debentures	$	-	$	-	$	-	$	-	$	-	$	-

(in millions) Loan Category	Loan Balance		As % of Total Loans			Total Exposure (1)		As % of Total Exposure			Loan Balance with Modifications		As % of Loan Category			SBA PPP Loan Balance		As % of Loan Category
CRE - retail	$	109.8		6.2	%	$	112.0		5.3	%	$	21.5		19.6	%	$	-		-	%
Hotels		61.5		3.5			67.0		3.2			53.5		87.0			0.9		1.5
CRE - residential rental		50.3		2.9			51.4		2.4			10.9		21.7			-		-
Nursing and residential care		39.8		2.3			46.3		2.2			-		-			1.8		4.5
Retail trade		26.3		1.5			37.3		1.8			1.1		4.2			6.3		24.0
Restaurants and caterers		26.1		1.5			29.0		1.4			19.5		74.7			8.9		34.1
Religious and similar organizations		27.6		1.6			28.6		1.4			2.9		10.5			2.7		9.8
Arts, entertainment, and recreation		16.2		0.9			18.5		0.9			14.5		89.5			1.3		8.0
Total - selected categories	$	357.6		20.3	%	$	390.1		18.6	%	$	123.9		34.6	%	$	21.9		6.1	%


			As % of				As % of		Balance		As % of				As % of
($in millions)	Loan		Total		Total		Total		with		Total		SBA PPP		Loans
Loan Category	Balance		Loans		Exposure (1)		Exposure		Modifications		Category		Loan Relief		Category
CRE - retail	$	109.1	5.7	%	$	109.1	4.8	%	$	27.2	24.9	%	$	—	0.0	%
Hotels		60.8	3.2	%		62.8	2.8	%		52.7	86.6	%		1.5	2.5	%
CRE - residential rental		47.8	2.5	%		47.8	2.1	%		8.8	18.4	%		—	0.0	%
Nursing and residential care		39.7	2.1	%		44.8	2.0	%		2.5	6.4	%		2.2	5.6	%
Retail trade		23.6	1.2	%		38.3	1.7	%		2.1	8.9	%		12.9	54.7	%
Restaurants and caterers		28.4	1.5	%		32.0	1.4	%		19.5	68.5	%		14.7	51.6	%
Religious and similar organizations		29.1	1.5	%		31.1	1.4	%		3.3	11.4	%		6.1	20.8	%
Arts, entertainment, and recreation		15.0	0.8	%		17.6	0.8	%		7.5	49.9	%		3.2	21.0	%
Total - selected categories	$	353.6	18.6	%	$	383.5	17.0	%	$	123.6	35.0	%	$	40.5	11.5	%


			As % of		As % of
($ in millions)	Loan		Total		Total "High
Loan Portfolio Segment	Balance		Loans		Impacts"
Commercial real estate - non-owner occupied	$	206.9	10.9	%	58.5	%
Commercial real estate - owner occupied		65.4	3.4	%	18.5	%
Construction and land		51.9	2.7	%	14.7	%
Commercial loans and leases		28.7	1.5	%	8.1	%
Other		0.6	—	%	0.2	%
Total	$	353.6	18.6	%	100.0	%

	March 31, 2020
									Commercial real estate				Commercial
	Construction			Residential real estate					owner		non-owner		loans			Consumer

																						At June 30, 2020
																												Commercial real estate				Commercial				Paycheck
																						Construction		Residential real estate				owner		non-owner		loans		Consumer		Protection
(in thousands)	and land			first lien			junior lien		occupied		occupied		and leases			loans			Total			and land		first lien		junior lien		occupied		occupied		and leases		loans		Program		Total
Allowance for credit losses:
Six months ended:
Beginning balance	$	1,256		$	2,256		$	478	$	788	$	2,968	$	2,103		$	552		$	10,401		$	1,256	$	2,256	$	478	$	788	$	2,968	$	2,103	$	552	$	—	$	10,401
Charge-offs		-			(33	)		-		-		-		(549	)		(1	)		(583	)		—		(33)		—		—		(23)		(549)		(9)		—		(614)
Recoveries		-			3			51		-		-		66			1			121			—		3		52		—		—		67		2		—		124
Provision for credit losses		(64	)		(22	)		334		466		1,162		1,330			239			3,445			269		488		394		1,018		2,645		1,435		196		—		6,445
Ending balance	$	1,192		$	2,204		$	863	$	1,254	$	4,130	$	2,950		$	791		$	13,384		$	1,525	$	2,714	$	924	$	1,806	$	5,590	$	3,056	$	741	$	—	$	16,356


Three months ended:
Beginning balance																						$	1,192	$	2,204	$	863	$	1,254	$	4,130	$	2,950	$	791	$	—	$	13,384
Charge-offs																							—		—		—		—		(23)		—		(8)		—		(31)
Recoveries																							—		—		1		—		—		1		1		—		3
Provision for credit losses																							333		510		60		552		1,483		105		(43)		—		3,000
Ending balance																						$	1,525	$	2,714	$	924	$	1,806	$	5,590	$	3,056	$	741	$	—	$	16,356

