UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~June 30, 2020~~March 31, 2021


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

For the transition period from to

Commission File Number 001-38290

Sterling Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Michigan	38-3163775
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

One Towne Square, Suite 1900

Southfield, Michigan 48076

(248) 355-2400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value per share	SBT	The NASDAQ Stock Market LLC (NASDAQ
~~value per share~~		~~(NASDAQ~~ Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐			Accelerated ~~filer~~ ☒			~~Non~~-~~accelerated~~ filer ☐		Non-accelerated filer ☒		Smaller reporting company ☒
									Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~October 13, 2020, there were 49,977,209~~May 11, 2021,50,189,609 shares of the ~~Registrant’s~~registrant’s Common Stock were outstanding.

Table of Contents

STERLING BANCORP, INC.

FORM 10-Q

INDEX


PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020	2
	Condensed Consolidated Statements of Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	3
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	4
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	5
	Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	6
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3637
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5856
Item 4.	Controls and Procedures	5957

PART II — OTHER INFORMATION		60
Item 1.	Legal Proceedings	6058
Item 1A.	Risk Factors	6259
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6260
Item 6.	Exhibits	6361
Exhibit Index		6361
SIGNATURES		6462

Table of Contents

Sterling Bancorp, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(dollars in thousands)

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

June 30,

December 31,


2020

2019
Assets




Cash and due from banks

$
623,376

$
77,819
Interest-bearing time deposits with other banks

9,731

1,025
Investment securities

257,730

152,544
Mortgage loans held for sale

3,184

1,337
Loans, net of allowance for loan losses of $46,931 and $21,730

2,717,224

2,891,530
Accrued interest receivable

13,864

13,718
Mortgage servicing rights, net

7,266

9,765
Leasehold improvements and equipment, net

8,849

9,198
Operating lease right-of-use assets

19,804

18,715
Federal Home Loan Bank stock, at cost

22,950

22,950
Cash surrender value of bank-owned life insurance

32,215

31,917
Deferred tax asset, net

20,093

12,095
Other assets

2,217

2,271
Total assets

$
3,738,503

$
3,244,884

Liabilities and Shareholders' Equity




Liabilities:




Noninterest-bearing deposits

$
72,714

$
77,563
Interest-bearing deposits

2,819,368

2,417,877
Total deposits

2,892,082

2,495,440
Federal Home Loan Bank borrowings

329,000

229,000
Subordinated notes, net

65,259

65,179
Operating lease liabilities

21,056

19,868
Accrued expenses and other liabilities

99,701

102,783
Total liabilities

3,407,098

2,912,270
Shareholders’ equity:




Preferred stock, authorized 10,000,000 shares; 0 shares issued and outstanding

—

—
Common stock, 0 par value, authorized 500,000,000 shares; issued and outstanding 50,007,415 shares at June 30, 2020 and 49,944,473 shares at December 31, 2019, respectively

80,807

80,889
Additional paid-in capital

13,328

13,210
Retained earnings

236,657

238,319
Accumulated other comprehensive income

613

196
Total shareholders’ equity

331,405

332,614
Total liabilities and shareholders’ equity

$
3,738,503

$
3,244,884


	March 31,		December 31,
	2021		2020
Assets
Cash and due from banks	$	873,223	$	998,497
Interest-bearing time deposits with other banks		5,528		7,021
Investment securities		259,686		304,958
Mortgage loans held for sale		19,848		22,284
Loans, net of allowance for loan losses of $71,871 and $72,387		2,389,599		2,434,356
Accrued interest receivable		10,439		10,990
Mortgage servicing rights, net		4,626		5,688
Leasehold improvements and equipment, net		9,085		8,512
Operating lease right-of-use assets		18,791		19,232
Federal Home Loan Bank stock, at cost		22,950		22,950
Cash surrender value of bank-owned life insurance		32,631		32,495
Deferred tax asset, net		24,104		24,326
Other assets		23,517		22,736
Total assets	$	3,694,027	$	3,914,045

Liabilities and Shareholders' Equity
Liabilities:
Noninterest-bearing deposits	$	61,329	$	58,458
Interest-bearing deposits		2,749,868		3,040,508
Deposits held for sale		78,035		—
Total deposits		2,889,232		3,098,966
Federal Home Loan Bank borrowings		318,000		318,000
Subordinated notes, net		65,384		65,341
Operating lease liabilities		20,056		20,497
Accrued expenses and other liabilities		79,439		91,650
Total liabilities		3,372,111		3,594,454

Shareholders’ equity:
Preferred stock, authorized 10,000,000 shares; 0 shares issued and outstanding		—		—
Common stock, 0 par value, authorized 500,000,000 shares; issued and outstanding 50,009,407 shares at March 31, 2021 and 49,981,861 shares at December 31, 2020, respectively		80,807		80,807
Additional paid-in capital		13,603		13,544
Retained earnings		227,178		224,853
Accumulated other comprehensive income		328		387
Total shareholders’ equity		321,916		319,591
Total liabilities and shareholders’ equity	$	3,694,027	$	3,914,045

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Sterling Bancorp, Inc.

Condensed Consolidated Statements of ~~Income~~Operations (Unaudited)

(dollars in thousands, except per share amounts)


	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2020		2019		2020		2019		2021		2020
Interest income
Interest and fees on loans	$	37,501	$	43,301	$	77,026	$	85,023	$	31,294	$	39,525
Interest and dividends on investment securities and restricted stock		1,037		1,272		2,071		2,499		390		1,034
Other interest		141		216		575		452		263		434
Total interest income		38,679		44,789		79,672		87,974		31,947		40,993

Interest expense
Interest on deposits		9,576		11,524		19,940		22,180		6,702		10,364
Interest on Federal Home Loan Bank borrowings		877		1,375		1,687		2,430		838		810
Interest on subordinated notes		1,178		1,175		2,355		2,349		1,180		1,177
Total interest expense		11,631		14,074		23,982		26,959		8,720		12,351

Net interest income		27,048		30,715		55,690		61,015		23,227		28,642
Provision (recovery) for loan losses		4,297		180		25,150		(834)		(737)		20,853
Net interest income after provision (recovery) for loan losses		22,751		30,535		30,540		61,849		23,964		7,789

Non-interest income
Service charges and fees		95		112		212		216		159		117
Investment management and advisory fees		255		425		568		765		—		313
Gain (loss) on sale of investment securities		(34)		—		199		—
Gain on sale of investment securities										—		233
Gain on sale of mortgage loans held for sale		751		142		1,020		180		398		269
Gain on sale of portfolio loans		—		1,860		—		4,302
Unrealized gains on equity securities		43		57		123		106
Unrealized gains (losses) on equity securities										(90)		80
Net servicing loss		(207)		(1,002)		(1,118)		(677)		(430)		(911)
Income on cash surrender value of bank-owned life insurance		317		315		645		625		313		328
Other		103		159		203		379		103		100
Total non-interest income		1,323		2,068		1,852		5,896		453		529

Non-interest expense
Salaries and employee benefits		7,336		7,381		14,089		14,648		7,848		6,753
Occupancy and equipment		2,208		2,170		4,326		4,407		2,196		2,118
Professional fees		8,268		1,104		11,580		2,066		8,755		3,312
Advertising and marketing		70		406		343		845		40		273
FDIC assessments		240		190		259		445		719		19
Data processing		351		303		686		611		346		335
Net recovery of mortgage repurchase liability										(153)		—
Other		1,574		2,171		2,999		3,825		1,583		1,425
Total non-interest expense		20,047		13,725		34,282		26,847		21,334		14,235

Income (loss) before income taxes		4,027		18,878		(1,890)		40,898		3,083		(5,917)
Income tax expense (benefit)		1,160		5,444		(727)		11,781		758		(1,887)
Net income (loss)	$	2,867	$	13,434	$	(1,163)	$	29,117	$	2,325	$	(4,030)

Income (loss) per share, basic and diluted	$	0.06	$	0.26	$	(0.02)	$	0.56	$	0.05	$	(0.08)

Weighted average common shares outstanding:
Basic		49,837,948		51,510,951		49,837,805		52,029,816		49,851,202		49,837,662
Diluted		49,841,741		51,520,944		49,837,805		52,039,000		49,912,860		49,837,662

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Sterling Bancorp, Inc.

Condensed Consolidated Statements of Comprehensive Income ~~(Unaudited)~~(Loss)

(dollars in thousands)


	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2020		2019		2020		2019		2021		2020
Net income (loss)	$	2,867	$	13,434	$	(1,163)	$	29,117	$	2,325	$	(4,030)
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on investment securities, arising during the period, net of tax effect of $(66), $35, $218, and $77, respectively		(170)		91		560		197
Reclassification adjustment for (gains) losses included in net income of $34, $-, $(199), and $-, respectively, included in gain (loss) on sale of investment securities, net of tax effect of $(10), $-, $56, and $-, respectively		24		—		(143)		—
Unrealized gains (losses) on investment securities, arising during the period, net of tax effect of $(23) and $284, respectively										(59)		731
Reclassification adjustment for gains included in net income of $- and $233, respectively, included in gain on sale of investment securities, net of tax effect of $- and $65, respectively										—		(168)
Total other comprehensive income (loss)		(146)		91		417		197		(59)		563
Comprehensive income (loss)	$	2,721	$	13,525	$	(746)	$	29,314	$	2,266	$	(3,467)

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Sterling Bancorp, Inc.

Condensed Consolidated Statements of Changes in Shareholders’ ~~Equity (Unaudited)~~Equity

(dollars in thousands, except ~~per~~ share amounts)


								Accumulated											Accumulated
				Additional				Other		Total					Additional				Other		Total
	Common Stock			Paid-in		Retained		Comprehensive		Shareholders’		Common Stock			Paid-in		Retained		Comprehensive		Shareholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Equity		Shares	Amount		Capital		Earnings		Income (Loss)		Equity
Balance at January 1, 2019	53,012,283	$	111,238	$	12,713	$	211,115	$	(9)	$	335,057
Net income	—		—		—		15,683		—		15,683
Balance at January 1, 2020												49,944,473	$	80,889	$	13,210	$	238,319	$	196	$	332,614
Net loss												—		—		—		(4,030)		—		(4,030)
Repurchases of shares of common stock	(1,212,574)		(11,544)		—		—		—		(11,544)	(10,912)		(82)		—		—		—		(82)
Stock-based compensation	71,144		—		126		—		—		126	134,177		—		109		—		—		109
Other comprehensive income	—		—		—		—		106		106	—		—		—		—		563		563
Dividends distributed ($0.01 per share)	—		—		—		(526)		—		(526)	—		—		—		(499)		—		(499)
Balance at March 31, 2019	51,870,853	$	99,694	$	12,839	$	226,272	$	97	$	338,902
Balance at March 31, 2020												50,067,738	$	80,807	$	13,319	$	233,790	$	759	$	328,675

Balance at January 1, 2021												49,981,861	$	80,807	$	13,544	$	224,853	$	387	$	319,591
Net income	—		—		—		13,434		—		13,434	—		—		—		2,325		—		2,325
Repurchases of shares of common stock (Note 10)	(1,034,792)		(10,011)		—		—		—		(10,011)
Stock-based compensation	10,460		—		153		—		—		153
Other comprehensive income	—		—		—		—		91		91
Dividends distributed ($0.01 per share)	—		—		—		(516)		—		(516)
Balance at June 30, 2019	50,846,521	$	89,683	$	12,992	$	239,190	$	188	$	342,053

Balance at January 1, 2020	49,944,473	$	80,889	$	13,210	$	238,319	$	196	$	332,614
Net loss	—		—		—		(4,030)		—		(4,030)
Repurchases of shares of common stock (Note 10)	(10,912)		(82)		—		—		—		(82)
Stock-based compensation	134,177		—		109		—		—		109
Other comprehensive income	—		—		—		—		563		563
Dividends distributed ($0.01 per share)	—		—		—		(499)		—		(499)
Balance at March 31, 2020	50,067,738	$	80,807	$	13,319	$	233,790	$	759	$	328,675
Net income	—		—		—		2,867		—		2,867
Restricted stock surrendered due to employee tax liability												(8,536)		—		(46)		—		—		(46)
Stock-based compensation	(60,323)				9				—		9	36,082		—		105		—		—		105
Other comprehensive loss	—		—		—		—		(146)		(146)	—		—		—		—		(59)		(59)
Balance at June 30, 2020	50,007,415	$	80,807	$	13,328	$	236,657	$	613	$	331,405
Balance at March 31, 2021												50,009,407	$	80,807	$	13,603	$	227,178	$	328	$	321,916

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Sterling Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows ~~(Unaudited)~~

(dollars in thousands)


	Six Months Ended				Three Months Ended
	June 30,				March 31,
	2020		2019		2021		2020
Cash Flows From Operating Activities
Net income (loss)	$	(1,163)	$	29,117	$	2,325	$	(4,030)
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Provision (recovery) for loan losses		25,150		(834)		(737)		20,853
Deferred income taxes		(8,159)		(394)		245		(6,237)
Gain on sale of investment securities		(199)		—		—		(233)
Unrealized gains on equity securities		(123)		(106)
Accretion on investment securities, net		(127)		(883)
Unrealized (gains) losses on equity securities						90		(80)
Amortization (accretion), net, on investment securities						576		(128)
Depreciation and amortization on leasehold improvements and equipment		801		796		408		398
Amortization of intangible asset		—		225
Origination, premium paid and purchase of loans, net of principal payments, mortgage loans held for sale		(103,713)		(16,248)
Origination, net of principal payments, mortgage loans held for sale						(7,980)		(16,855)
Proceeds from sale of mortgage loans held for sale		102,396		16,940		10,740		14,578
Gain on sale of mortgage loans held for sale		(1,020)		(180)		(398)		(269)
Gain on sale of portfolio loans		—		(4,302)
Net recovery of mortgage repurchase liability						(153)		—
Increase in cash surrender value of bank-owned life insurance, net of premiums		(298)		(304)		(136)		(153)
Valuation allowance adjustments and amoritzation of mortgage servicing rights		2,989		2,723
Valuation allowance adjustments and amortization of mortgage servicing rights						1,136		1,896
Stock-based compensation		118		279		105		109
Other		80		71		43		39
Change in operating assets and liabilities:
Accrued interest receivable		(146)		(313)		551		497
Other assets		2,010		(409)		190		662
Accrued expenses and other liabilities		(4,939)		12,990		(10,111)		(13,504)
Net cash provided by (used in) operating activities		13,657		39,168
Net cash used in operating activities						(3,106)		(2,457)

Cash Flows From Investing Activities
Purchases of interest-bearing time deposits with other banks		(8,706)		—
Maturities of interest-bearing time deposits with other banks						1,493		—
Maturities and principal receipts of investment securities		83,231		74,216		44,524		47,272
Sales of investment securities		59,359		—		—		23,044
Purchases of investment securities		(246,749)		(77,507)		—		(75,717)
Net decrease (increase) in loans		186,902		(147,189)
Net decrease in loans						133,438		71,032
Purchases of portfolio loans		(37,746)		—		(90,862)		—
Proceeds from the sale of portfolio loans		—		121,806
Purchase of leasehold improvements and equipment		(452)		(982)		(981)		(281)
Net cash provided by (used in) investing activities		35,839		(29,656)
Net cash provided by investing activities						87,612		65,350

Cash Flows From Financing Activities
Net increase in deposits		396,642		93,975
Net increase (decrease) in deposits						(209,734)		149,853
Proceeds from advances from Federal Home Loan Bank		100,000		2,461,000		—		100,000
Repayments of advances from Federal Home Loan Bank		—		(2,514,000)
Cash paid for surrender of vested shares due to employee tax liability						(46)		—
Repurchase of shares of common stock		(82)		(21,555)		—		(82)
Dividends paid to shareholders		(499)		(1,042)		—		(499)
Net cash provided by financing activities		496,061		18,378
Net cash provided by (used in) financing activities						(209,780)		249,272
Net change in cash and due from banks		545,557		27,890		(125,274)		312,165
Cash and due from banks at beginning of period		77,819		52,526		998,497		77,819
Cash and due from banks at end of period	$	623,376	$	80,416	$	873,223	$	389,984

Supplemental cash flows information
Cash paid:
Interest	$	30,589	$	22,734	$	11,582	$	9,993
Income taxes		838		13,146		—		102
Noncash investing and financing activities:
Transfers of residential real estate loans to mortgage loans held for sale		—		119,233
Transfers of residential real estate loans from mortgage loans held for sale		—		103
Right-of-use assets obtained in exchange for new operating lease liabilities		3,009		513		530		42

See accompanying notes to condensed consolidated financial statements.

Table of Contents

~~STERLING BANCORP, INC.~~Sterling Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per share amounts)

Note 1—Nature of Operations and Basis of Presentation

Nature of Operations

Sterling Bancorp, Inc. ~~(the~~(unless stated otherwise or the context otherwise requires, with its subsidiaries, the “Company”) is a unitary thrift holding company that was incorporated in 1989 and the parent company ofto its ~~wholly owned~~wholly-owned subsidiary, Sterling Bank and Trust, F.S.B. (the “Bank”). The Company’s business is conducted through the Bank, which was formed in 1984. The Bank originates residential and commercial real estate loans, construction loans, commercial lines of credit and other consumer loans and provides deposit products, consisting primarily of checking, savings and term certificate accounts. The Bank operates through a network of 30 branches of which 26 branches are located in San Francisco and Los Angeles, California with the remaining branches located in New York, New York, Southfield, Michigan and the greater Seattle market.

The Company is headquartered in Southfield, Michigan, and its operations are in the financial services industry. Management evaluates the performance of ~~its~~the Company's business based on 1 reportable segment, community banking.

On March 19, 2021, the Bank entered into an agreement with First Federal Savings & Loan Association of Port Angeles, a Washington state chartered bank, to sell the Bank’s Bellevue, Washington branch office, subject to receipt of applicable regulatory approvals and other customary closing conditions. The sale includes the transfer of all deposit accounts located at the branch, with a total balance of $78,035 at March 31, 2021, as well as the transfer of all branch premises and equipment. The agreement provides that the Bank will receive a premium of 2.1% on the principal balance of the deposits at closing. The agreement also provides that the buyer intends to offer employment to all associated staff. This transaction is expected to close in the second quarter of 2021.

The Company is subject to regulation, examination and supervision by the Board of Governors of the Federal Reserve ~~(“Federal~~System (the “FRB” or “Federal Reserve”). The Bank is a federally chartered stock savings bank ~~which~~that is subject to regulation, supervision and examination by the Office of the Comptroller of the Currency (“OCC”) of the U.S. Department of Treasury and the Federal Deposit Insurance Corporation (“FDIC”) and is a member of the Federal Home Loan Bank (“FHLB”) system.

Basis of Presentation

The condensed consolidated balance sheet as of ~~June 30, 2020,~~March 31, 2021, and the condensed consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity and cash flows for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ are unaudited. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, in the opinion of management, of a normal recurring nature that are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. The financial data and other financial information disclosed in these notes to the condensed consolidated financial statements related to these periods are also unaudited. The results of operations for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 are not necessarily indicative of the results that may be expected for the year ended December 31, ~~2020~~2021 or for any future annual or interim period. The consolidated balance sheet at December 31, ~~2019~~2020 included herein was derived from the audited financial statements as of that date. The accompanying unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020, as filed with the SEC on March 26, 2021 (the “2020 Form 10-K”).

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~~STERLING BANCORP, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued~~

~~(dollars in thousands, except per share amounts)~~

Note 2—New Accounting Standards

Recently Issued Accounting Guidance Not Yet Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which is intended to improve financial reporting by requiring recording of credit losses on loans and other financial instruments on a more timely basis. The guidance will replace the current incurred loss accounting model with an expected loss approach and requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires enhanced disclosures to help investors and other financial statement users

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per share amounts)

better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which clarifies the scope of the credit losses standard and addresses issues related to accrued interest receivable balances and recoveries, among other things. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief. The amendments provide entities with an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis, upon adoption of Topic 326. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. This update deferred the effective dates of Topic 326 to January 1, 2023 for certain entities including smaller reporting companies (as defined by the U.S. Securities and Exchange Commission (the “SEC”)). The Company, as a smaller reporting company as of the relevant measuring period, ~~qualifies~~qualified for this extension.