Allowance allocated to:
individually evaluated for impairment	$	-		$	-		$	-	$	-	$	-	$	-		$	-		$	-		$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
collectively evaluated for impairment	$	1,192		$	2,204		$	863	$	1,254	$	4,130	$	2,950		$	791		$	13,384		$	1,525	$	2,714	$	924	$	1,806	$	5,590	$	3,056	$	741	$	—	$	16,356
Loans and leases:
Ending balance	$	130,980		$	428,788		$	71,045	$	248,918	$	447,889	$	389,065		$	44,734		$	1,761,419		$	128,567	$	409,402	$	67,430	$	244,802	$	455,051	$	352,999	$	46,660	$	193,719	$	1,898,630
individually evaluated for impairment	$	478		$	12,470		$	832	$	477	$	1,777	$	1,092		$	102		$	17,228		$	347	$	13,679	$	1,365	$	800	$	576	$	1,619	$	102	$	—	$	18,488
collectively evaluated for impairment	$	130,502		$	416,318		$	70,213	$	248,441	$	446,112	$	387,973		$	44,632		$	1,744,191		$	128,220	$	395,723	$	66,065	$	244,002	$	454,475	$	351,380	$	46,558	$	193,719	$	1,880,142


	At June 30, 2019
							Commercial real estate				Commercial
	Construction		Residential real estate				owner		non-owner		loans		Consumer
(in thousands)	and land		first lien		junior lien		occupied		occupied		and leases		loans		Total
Allowance for credit losses:
Six months ended:
Beginning balance	$	741	$	1,170	$	292	$	735	$	4,057	$	2,644	$	234	$	9,873
Charge-offs		(282)		(362)		(471)		(44)		(2,026)		(525)		(18)		(3,728)
Recoveries		—		—		104		—		3		32		1		140
Provision for credit losses		669		982		512		202		765		(456)		161		2,835
Ending balance	$	1,128	$	1,790	$	437	$	893	$	2,799	$	1,695	$	378	$	9,120

Three months ended:
Beginning balance	$	1,220	$	1,372	$	390	$	817	$	3,188	$	1,543	$	224	$	8,754
Charge-offs		(62)		(238)		(221)		(44)		—		(298)		(11)		(874)
Recoveries		—		—		99		—		1		30		—		130
Provision for credit losses		(30)		656		169		120		(390)		420		165		1,110
Ending balance	$	1,128	$	1,790	$	437	$	893	$	2,799	$	1,695	$	378	$	9,120

Allowance allocated to:
individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
collectively evaluated for impairment	$	1,128	$	1,790	$	437	$	893	$	2,799	$	1,695	$	378	$	9,120
Loans and leases:
Ending balance	$	115,753	$	411,213	$	80,303	$	232,771	$	442,449	$	367,856	$	50,675	$	1,701,020
individually evaluated for impairment	$	933	$	12,530	$	914	$	225	$	2,608	$	1,862	$	287	$	19,359
collectively evaluated for impairment	$	114,820	$	398,683	$	79,389	$	232,546	$	439,841	$	365,994	$	50,388	$	1,681,661


	At December 31, 2019
							Commercial real estate				Commercial
	Construction		Residential real estate				owner		non-owner		loans		Consumer
(in thousands)	and land		first lien		junior lien		occupied		occupied		and leases		loans		Total
Allowance for credit losses:
Beginning balance	$	741	$	1,170	$	292	$	735	$	4,057	$	2,644	$	234	$	9,873
Charge-offs		(282)		(518)		(532)		(46)		(2,026)		(622)		(210)		(4,236)
Recoveries		80		-		115		-		17		357		2		571
Provision for credit losses		717		1,604		603		99		920		(276)		526		4,193
Ending balance	$	1,256	$	2,256	$	478	$	788	$	2,968	$	2,103	$	552	$	10,401
Allowance allocated to:
individually evaluated for impairment	$	-	$	-	$	-	$	-	$	-	$	500	$	-	$	500
collectively evaluated for impairment	$	1,256	$	2,256	$	478	$	788	$	2,968	$	1,603	$	552		9,901
Loans and leases:
Ending balance	$	128,285	$	437,409	$	74,164	$	241,795	$	444,052	$	372,872	$	46,936	$	1,745,513
individually evaluated for impairment	$	481	$	13,131	$	786	$	566	$	1,725	$	2,360	$	127	$	19,176
collectively evaluated for impairment	$	127,804	$	424,278	$	73,378	$	241,229	$	442,327	$	370,512	$	46,809	$	1,726,337