At this time, the Company has formed a cross-functional implementation team consisting of individuals from credit, finance and information systems. The implementation team has been working with a software vendor to assist in implementing required changes to credit loss estimation models and processes. The historical data set for model development has been finalized, and the credit loss estimation models are in the process of being developed and tested. The Company expects to recognize a cumulative effect adjustment to the opening balance of retained earnings as of the beginning of the first reporting period in which ASU No. 2016-13 is effective. The Company has not yet determined the magnitude of any such one-time adjustment or of the overall impact of ASU No. 2016-13 on its consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The relief provided by this guidance is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The guidance provides that changes in contract terms that are made to effect the reference rate reform transition are considered related to the replacement of a reference rate if they are not the result of a business decision that is separate from or in addition to changes to the terms of a contract to effect that transition. If certain criteria are met, entities can elect to not apply certain modification accounting requirements to contracts affected by reference rate reform. The Company’s primary contracts that reference LIBOR are its loan contracts, purchase and sale agreements for investment securities transactions, customer deposit agreements and borrowing agreements with the FHLB. The Company has not yet determined an alternative rate to LIBOR at this time. The optional amendments in ASU No. 2020-04 are effective for all entities for contract modifications made for LIBOR transition between March 12, 2020 through December 31, 2022. The Company may take advantage of the LIBOR transition relief allowed under this ASU in the future.

In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), Scope. The amendments in this guidance refine the scope of Topic 848 and clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting also apply to derivative instruments that use an interest rate for margining, discounting or contract price alignment that is modified as a result of reference rate reform (commonly referred to as the discounting transition). ASU No. 2021-01 expands the scope of Topic 848 to also include certain derivative instruments that do not reference LIBOR or a reference rate that is expected to be discontinued, but that are being modified as a result of the discounting transition. Currently, the Company does not use derivative instruments and does not anticipate taking advantage of the LIBOR transition relief allowed under this ASU.

Note 3—Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the results of the Company and its wholly-owned subsidiary.

On December 21, 2020, QCM, LLC, doing business as Quantum Capital Management, a wholly-owned subsidiary of Quantum Fund, LLC and an indirect wholly-owned subsidiary of the Bank, completed the sale of substantially all of its assets, which consisted

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per share amounts)

primarily of client advisory agreements for aggregate consideration of $250. The operations of Quantum Capital Management were not significant.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, actual results reported in the future periods may be based upon amounts that could differ from those estimates.

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~~STERLING BANCORP, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued~~

~~(dollars in thousands, except per share amounts)~~

During 2020, economies throughout the world have been severely disrupted because of the outbreak of the novel coronavirus (“COVID-19”). The Company’s primary market areas of California, the greater Seattle market, and New York became part of several epicenters of the COVID-19 pandemic. Banking and financial services have been designated essential businesses, and the Bank’s operations are continuing, subject to certain modifications to business practices imposed to safeguard the health and wellness of the Bank’s customers and employees, and to comply with applicable government directives. As of June 30, 2020, the impact of the outbreak of COVID-19 was continuing to unfold. As a result, many of management’s estimates and assumptions required increased judgement and carried a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, management’s estimates may change materially in future periods.

Concentration of Credit Risk

The loan portfolio consists primarily of residential real estate loans, which are collateralized by real estate. At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, residential real estate loans accounted for ~~83%~~82% and ~~85%~~81%, respectively, of the loan portfolio. In addition, most of these residential loans and other commercial loans have been made to individuals and businesses in the state of California, which are dependent on the area economy for their livelihoods and servicing of their loan obligation. At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, approximately ~~87%~~86% and ~~89%~~87%, respectively, of the loan portfolio was originated to customers in California.

Starting December 9, 2019, the Bank suspended its Advantage Loan Program and announced on March 6, 2020 that it permanently discontinued this ~~program on March 6, 2020. This~~program. Loans originated under this Program ~~was~~comprised a ~~material~~significant component of the Bank’s total loan originations. ~~Loans under the~~ Advantage Loan Program loans (including nonaccrual residential real estate loans held for sale of $18,572 at March 31, 2021) totaled ~~$1,730,916,~~$1,488,343 and $1,515,248, or ~~76%~~73% and 74%, of the residential loan portfolio ~~as of June 30,~~at March 31, 2021 and December 31, 2020, respectively.

Risks and ~~$1,942,657, or 78%~~Uncertainties – COVID-19

The coronavirus disease 2019 (“COVID-19”) pandemic, and related efforts to contain it, have caused significant disruptions in the functioning of the financial markets, resulted in an unprecedented slowdown in economic activity and a related increase in unemployment, and have increased economic and market uncertainty and volatility. The Company’s primary market areas of California, the greater Seattle market, and New York City have been hit particularly hard by the COVID-19 pandemic. Federal and state governments have taken, and continue to take, unprecedented actions to contain the spread of the disease, including vaccine distribution, closures of businesses and schools, fiscal stimulus, and legislation designed to deliver monetary aid and other relief for businesses and individuals impacted by the pandemic.

During the first quarter of 2021, the COVID-19 pandemic continues to create and exacerbate significant risks and uncertainties for the market that the Bank serves. As the Bank’s residential ~~loan portfolio, as~~and commercial customers are facing various levels of ~~December 31, 2019.~~financial stress, the Bank continues to experience an elevated level of delinquent and nonaccrual loans, primarily in residential real estate, office, lodging, retail and construction loans.

The duration and severity of the effect of the COVID-19 pandemic on economic, market and business conditions remain uncertain. The Company continues to be subject to heightened business, operational, market, credit and other risks related to the COVID-19 pandemic, which may have an adverse effect on its business, financial condition, liquidity, results of operations, risk-weighted assets and regulatory capital.

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per share amounts)

Note 4—Investment Securities

Debt Securities

The following tables summarize the amortized cost and fair value of debt securities available for sale at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 and the corresponding amounts of gross unrealized gains and losses:


	June 30, 2020								March 31, 2021
	Amortized		Gross Unrealized				Fair		Amortized		Gross Unrealized				Fair
	Cost		Gain		Loss		Value		Cost		Gain		Loss		Value
Available for sale:
U.S. Treasury & Agency securities	$	89,984	$	613	$	(4)	$	90,593	$	118,624	$	162	$	—	$	118,786
Mortgage-backed securities		29,330		217		—		29,547		31,462		70		(418)		31,114
Collateralized mortgage obligations		131,973		512		(457)		132,028		103,658		729		(68)		104,319
Collateralized debt obligations		215		—		(31)		184		213		—		(20)		193
Total	$	251,502	$	1,342	$	(492)	$	252,352	$	253,957	$	961	$	(506)	$	254,412


	December 31, 2019								December 31, 2020
	Amortized		Gross Unrealized				Fair		Amortized		Gross Unrealized				Fair
	Cost		Gain		Loss		Value		Cost		Gain		Loss		Value
Available for sale:
U.S. Treasury securities	$	122,634	$	170	$	(1)	$	122,803
U.S. Treasury & Agency securities									$	138,742	$	255	$	—	$	138,997
Mortgage-backed securities		23,028		76		—		23,104		33,743		72		(1)		33,814
Collateralized mortgage obligations		1,138		45		—		1,183		126,359		628		(391)		126,596
Collateralized debt obligations		216		—		(17)		199		214		—		(27)		187
Total	$	147,016	$	291	$	(18)	$	147,289	$	299,058	$	955	$	(419)	$	299,594

Securities with a fair value of $73,725 were pledged as collateral on FHLB borrowings at March 31, 2021.

All of the Company’s mortgage-backed securities, and a majority of the Company’s collateralized mortgage obligations are issued and/or guaranteed by a U.S. government agency (Government National Mortgage Association) or a U.S. government-sponsored enterprise (Federal Home Loan Mortgage Corporation (“Freddie Mac”) or Federal National Mortgage Association (“Fannie Mae”)). The fair value of the private-label collateralized mortgage obligations was $720 and $816 at March 31, 2021 and December 31, 2020, respectively.

NaN securities of any single issuer, other than debt securities issued by the U.S. government, government agency and government-sponsored enterprises, were in excess of 10% of total shareholders’ equity as of March 31, 2021 and December 31, 2020.

For the three months ended March 31, 2020, the proceeds from sales of debt securities available for sale were $23,044. The Company recorded gross realized gains of $235 and gross realized losses of $(2). There were no sales of debt securities available for sale for the three months ended March 31, 2021.

910

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited) ~~- Continued~~

(dollars in thousands, except per share amounts)

All of the Company's mortgage-backed securities and the majority of the Company's collateralized mortgage obligations are issued and/or guaranteed by a U.S. government agency (Government National Mortgage Association) or a U.S. government-sponsored enterprise (Federal Home Loan Mortgage Corporation or Federal National Mortgage Association).

For the three and six months ended June 30, 2020, the proceeds from sales of debt securities available for sale were $36,315 and $59,359, respectively. The Company recorded gross realized gains of $44 and gross realized losses of $78 during the three months ended June 30, 2020, and gross realized gains of $279 and gross realized losses of $80 during the six months ended June 30, 2020.

The amortized cost and fair value of debt securities available for sale issued by U.S. Treasury and Agency securities at ~~June 30, 2020~~March 31, 2021 are shown by contractual maturity. Mortgage-backed securities, collateralized mortgage obligations and collateralized debt obligations are disclosed separately in the table below, as the expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.


	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
U.S. Treasury & Agency securities
Due less than one year	$	89,984	$	90,593	$	44,970	$	45,061
Due after one year through five years						73,654		73,725
Mortgage-backed securities		29,330		29,547		31,462		31,114
Collateralized mortgage obligations		131,973		132,028		103,658		104,319
Collateralized debt obligations		215		184		213		193
Total	$	251,502	$	252,352	$	253,957	$	254,412

The following table summarizes debt securities available for sale, at fair value, with unrealized losses at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 aggregated by major security type and length of time the individual securities have been in a continuous unrealized loss ~~position, as follows:~~position:


	June 30, 2020												March 31, 2021
	Less than 12 Months				12 Months or More				Total				Less than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses
U.S. Treasury & Agency securities	$	24,996	$	(4)	$	—	$	—	$	24,996	$	(4)
Mortgage-backed securities													$	20,970	$	(418)		—	$	—	$	20,970	$	(418)
Collateralized mortgage obligations		73,432		(457)		—		—		73,432		(457)		32,360		(68)		—		—		32,360		(68)
Collateralized debt obligations		—		—		184		(31)		184		(31)		—		—		193		(20)		193		(20)
Total	$	98,428	$	(461)	$	184	$	(31)	$	98,612	$	(492)	$	53,330	$	(486)	$	193	$	(20)	$	53,523	$	(506)


	December 31, 2019												December 31, 2020
	Less than 12 Months				12 Months or More				Total				Less than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses
U.S. Treasury securities	$	5,011	$	(1)	$	—	$	—	$	5,011	$	(1)
Mortgage-backed securities													$	5,694	$	(1)	$	—	$	—	$	5,694	$	(1)
Collateralized mortgage obligations														75,740		(391)		—		—		75,740		(391)
Collateralized debt obligations		—		—		199		(17)		199		(17)		—		—		187		(27)		187		(27)
Total	$	5,011	$	(1)	$	199	$	(17)	$	5,210	$	(18)	$	81,434	$	(392)	$	187	$	(27)	$	81,621	$	(419)

As of ~~June 30, 2020,~~March 31, 2021, the debt securities portfolio consisted of 22 debt securities, with 98 debt securities in an unrealized loss position. The majority of the unrealized losses in collateralized mortgage obligations are due to agency collateralized mortgage obligations. Agency collateralized mortgage obligations with a carrying value of $72,838 had an unrealized loss of $433 due to a temporary market condition as a result of the COVID-19 pandemic. For debt securities

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~~STERLING BANCORP, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued~~

~~(dollars in thousands, except per share amounts)~~

in an unrealized loss position, management has both the intent and ability to hold these investments until the recovery of the ~~decline;~~decline. The fair value is expected to increase as these securities approach their maturity date or repricing date or if market yields for such investments decline. Accordingly, as of March 31, 2021, the unrealized losses in these securities are due to non-credit-related factors, including changes in interest rates and other market conditions; thus, the impairment was determined to be temporary. All interest and dividends are considered taxable.

A collateralized debt obligation with a carrying value of ~~$184~~$193 and ~~$199~~$187 at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively, was rated high quality at inception, but it was subsequently rated by Moody’s as Ba1, which is defined as ~~“speculative.”~~speculative. The issuers of the underlying investments (the collateral) of the collateralized debt obligation are ~~primarily~~ banks. Management uses in-house and ~~third party~~third-party other-than-temporary impairment evaluation models to compare the present value of expected cash flows to the previous estimate to ensure there are no adverse changes in cash flows during the period. The other-than-temporary impairment model considers the structure and term of the collateralized debt obligations and the financial condition of the underlying issuers. Assumptions used in the model include expected future default rates and prepayments. The collateralized debt obligation remained classified as available for sale and represented ~~$31~~$20 and ~~$17~~$27 of the unrealized losses reported at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per share amounts)

Equity Securities

Equity securities consist of an investment in a qualified community reinvestment act investment fund, which is a publicly-traded mutual fund and an investment in the common equity of Pacific Coast Banker’s Bank, a thinly traded restricted stock. At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, equity securities totaled ~~$5,378~~$5,274 and ~~$5,255, respectively.~~$5,364, respectively, and are included in investment securities in the condensed consolidated balance sheets. Equity securities with readily determinable fair values are stated at fair value with realized and unrealized gains and losses reported in income.

At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, equity securities with readily determinable fair values were ~~$5,132~~$5,028 and ~~$5,009,~~$5,118, respectively. The following is a summary of unrealized and realized gains and losses recognized in the condensed consolidated statements of income during the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:


	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2020		2019		2020		2019		2021		2020
Net gains recorded during the period on equity securities	$	43	$	57	$	123	$	106
Less: net gains recorded during the period on equity securities sold during the period		—		—		—		—
Unrealized gains recorded during the period on equity securities held at the reporting date	$	43	$	57	$	123	$	106
Net gains (losses) recorded during the period on equity securities									$	(90)	$	80
Less: net gains (losses) recorded during the period on equity securities sold during the period										—		—
Unrealized gains (losses) recorded during the period on equity securities held at the reporting date									$	(90)	$	80

The Company has elected to account for its investment in a thinly traded restricted stock using the measurement alternative for equity securities without readily determinable fair ~~values.~~values, resulting in the investment carried at cost based on no evidence of impairment or observable trading activity during the three months ended March 31, 2021 and 2020. The investment was reported at $246 at both ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

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~~STERLING BANCORP, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued~~

~~(dollars in thousands, except per share amounts)~~

Note 5—Loans

Major categories of loans were as follows:


	June 30,		December 31,		March 31,		December 31,
	2020		2019		2021		2020
Residential real estate	$	2,280,473	$	2,476,866	$	2,008,439	$	2,033,526
Commercial real estate		265,068		240,081		263,508		259,958
Construction		201,084		178,376		184,490		206,581
Commercial lines of credit		17,510		17,903		5,029		6,671
Other consumer		20		34		4		7
Total loans		2,764,155		2,913,260		2,461,470		2,506,743
Less: allowance for loan losses		(46,931)		(21,730)		(71,871)		(72,387)
Loans, net	$	2,717,224	$	2,891,530	$	2,389,599	$	2,434,356

Loans totaling ~~$1,142,882~~$570,920 and ~~$933,747~~$630,197 were pledged as collateral on FHLB borrowings at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

~~The table presents the activity in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2020 and 2019:~~

Commercial


Residential

Commercial



Lines of

Other




Three Months Ended June 30, 2020

Real Estate

Real Estate

Construction

Credit

Consumer

Unallocated

Total
Allowance for loan losses:














Beginning balance

$
19,154

$
11,261

$
11,439

$
368

$
1

$
390

$
42,613
Provision (recovery) for loan losses

(344)

4,492

557

(18)

—

(390)

4,297
Charge offs

—

—

—

—

—

—

—
Recoveries

2

17

2

—

—

—

21
Total ending balance

$
18,812

$
15,770

$
11,998

$
350

$
1

$
—

$
46,931

Commercial

Residential

Commercial

Lines of

Other

Six Months Ended June 30, 2020

Real Estate

Real Estate

Construction

Credit

Consumer

Unallocated

Total
Allowance for loan losses:














Beginning balance

$
12,336

$
5,243

$
3,822

$
328

$
1

$
—

$
21,730
Provision for loan losses

6,464

10,491

8,173

22

—

—

25,150
Charge offs

—

—

—

—

—

—

—
Recoveries

12

36

3

—

—

—

51
Total ending balance

$
18,812

$
15,770

$
11,998

$
350

$
1

$
—

$
46,931

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited) ~~- Continued~~

(dollars in thousands, except per share amounts)

Commercial

Residential

Commercial

Lines of

Other

Three Months Ended June 30, 2019

Real Estate

Real Estate

Construction

Credit

Consumer

Unallocated

Total
Allowance for loan losses:














Beginning balance

$
13,488

$
2,351

$
2,717

$
824

$
1

$
1,317

$
20,698
Provision (recovery) for loan losses

(738)

832

349

(44)

—

(219)

180
Charge offs

—

—

—

—

—

—

—
Recoveries

8

31

1

—

—

—

40
Total ending balance

$
12,758

$
3,214

$
3,067

$
780

$
1

$
1,098

$
20,918

The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2021 and 2020:


							Commercial														Commercial
	Residential		Commercial				Lines of		Other						Residential		Commercial				Lines of		Other
Six Months Ended June 30, 2019	Real Estate		Real Estate		Construction		Credit		Consumer		Unallocated		Total
Three Months Ended March 31, 2021															Real Estate		Real Estate		Construction		Credit		Consumer		Unallocated		Total
Allowance for loan losses:
Beginning balance	$	13,826	$	2,573	$	3,273	$	1,058	$	1	$	1,119	$	21,850	$	32,366	$	21,942	$	17,988	$	91	$	—	$	—	$	72,387
Provision (recovery) for loan losses		(1,081)		579		(209)		(102)		—		(21)		(834)		486		805		(2,023)		(5)		—		—		(737)
Charge offs		—		—		—		(176)		—		—		(176)		—		—		—		—		—		—		—
Recoveries		13		62		3		—		—		—		78		204		16		1		—		—		—		221
Total ending balance	$	12,758	$	3,214	$	3,067	$	780	$	1	$	1,098	$	20,918	$	33,056	$	22,763	$	15,966	$	86	$	—	$	—	$	71,871

																					Commercial
															Residential		Commercial				Lines of		Other
Three Months Ended March 31, 2020															Real Estate		Real Estate		Construction		Credit		Consumer		Unallocated		Total
Allowance for loan losses:
Beginning balance															$	12,336	$	5,243	$	3,822	$	328	$	1	$	—	$	21,730
Provision (recovery) for loan losses																6,808		5,999		7,616		40		—		390		20,853
Charge offs																—		—		—		—		—		—		—
Recoveries																10		19		1		—		—		—		30
Total ending balance															$	19,154	$	11,261	$	11,439	$	368	$	1	$	390	$	42,613

The following tables present the balance in the allowance for loan losses and the recorded investment by portfolio segment and based on impairment evaluation method as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:


							Commercial														Commercial
	Residential		Commercial				Lines of		Other						Residential		Commercial				Lines of		Other
June 30, 2020	Real Estate		Real Estate		Construction		Credit		Consumer		Unallocated		Total
March 31, 2021															Real Estate		Real Estate		Construction		Credit		Consumer		Unallocated		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	42	$	—	$	—	$	4	$	—	$	—	$	46	$	43	$	—	$	1,965	$	4	$	—	$	—	$	2,012
Collectively evaluated for impairment		18,770		15,770		11,998		346		1		—		46,885		33,013		22,763		14,001		82		—		—		69,859
Total ending allowance balance	$	18,812	$	15,770	$	11,998	$	350	$	1	$	—	$	46,931	$	33,056	$	22,763	$	15,966	$	86	$	—	$	—	$	71,871
Loans:
Loans individually evaluated for impairment	$	209	$	4,567	$	32,553	$	2,559	$	—	$	—	$	39,888	$	208	$	19,032	$	41,988	$	2,408	$	—	$	—	$	63,636
Loans collectively evaluated for impairment		2,280,264		260,501		168,531		14,951		20		—		2,724,267		2,008,231		244,476		142,502		2,621		4		—		2,397,834
Total ending loans balance	$	2,280,473	$	265,068	$	201,084	$	17,510	$	20	$	—	$	2,764,155	$	2,008,439	$	263,508	$	184,490	$	5,029	$	4	$	—	$	2,461,470

Table of Contents

STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited) ~~- Continued~~

(dollars in thousands, except per share amounts)


							Commercial														Commercial
	Residential		Commercial				Lines of		Other						Residential		Commercial				Lines of		Other
December 31, 2019	Real Estate		Real Estate		Construction		Credit		Consumer		Unallocated		Total
December 31, 2020															Real Estate		Real Estate		Construction		Credit		Consumer		Unallocated		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	43	$	—	$	—	$	5	$	—	$	—	$	48	$	41	$	287	$	1,905	$	4	$	—	$	—	$	2,237
Collectively evaluated for impairment		12,293		5,243		3,822		323		1		—		21,682		32,325		21,655		16,083		87		—		—		70,150
Total ending allowance balance	$	12,336	$	5,243	$	3,822	$	328	$	1	$	—	$	21,730	$	32,366	$	21,942	$	17,988	$	91	$	—	$	—	$	72,387
Loans:
Loans individually evaluated for impairment	$	215	$	1,100	$	17,112	$	1,377	$	—	$	—	$	19,804	$	208	$	20,974	$	48,871	$	3,981	$	—	$	—	$	74,034
Loans collectively evaluated for impairment		2,476,651		238,981		161,264		16,526		34		—		2,893,456		2,033,318		238,984		157,710		2,690		7		—		2,432,709
Total ending loans balance	$	2,476,866	$	240,081	$	178,376	$	17,903	$	34	$	—	$	2,913,260	$	2,033,526	$	259,958	$	206,581	$	6,671	$	7	$	—	$	2,506,743

The following tables present information related to impaired loans by class of loans as of and for the periods indicated:


	At June 30, 2020						At December 31, 2019						At March 31, 2021						At December 31, 2020
	Unpaid				Allowance		Unpaid				Allowance		Unpaid				Allowance		Unpaid				Allowance
	Principal		Recorded		for Loan		Principal		Recorded		for Loan		Principal		Recorded		for Loan		Principal		Recorded		for Loan
	Balance		Investment		Losses		Balance		Investment		Losses		Balance		Investment		Losses		Balance		Investment		Losses
With no related allowance for loan losses recorded:
Residential real estate, first mortgage	$	118	$	94	$	—	$	125	$	98	$	—	$	113	$	91	$	—	$	116	$	94	$	—
Commercial real estate:																								—
Retail		1,276		1,060		—		1,308		1,100		—		1,240		1,016		—		1,247		1,029		—
Hotel/Single-room occupancy hotels		3,508		3,507		—		—		—		—
Hotels/Single-room occupancy hotels														17,923		18,016		—		11,428		11,419		—
Construction		32,592		32,553		—		17,156		17,112		—		35,150		34,560		—		42,669		41,951		—
Commercial lines of credit:
Private banking		1,245		1,245				1,245		1,245		—
C&I lending		1,186		1,186		—		—		—		—
Commercial lines of credit, C&I lending														2,285		2,285		—		3,857		3,857		—
Subtotal		39,925		39,645		—		19,834		19,555		—		56,711		55,968		—		59,317		58,350		—
With an allowance for loan losses recorded:
Residential real estate, first mortgage		115		115		42		116		117		43		113		117		43		114		114		41
Commercial real estate, hotels/single-room occupancy hotels														—		—		—		8,645		8,526		287
Construction														7,463		7,428		1,965		6,920		6,920		1,905
Commercial lines of credit, private banking		128		128		4		132		132		5		123		123		4		124		124		4
Subtotal		243		243		46		248		249		48		7,699		7,668		2,012		15,803		15,684		2,237
Total	$	40,168	$	39,888	$	46	$	20,082	$	19,804	$	48	$	64,410	$	63,636	$	2,012	$	75,120	$	74,034	$	2,237

Table of Contents

STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited) ~~- Continued~~

(dollars in thousands, except per share amounts)


	Three Months Ended March 31,
	2021						2020
	Average		Interest		Cash Basis		Average		Interest		Cash Basis
	Recorded		Income		Interest		Recorded		Income		Interest
	Investment		Recognized		Recognized		Investment		Recognized		Recognized
With no related allowance for loan losses recorded:
Residential real estate, first mortgage	$	93	$	—	$	—	$	96	$	—	$	—
Commercial real estate:
Retail		1,023		—		—		1,089		15		10
Hotels/Single-room occupancy hotels		18,005		—		—		—		—		—
Construction		34,274		123		80		26,653		466		269
Commercial lines of credit, private banking		2,285		—		—		1,243		21		14
Subtotal		55,680		123		80		29,081		502		293
With an allowance for loan losses recorded:
Residential real estate, first mortgage		115		—		—		117		1		1
Construction		7,174		—		—		—		—		—
Commercial lines of credit, private banking		124		2		1		131		2		1
Subtotal		7,413		2		1		248		3		2
Total	$	63,093	$	125	$	81	$	29,329	$	505	$	295

In the tables above, the unpaid principal balance is not reduced for partial charge offs. Also, the recorded investment excludes accrued interest receivable on loans which was not significant.

Also presented in the table above is the average recorded investment of the impaired loans and the related amount of interest recognized during the time within the period that the impaired loans were impaired. When the ultimate collectability of the total principal of an impaired loan is in doubt and the loan is on nonaccrual status, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the total principal of an impaired loan is not in doubt and the loan is on nonaccrual status, contractual interest is credited to interest income when received under the cash basis method. The average balances are calculated based on the month-end balances of the loans for the period reported.

The following table presents the recorded investment in nonaccrual and loans past due over 90 days still on accrual by class of loans as of March 31, 2021 and December 31, 2020:


	March 31, 2021				December 31, 2020
			Loans Past				Loans Past
			Due Over				Due Over
			90 Days Still				90 Days Still
	Nonaccrual		Accruing		Nonaccrual		Accruing
Residential real estate:
Residential first mortgage	$	26,921	$	45	$	20,043	$	46
Residential second mortgage		714		—		686		—
Commercial real estate:
Retail		1,016		—		20		—
Hotels/Single-room occupancy hotels		18,016		—		19,945		—
Construction		34,581		—		41,873		—
Commercial lines of credit:
Private banking		2,285		—		2,285		—
C&I lending		—		—		1,572		—
Total	$	83,533	$	45	$	86,424	$	46

Table of Contents

STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per share amounts)

~~In the above tables, the unpaid principal balance is not reduced for partial charge offs. Also, the recorded investment excludes accrued interest receivable on loans which was not significant.~~

Three Months Ended

June 30, 2020

June 30, 2019

Average

Interest

Cash Basis

Average

Interest

Cash Basis

Recorded

Income

Interest

Recorded

Income

Interest


Investment

Recognized

Recognized

Investment

Recognized

Recognized
With no related allowance for loan losses recorded:






Residential real estate, first mortgage

$
94

$
—

$
—

$
104

$
—

$
—
Commercial real estate:

Retail

1,070

14

10

1,146

15

10
Hotel/Single-room occupancy hotels

3,502

—

—

—

—

—
Construction

32,047

344

190

7,391

172

100
Commercial lines of credit:

Private banking

1,243

21

14

—

—

—
C&I lending

1,284

—

—

100

2

1
Subtotal

39,240

379

214

8,741

189

111
With an allowance for loan losses recorded:






Residential real estate, first mortgage

116

2

1

118

2

1
Commercial lines of credit, Private banking

129

1

1

137

2

1
Subtotal

245

3

2

255

4

2
Total

$
39,485

$
382

$
216

$
8,996

$
193

$
113

Six Months Ended

June 30, 2020

June 30, 2019

Average

Interest

Cash Basis

Average

Interest

Cash Basis

Recorded

Income

Interest

Recorded

Income

Interest


Investment

Recognized

Recognized

Investment

Recognized

Recognized
With no related allowance for loan losses recorded:






Residential real estate, first mortgage

$
97

$
—

$
—

$
105

$
—

$
—
Commercial real estate:

Retail

1,089

29

24

1,156

30

25
Multifamily

—

—

—

541

12

12
Offices

—

—

—

761

25

25
Hotel/Single-room occupancy hotels

3,502

—

—

—

—

—
Construction

30,394

810

597

8,435

318

246
Commercial lines of credit:

Private banking

1,245

42

35

—

—

—
C&I lending

1,284

—

—

100

4

3
Subtotal

37,611

881

656

11,098

389

311
With an allowance for loan losses recorded:






Residential real estate, first mortgage

116

3

2

119

3

2
Commercial lines of credit, Private banking

130

3

3

138

4

3
Subtotal

246

6

5

257

7

5
Total

$
37,857

$
887

$
661

$
11,355

$
396

$
316

Also presented in the above table is the average recorded investment of the impaired loans and the related amount of interest recognized during the time within the period that the impaired loans were impaired. When the ultimate collectability of the total principal of an impaired loan is in doubt and the loan is on nonaccrual status, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the total principal of an impaired

~~Table of Contents~~

~~STERLING BANCORP, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued~~

~~(dollars in thousands, except per share amounts)~~

loan is not in doubt and the loan is on nonaccrual status, contractual interest is credited to interest income when received under the cash basis method. The average balances are calculated based on the month-end balances of the loans for the period reported.