	June 30, 2019
							Commercial real estate				Commercial
	Construction		Residential real estate				owner		non-owner		loans		Consumer
(in thousands)	and land		first lien		junior lien		occupied		occupied		and leases		loans		Total
Impaired loans:
Recorded investment ¹	$	933	$	12,530	$	914	$	225	$	2,608	$	1,862	$	287	$	19,359
With an allowance recorded		—		—		—		—		—		—		—		—
With no related allowance recorded		933		12,530		914		225		2,608		1,862		287		19,359
Related allowance		—		—		—		—		—		—		—		—
Unpaid principal		1,322		13,818		1,135		246		4,363		3,097		302		24,283
Six months ended:
Average balance of impaired loans		1,459		15,171		1,385		247		4,480		3,536		313		26,591
Interest income recognized		—		138		33		8		13		14		5		211
Three months ended:
Average balance of impaired loans		1,454		15,154		1,370		247		4,457		3,525		313		26,520
Interest income recognized		—		86		26		8		6		10		4		140

	March 31, 2020
	Number		Non-Accrual		Number		Accrual		Total

											June 30, 2020
											Number	Non-Accrual		Number	Accrual		Total
(dollars in thousands)	of Loans		Status		of Loans		Status		TDRs		of Loans	Status		of Loans	Status		TDRs
Construction and land		1	$	124		-	$	-	$	124
Residential real estate - first lien		2		269		2		965		1,234	2	$	261	2	$	963	$	1,224
Commercial loans and leases		1		414		2		367		781	1		414	2		363		777
		4	$	807		4	$	1,332	$	2,139
											3	$	675	4	$	1,326	$	2,001

	March 31, 2020
			Not Performing		Performing
	Related		to Modified		to Modified		Total

									June 30, 2020
											Not Performing		Performing
									Related		to Modified		to Modified		Total
(in thousands)	Allowance		Terms		Terms		TDRs		Allowance		Terms		Terms		TDRs
Construction and land
Extension or other modification	$	-	$	124	$	-	$	124
Residential real estate - first lien
Extension or other modification		-		269		965		1,234	$	—	$	261	$	963	$	1,224
Commercial loans
Extension or other modification		-		-		367		367		—		—		363		363
Forbearance		-		414		-		414		—		414		—		414
Total troubled debt restructured loans	$	-	$	807	$	1,332	$	2,139	$	—	$	675	$	1,326	$	2,001

				December 31, 2019
	Balance Sheet	Notional		Estimated Fair Value
(dollars in thousands)	Location	Amount		Gain		Loss
Not designated hedges of interest rate risk:
Customer related interest rate contracts:
Matched interest rate swaps with borrowers	Other assets and
	other liabilities	$	2,853	$	217	$	-
Matched interest rate swaps with counterparty	Other assets and
	other liabilities	$	2,853	$	-	$	228




(in thousands)
Goodwill:
December 31, 2019	$	65,949
Goodwill impairment		(34,500)
June 30, 2020	$	31,449

(in thousands)
2020	$	1,975
2021		2,326
2022		1,915
2023		1,298
2024		256
Total amortizing intangible assets	$	7,770

	March 31,

							Six months ended June 30,				Three months ended June 30,
(in thousands)	2020			2019			2020		2019		2020		2019
Operating lease cost	$	364		$	550		$	784	$	1,080	$	420	$	530
Sublease income		(168	)		(185	)		(344)		(293)		(176)		(108)
Amortization of ROU assets		45			-			77		82		32		82
	$	241		$	365
							$	517	$	869	$	276	$	504


(in thousands)
2020	$	1,285		$	855
2021		1,662			1,662
2022		1,520			1,520
2023		1,372			1,372
2024		1,170			1,170
Thereafter		13,033			13,033
Total future lease payments	$	20,042		$	19,612
Discount of cash flows		(3,908	)		(3,807)
Present value on net future lease payments	$	16,134		$	15,805


Weighted average remaining term in years		6.64			6.47
Weighted average discount rate		2.89	%		2.89	%


	March 31, 2020					December 31, 2019
			% of					% of

											June 30, 2020				December 31, 2019
													% of				% of
(dollars in thousands)	Amount		Total			Amount		Total			Amount		Total		Amount		Total
Noninterest-bearing demand	$	483,499		27	%	$	468,975		27	%	$	671,598	37	%	$	468,975	27	%
Interest-bearing checking		173,739		10			183,447		11			186,768	10			183,447	11
Money market accounts		356,469		20			360,711		21			383,031	21			360,711	21
Savings		134,060		7			130,141		7			146,148	7			130,141	7
Certificates of deposit $250 and over		66,713		4			77,782		5			65,769	4			77,782	5
Certificates of deposit under $250		574,419		32			493,309		29			377,360	21			493,309	29
Total deposits	$	1,788,899		100	%	$	1,714,365		100	%	$	1,830,674	100	%	$	1,714,365	100	%