~~The following table presents the recorded investment in nonaccrual and loans past due over 90 days still on accrual by class of loans as of June 30, 2020 and December 31, 2019:~~

June 30, 2020

December 31, 2019

Loans Past

Loans Past

Due Over

Due Over

90 Days Still

90 Days Still


Nonaccrual

Accruing

Nonaccrual

Accruing
Residential real estate:








Residential first mortgage

$
36,750

$
48

$
14,482

$
50
Residential second mortgage

685

—

210

—
Commercial real estate:

Retail

30

—

40

—
Hotel/Single room occupancy hotels

3,507

—

—

—
Construction

12,054

—

—

—
Commercial lines of credit:

Private banking

1,186

—

—

—
Total

$
54,212

$
48

$
14,732

$
50

The following tables present the aging of the recorded investment in past due loans as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 by class of loans:


					Greater												Greater
	30 - 59		60 - 89		than								30 - 59		60 - 89		than
	Days		Days		89 Days		Total		Loans Not				Days		Days		89 Days		Total		Loans Not
June 30, 2020	Past Due		Past Due		Past Due		Past Due		Past Due		Total
March 31, 2021													Past Due		Past Due		Past Due		Past Due		Past Due		Total
Residential real estate:
Residential first mortgage	$	49,191	$	11,764	$	36,798	$	97,753	$	2,159,647	$	2,257,400	$	28,749	$	12,780	$	26,966	$	68,495	$	1,922,807	$	1,991,302
Residential second mortgage		12		127		685		824		22,249		23,073		—		—		714		714		16,423		17,137
Commercial real estate:
Retail		—		—		30		30		17,864		17,894		1,232		—		1,016		2,248		13,845		16,093
Multifamily		—		—		—		—		80,891		80,891		—		—		—		—		87,502		87,502
Offices		1,645		—		—		1,645		26,006		27,651		—		—		—		—		24,551		24,551
Hotels/Single-room occupancy hotels		7,806		9,561		3,507		20,874		52,354		73,228		5,457		—		18,016		23,473		52,011		75,484
Industrial		—		—		—		—		14,029		14,029		—		—		—				13,158		13,158
Other		—		—		—		—		51,375		51,375		—		384		—		384		46,336		46,720
Construction		—		10,579		12,054		22,633		178,451		201,084		11,771		—		34,581		46,352		138,138		184,490
Commercial lines of credit:
Private banking		—		—		—		—		4,915		4,915		—		—		2,285		2,285		123		2,408
C&I lending		—		—		1,186		1,186		11,409		12,595		715		—		—		715		1,906		2,621
Other consumer		—		—		—		—		20		20		—		—		—		—		4		4
Total	$	58,654	$	32,031	$	54,260	$	144,945	$	2,619,210	$	2,764,155	$	47,924	$	13,164	$	83,578	$	144,666	$	2,316,804	$	2,461,470

~~Table of Contents~~

~~STERLING BANCORP, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued~~

~~(dollars in thousands, except per share amounts)~~


					Greater
	30 - 59		60 - 89		than
	Days		Days		89 Days		Total		Loans Not
December 31, 2020	Past Due		Past Due		Past Due		Past Due		Past Due		Total
Residential real estate:
Residential first mortgage	$	37,819	$	14,524	$	20,089	$	72,432	$	1,943,602	$	2,016,034
Residential second mortgage		362		134		686		1,182		16,310		17,492
Commercial real estate:
Retail		1,010		—		20		1,030		15,170		16,200
Multifamily		3,835		—		—		3,835		75,374		79,209
Offices		—		—		—		—		27,061		27,061
Hotels/ Single-room occupancy hotels		—		—		19,945		19,945		47,690		67,635
Industrial		—		—		—		—		13,186		13,186
Other		—		—		—		—		56,667		56,667
Construction		8,593		2,514		41,873		52,980		153,601		206,581
Commercial lines of credit:
Private banking		—		—		2,285		2,285		124		2,409
C&I lending		—		—		1,572		1,572		2,690		4,262
Other consumer		—		—		—		—		7		7
Total	$	51,619	$	17,172	$	86,470	$	155,261	$	2,351,482	$	2,506,743

Greater

30 - 59

60 - 89

than

Days

Days

89 Days

Total

Loans Not

December 31, 2019

Past Due

Past Due

Past Due

Past Due

Past Due

Total
Residential real estate:



Residential first mortgage

$
36,112

$
5,112

$
14,532

$
55,756

$
2,396,800

$
2,452,556
Residential second mortgage

97

295

210

602

23,708

24,310
Commercial real estate:

Retail

—

—

40

40

6,089

6,129
Multifamily

—

—

—

—

64,873

64,873
Offices

—

—

—

—

28,048

28,048
Hotel/Single-room occupancy hotels

5,605

—

—

5,605

76,165

81,770
Industrial

—

—

—

—

14,150

14,150
Other

—

—

—

—

45,111

45,111
Construction

15,008

—

—

15,008

163,368

178,376
Commercial lines of credit:

Private banking

—

—

—

—

11,914

11,914
C&I lending

1,249

—

—

1,249

4,740

5,989
Other consumer

—

—

—

—

34

34
Total

$
58,071

$
5,407

$
14,782

$
78,260

$
2,835,000

$
2,913,260

The aging of the loans in the table above as of March 31, 2021 has not been adjusted for customers granted a payment deferral in response to COVID-19. These loans remain in the aging category that was applicable at the time of payment deferral. Interest continues to accrue on these loans. Refer to the discussion of forbearance loans below.

The Company considers the performance of the loan portfolio and its impact on the allowance for loan losses. For residential real estate and other consumer loans, the Company also evaluates credit quality based on the aging status of the loan, which is presented above, and by payment activity. The Company reviews the status of nonperforming loans, which include loans 90 days past due and still accruing and nonaccrual loans.

Table of Contents

STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per share amounts)

As a response to COVID-19, the Company has offered forbearance under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act to customers facing COVID-19 related financial difficulties. The Company is not adjusting the aging of loans for customers granted a payment deferral in response to COVID-19. These loans remain in the aging category that was applicable at the time of payment deferral. Interest continues to accrue on these loans.

Troubled Debt Restructurings

At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the balance of outstanding loans identified as troubled debt restructurings, ~~was $28,403 and $13,708 respectively. The~~along with the allocated portion of the allowance for loan losses with respect to these loans, was ~~$46 and $48 at June 30, 2020 and December 31, 2019, respectively. NaN construction loan of $5,263 identified~~ as ~~troubled debt restructurings subsequently defaulted. The effect of the default on the allowance for loan losses was not significant due to collateral coverage.~~follows:


	March 31, 2021				December 31, 2020
	Recorded		Allowance for		Recorded		Allowance for
	Investment		Loan Losses		Investment		Loan Losses
Residential real estate, first mortgage	$	208	$	43	$	209	$	41
Commercial real estate, retail		1,016		—		1,029		—
Construction		28,102		1,965		26,985		1,906
Commercial lines of credit, private banking		123		4		124		4
Total	$	29,449	$	2,012	$	28,347	$	1,951

During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, the Bank modified the terms of 32 construction loans and 1 private banking loan ~~by providing for an extension of the maturity dates at the contract's existing rate of interest, which is lower than the current market rate for new debt~~ with similar risk. The outstanding recorded investment was $13,777 both before and after modification. During the six months ended June 30, 2019, the Bank modified the terms of a construction loan by providing for an extension of the maturity dates at the contract’s existing rate of interest, which is lower than the current market rate for a new ~~debt~~loan with similar risk. The total outstanding recorded ~~investment was $1,046~~investments were $10,863 both before and after modification. ~~The effect~~During the three months ended March 31, 2021 and 2020, there were no loans modified as troubled debt restructurings that defaulted for which the payment default occurred within one year of ~~the modification on the allowance for loan losses was not significant.~~modification. NaN loans totaling $21,697 modified as troubled debt restructurings are in default under their modified terms as of March 31, 2021.

The terms of certain other loans have been modified during the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ that did not meet the definition of a troubled debt restructuring. These other loans that were modified were not considered significant.

17Forbearance Loans

~~Table~~As a response to the COVID-19 pandemic, the Company has offered forbearance under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) to customers facing COVID-19-related financial difficulties. The CARES Act created a forbearance program for impacted borrowers and imposed a temporary 60-day moratorium on foreclosures and foreclosure-related evictions related to federally backed mortgage loans, which include loans secured by a first or subordinate lien on residential one-to-four family real property that have been purchased by Fannie Mae or Freddie Mac, are insured by HUD or are insured or guaranteed by other listed agencies. Borrowers of ~~Contents~~

~~STERLING BANCORP, INC.~~

~~Notes~~such federally backed mortgage loans experiencing a financial hardship as a result of COVID-19 may request forbearance, regardless of delinquency status, for up to ~~Condensed Consolidated Financial Statements (Unaudited) - Continued~~

~~(dollars in thousands, except per share amounts)~~

360 days. Subsequently, the federal agencies as well as the state of California announced extensions of their moratoria on single-family foreclosures and evictions and Federal Housing Administration insured loans, with the latest extensions through June 30, 2021.

Certain provisions of the CARES Act, as amended in December 2020 by the Consolidated Appropriations Act of 2021, encourage financial institutions to practice prudent efforts to work with borrowers impacted by ~~COVID-19.~~the COVID-19 pandemic. Under these provisions, a modification deemed to be ~~COVID-19 related~~COVID-19-related would not be considered a troubled debt restructuring if the loan ~~was~~were not more than 30 days past due as of December 31, 2019 and the deferral was executed between March 1, 2020 and the earlier of 60 days after the date of termination of the COVID-19 national emergency or ~~December 31, 2020.~~January 1, 2022. The banking regulators issued similar guidance, which also clarified that short-term modifications made on a good faith basis in response to COVID-19 ~~related modification should~~to borrowers who were current prior to any relief are not ~~be considered a~~ troubled debt ~~restructuring if~~restructurings.

In this context, the ~~borrower was current on payments at the time the underlying loan modification program was implemented and if the modification is considered to be short-term. Under these terms, the~~ Company ~~had~~ implemented a COVID-19 forbearance program that generally provided for principal and interest forbearance for 120 days to residential ~~and commercial~~ borrowers with extensions available to qualified borrowers available for up to a maximum deferral period of twelve months, and these loans were not considered troubled debt restructurings. AsUnder the forbearance program, interest continues to accrue at the note rate. At the end of ~~June 30,~~the forbearance period, the borrower’s accrued but unpaid interest will be added to their outstanding principal balance while keeping the principal and interest payment at the amount determined in accordance with the terms of the note, thus extending the loan’s maturity date. The terms of commercial loan forbearances are reviewed and determined on a case-by-case basis, and these loans were not considered troubled debt restructurings. Loans modified under the CARES program during the three months ended March 31, 2021 totaled $36,130, among which $8,136 loans were granted an

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per share amounts)

extension of forbearance after the initial forbearance period expired by December 31, 2020. The amount of loans that remain in payment deferral totaled $41,855 and $15,785 at March 31, 2021 and December 31, 2020, ~~the Company had approximately 210 loans in forbearance status with an aggregate loan balance of $125,822.~~respectively. Total accrued interest receivables on these loans were ~~$1,793. As of September 30,~~$552 and $146 at March 31, 2021 and December 31, 2020, ~~there are 73 loans that remain in payment deferral totaling $54,413. Total accrued interest receivables on these loans were $1,055.~~respectively.

Foreclosure Proceedings

At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process ~~is $8,132~~totaled $8,163 and ~~$1,643,~~$5,320, respectively. Of the loans in formal foreclosure proceedings $8,153 and $3,209 were included in mortgage loans held for sale in the condensed consolidated balance sheets at March 31, 2021 and December 31, 2020, respectively, and were carried at the lower of amortized cost or fair value. The balance of loans are classified as held for investment and receive an allowance for loan losses reserve allocation consistent with a substandard loan loss allocation rate as these loans are classified as substandard at both March 31, 2021 and December 31, 2020, respectively.

Credit Quality

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis includes homogeneous loans, such as residential real estate and other consumer loans, and non-homogeneous loans, such as commercial lines of credit, construction and commercial real estate loans. This analysis is performed at least quarterly. The Company uses the following definitions for risk ratings:

Pass: Loans are of satisfactory quality.

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

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

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable.

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited) ~~- Continued~~

(dollars in thousands, except per share amounts)

At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the risk rating of loans by class of loans was as follows:


			Special										Special
June 30, 2020	Pass		Mention		Substandard		Doubtful		Total
March 31, 2021											Pass		Mention		Substandard		Doubtful		Total
Residential real estate:
Residential first mortgage	$	2,220,601	$	—	$	36,437	$	362	$	2,257,400	$	1,964,336	$	—	$	26,875	$	91	$	1,991,302
Residential second mortgage		22,388		—		685		—		23,073		16,423		—		714		—		17,137
Commercial real estate:
Retail		16,008		826		1,060		—		17,894		13,513		1,564		1,016		—		16,093
Multifamily		69,249		3,259		8,383		—		80,891		58,812		13,598		15,092		—		87,502
Offices		13,814				13,837		—		27,651		9,669		1,612		13,270		—		24,551
Hotels/Single-room occupancy hotels		20,553		11,787		40,888		—		73,228
Hotels/ Single-room occupancy hotels												17,402		17,915		40,167		—		75,484
Industrial		5,882		—		8,147		—		14,029		5,859		—		7,299		—		13,158
Other		43,076		2,408		5,891		—		51,375		33,320		7,736		5,664		—		46,720
Construction		147,021		20,382		33,681		—		201,084		127,488		13,374		36,200		7,428		184,490
Commercial lines of credit:
Private banking		3,670		—		1,245		—		4,915		123		2,285		—		—		2,408
C&I lending		11,409		—		1,186		—		12,595		2,587		34		—		—		2,621
Other consumer		20		—		—		—		20		4		—		—		—		4
Total	$	2,573,691	$	38,662	$	151,440	$	362	$	2,764,155	$	2,249,536	$	58,118	$	146,297	$	7,519	$	2,461,470


			Special										Special
December 31, 2019	Pass		Mention		Substandard		Doubtful		Total
December 31, 2020											Pass		Mention		Substandard		Doubtful		Total
Residential real estate:
Residential first mortgage	$	2,438,024	$	—	$	14,077	$	455	$	2,452,556	$	1,995,945	$	—	$	19,995	$	94	$	2,016,034
Residential second mortgage		24,100		—		210		—		24,310		16,806		—		686		—		17,492
Commercial real estate:
Retail		4,195		834		1,100		—		6,129		13,599		1,572		1,029		—		16,200
Multifamily		56,164		7,150		1,559		—		64,873		55,772		14,238		9,199		—		79,209
Offices		24,484		645		2,919		—		28,048		12,014		1,623		13,424		—		27,061
Hotels/Single-room occupancy hotels		60,074		18,189		3,507		—		81,770		9,115		17,984		40,536		—		67,635
Industrial		5,894		8,256		—		—		14,150		5,867		—		7,319		—		13,186
Other		37,693		920		6,498		—		45,111		43,193		7,732		5,742		—		56,667
Construction		156,339		7,008		15,029		—		178,376		152,577		14,234		32,850		6,920		206,581
Commercial lines of credit:
Private banking		10,669		1,245		—		—		11,914		124		2,285		—		—		2,409
C&I lending		4,013		—		1,976		—		5,989		3,573		—		689		—		4,262
Other consumer		34		—		—		—		34		7		—		—		—		7
Total	$	2,821,683	$	44,247	$	46,875	$	455	$	2,913,260	$	2,308,592	$	59,668	$	131,469	$	7,014	$	2,506,743

During the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2021, the Bank sold pools of residential real estate mortgages for $71,915 and $121,806, respectively, to third-party investors. The transactions resulted in full de-recognition of the mortgages (i.e. transferred assets) from the condensed consolidated balance sheets and recognition of gain on sale of portfolio loans of $1,860 and $4,302 for the three and six months ended June 30, 2019, respectively. After the sales, the Bank’s only continuing involvement in the transferred assets is to act as servicer or subservicer of the mortgages. During the three and six months ended June 30, 2020, the Bank negotiated the repurchase of 2 poolsrepurchased a pool of Advantage Loan Program loans with a total outstanding ~~unpaid~~ principal balance of ~~$38,704. The Company recognized a loss of $136 in other non-interest expense in connection with these repurchases.~~$87,944. For more information on ~~repurchase exposures, see~~the repurchases of mortgage loans, refer to Note ~~16-Commitments~~16—Commitments and Contingencies.

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited) ~~- Continued~~

(dollars in thousands, except per share amounts)

Note 6—Mortgage Servicing Rights, net

The Bank records servicing assets from the sale of residential real estate mortgage loans to the secondary market for which servicing has been retained. Residential real estate mortgage loans serviced for others are not included in the condensed consolidated balance sheets. The principal balance of these loans at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 are as follows:


	June 30,		December 31,		March 31,		December 31,
	2020		2019		2021		2020
Residential real estate mortgage loan portfolios serviced for:
FNMA	$	174,615	$	130,425	$	157,605	$	171,553
FHLB		86,224		86,778		53,424		64,661
Private investors		540,020		656,035		302,982		429,816
Total	$	800,859	$	873,238	$	514,011	$	666,030

Custodial escrow balances maintained with these serviced loans were ~~$5,794~~$3,991 and ~~$7,688~~$6,051 at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

Activity for mortgage servicing rights and the related valuation allowance are as follows:


	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2020		2019		2020		2019		2021		2020
Mortgage servicing rights:
Beginning of period	$	10,302	$	10,892	$	10,845	$	10,733	$	7,853	$	10,845
Additions		383		1,019		490		1,862		74		107
Amortization		(1,116)		(838)		(1,766)		(1,522)		(2,072)		(650)
End of period		9,569		11,073		9,569		11,073		5,855		10,302

Valuation allowance at beginning of period		2,326		137		1,080		100		2,165		1,080
Additions (recoveries)		(23)		1,164		1,223		1,201		(936)		1,246
Valuation allowance at end of period		2,303		1,301		2,303		1,301		1,229		2,326

Mortgage servicing rights, net	$	7,266	$	9,772	$	7,266	$	9,772	$	4,626	$	7,976

Servicing fee ~~income,~~loss, net of amortization of servicing rights and changes in the valuation allowance, was ~~$(207)~~$(430) and ~~$(1,002)~~$(911) for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $(1,118) and $(677) for the six months ended June 30, 2020 and 2019,~~ respectively.

The fair value of mortgage servicing rights was ~~$7,453~~$4,855 and ~~$10,271~~$5,841 at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively. The fair value of mortgage servicing rights is highly sensitive to changes in underlying assumptions. Changes in prepayment speed assumptions have the most significant impact on the estimate of the fair value of mortgage servicing rights. The fair value at ~~June 30,~~March 31, 2021 was determined using discount rates ranging from 9.5% to 12.0%, prepayment speeds with a weighted average of 20.0% (depending on the stratification of the specific right), a weighted average life of the mortgage servicing right of 49 months and a weighted average default rate of 0.2%.The fair value at December 31, 2020 was determined using discount rates ranging from 9.5% to 12.0%, prepayment speeds ~~ranging from 6.8% to 37.0%, depending~~with a weighted average of 22.5% (depending on the stratification of the specific right), a weighted average life of the mortgage servicing right of 43 months and a weighted average default rate of 0.2%. ~~The fair value at December~~

Impairment is determined by stratifying the mortgage servicing rights into groupings based on predominant risk characteristics, such as interest rate, loan type and investor type. At March 31, 2019 was determined using discount rates ranging from 9.5% to 12.0%, prepayment speeds ranging from 6.8% to 47.1%, depending on the stratification of the specific right, and a weighted average default rate of 0.2%.

~~At June 30, 2020~~2021 and December 31, ~~2019,~~2020, the carrying amount of certain individual groupings exceeded their fair ~~values. See~~values, resulting in write-downs to fair value. Refer to Note ~~13-Fair~~13—Fair Values of Financial Instruments.

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited) ~~- Continued~~

(dollars in thousands, except per share amounts)

Note 7—Deposits

Time deposits, included in interest-bearing deposits, were ~~$1,580,592~~$1,482,122 and ~~$1,154,076~~$1,646,523 at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively. Time deposits included brokered deposits of ~~$92,751~~$35,000 and ~~$25,000~~$42,751 at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

Time deposits that meet or exceed the FDIC insurance limit of $250 were ~~$444,267~~$431,131 and ~~$283,457~~$487,340 at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

Note 8—FHLB Borrowings

FHLB borrowings at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 consist of the following:


	June 30,			December 31,			March 31,			December 31,
	2020		Interest Rates	2019		Interest Rates	2021		Interest Rates	2020		Interest Rates
Long-term fixed rate advances	$	329,000	0.43%-1.96%	$	229,000	1.07%-1.96%	$	318,000	0.43%-1.96%	$	318,000	0.43%-1.96%

FHLB Advances

The long-term fixed rate advances have maturity dates ranging from July ~~2020~~2021 to February 2030. Interest on these advances is payable monthly, and each advance is payable at its maturity date and may contain a prepayment penalty if paid before maturity. At ~~June 30, 2020,~~March 31, 2021, advances totaling $307,000 were callable by the FHLB as follows: $100,000 in ~~August 2020;~~May 2021; $67,000 in September 2021; $90,000 in October 2021; and $50,000 in May 2024. At ~~June 30, 2020,~~March 31, 2021, the Bank had additional borrowing capacity of ~~$420,023~~$86,222 from the ~~FHLB, which was reduced to $80,036 subsequent to quarter end with the withdrawal of certain loans originated under the Advantage Loans Program which had been pledged as collateral.~~FHLB.

FHLB Overdraft Line of Credit and Letter of Credit

The Bank has established an overdraft line of credit agreement with the FHLB providing maximum borrowings of $50,000. The average amount outstanding during the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 was $13 and ~~2019 was $3~~$5, respectively. At March 31, 2021 and ~~$3,839, respectively.~~December 31, 2020, there were 0 outstanding borrowings under this agreement. Borrowings accrue interest based on a variable rate based on the FHLB’s overnight cost of funds rate, which was ~~0.55%~~0.41% and ~~1.99%~~0.46% at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively. The agreement has a one-year term and terminates in October ~~2020.~~2021. The Bank also had a $7,500 letter of credit with the FHLB at March 31, 2021, which was not in use. This letter has a 16-month term and expires in July 2022.

The FHLB advances, ~~and~~ the overdraft line of credit and letter of credit are collateralized by pledged securities and loans. Refer to Note 54—Investment Securities for further information on securities pledged and Note 5—Loans for further information on loans pledged.

Other Borrowings

The Bank had available unsecured credit lines with other banks totaling $80,000 and $100,000 ~~and $70,000~~ at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively. There were 0 borrowings under these unsecured credit lines during the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 or ~~the year ended December 31, 2019.~~2020.

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited) ~~- Continued~~

(dollars in thousands, except per share amounts)

Note 9—Subordinated Notes, net

The subordinated notes (the "Notes") were as follows:


	June 30,		December 31,		March 31,		December 31,
	2020		2019		2021		2020
7.0% fixed to floating rate subordinated notes	$	65,000	$	65,000	$	65,000	$	65,000
Unamortized note premium		443		474		394		411
Unamortized debt issuance costs		(184)		(295)		(10)		(70)
Total	$	65,259	$	65,179	$	65,384	$	65,341

The Notes bear interest at 7% per annum, payable semi-annually on April 15 and October 15 in arrears, through April 2021 after which the Notes will have a variable interest rate of the three-month ~~London Interbank Offered Rate (“LIBOR”)~~LIBOR rate plus a margin of 5.82%. Premiums and debt issuance costs are amortized over the contractual term of the Notes into interest expense using the effective interest method. Interest expense on these Notes was ~~$1,178~~$1,180 and ~~$1,175~~$1,177 for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $2,355 and $2,349 for the six months ended June 30, 2020 and 2019,~~ respectively. The Notes mature in April 2026.

On or after April 14, 2021, the Company may redeem the Notes, in whole or in part, at an amount equal to 100% of the outstanding principal amount being redeemed plus accrued interest, in a principal amount with integral multiples of $1. The Notes ~~are~~were not redeemable by the Company prior to April 14, 2021 except in the event that (i) the Notes no longer qualify as Tier 2 Capital, (ii) the interest on the Notes is determined by law to be not deductible for Federal Income Tax reporting or (iii) the Company is considered an investment company pursuant to the Investment Company Act of 1940. There have been no redemptions of the Notes. The Notes are not subject to redemption by the ~~noteholder.~~noteholders.

The Notes are unsecured obligations and are subordinated in right of payment to all existing and future indebtedness, deposits and other liabilities of the Company’s current and future subsidiaries, including the Bank’s deposits as well as the Company’s ~~subsidiaries~~subsidiaries’ liabilities to general creditors and liabilities arising during the ordinary course of business. The Notes may be included in Tier 2 capital for the Company under current regulatory guidelines and interpretations. As long as the Notes are outstanding, the Company is permitted to pay dividends if prior to such dividends, the Bank is considered well capitalized, as defined ~~in Note 14~~-~~Regulatory Capital Requirements.~~by regulatory guidelines.

The Company currently may not issue new debt without the prior approval of the FRB.

Note 10—Stock Repurchase Program

In late 2018, the board of directors approved the repurchase of up to $50,000 of the Company’s outstanding shares of common stock. The stock repurchase program permits the Company to purchase shares of its common stock from time to time in the open market or in privately negotiated transactions. The program does not have an expiration date. The Company received regulatory approval of its stock repurchase program and publicly announced the program in January 2019. Under this program, the Company is not obligated to repurchase shares of its common stock. The repurchased shares will be canceled and returned to authorized but unissued status.

During the ~~six~~three months ended ~~June 30,~~March 31, 2020, the Company repurchased and cancelled 10,912 shares of its common stock for $82, including commissions and fees (average repurchase price of $7.57 per share). Such repurchases of common stock were funded through cash generated from operations. As of ~~June 30, 2020,~~March 31, 2021, the Company had $19,568 of common stock purchases remaining that may be made under the program.

In March 2020, the Company suspended the stock repurchase program for at least the near term in connection with the issues related to the Advantage Loan Program. Refer to Note 16─Commitments and Contingencies for further information regarding the internal review of the Advantage Loan Program (the "Internal Review"). The Company currently may not repurchase any common stock without the approval of the FRB.

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited) ~~- Continued~~

(dollars in thousands, except per share amounts)

In March 2020, the Company suspended the stock repurchase program for at least the near term in connection with the issues giving rise to the internal review of the Advantage Loan Program (the "Internal Review"), which has been led by outside legal counsel under the direction of a special committee of independent directors (the "Special Committee"). The primary focus of the Internal Review involved the origination of residential mortgage loans under the Advantage Loan Program and related matters. Refer to Note 16-Commitments and Contingencies for further information regarding the Internal Review.

Note 11—Stock-based Compensation

The board of directors established a 2017 Omnibus Equity Incentive Plan (the ~~“Plan”~~“2017 Plan”) which was approved by the shareholders. The 2017 Plan ~~provides~~initially provided for the grant of up to 4,237,100 shares of common stock for stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards for issuance to employees, consultants and board of directors of the Company. The stock-based awards are issued at no less than the market price on the date the awards are granted.

The board of directors established the 2020 Omnibus Equity Incentive Plan (the “2020 Plan”), which was approved by the shareholders in December 2020. The 2020 Plan provides for the grant of up to 3,979,661 shares of common stock for stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares for issuance to employees, consultants and board of directors of the Company. The stock-based awards are issued at no less than the market price on the date the awards are granted. Due to the adoption of the 2020 Plan, no further grants will be issued under the 2017 Plan.

Stock Options

Stock option awards are granted with an exercise price equal to the market price of the Company’s common stock on the date of grant. ~~Stock~~Starting in 2020, stock option awards granted under the 2017 Plan generally vest ratably over three years (one-third per year) after the date of grant, while stock option awards granted prior to 2020 generally vest in installments of 50% in each of the third and fourth year ~~after the date of grant, while stock options awards granted in 2020 vest ratably over three years (33%~~ ~~peryear~~) after the date of grant. All stock option awards have a maximum term of ten years. NaN stock option awards were granted under the 2020 Plan during the three months ended March 31, 2021.

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted below. Estimating the grant date fair values for employee stock options requires management to make assumptions regarding expected volatility of the value of those underlying shares, the risk-free rate over the expected life of the stock options and the date on which share-based payments will be settled. Expected volatilities are based on a weighted average of the Company’s historic volatility and an implied volatility for a group of industry-relevant bank holding companies as of the measurement date. The expected term of options granted is calculated using the simplified method (the midpoint between the end of the vesting period and the end of the maximum term). The risk-free rate for the expected term of the option is based upon U.S. Treasury yield curve in effect at the time of grant. Expected dividend yield represents what the Company anticipates will be declared during the expected term of the options.

On March 2, 2020, the board of directors approved the issuance of options to purchase 67,361 shares of common stock with an exercise price of $7.10 to certain key employees, which are accounted for as equity awards. These options to purchase shares of common stock had a weighted average grant-date fair value of $1.78 per option.

In connection with Mr. O'Brien entering into an Employment Agreement with the Company on May 31, 2020, on June 5, 2020 the Company granted Mr. O'Brien options to purchase 300,000 shares of common stock with an exercise price of $4.00 per share. The options vest ~~1/3~~ ~~on January 1, 2021,~~ ~~1/3~~ ~~on the first anniversary~~A summary of the ~~date~~Company’s stock option activity as of ~~grant,~~ and ~~1/3~~ ~~on January 1, 2022 subject to his remaining employed on~~for the vesting date; provided that the unvested portion of the Option would vest immediately in full upon Mr. O'Brien's termination of employment due to "death" or "disability" and would vest immediately in full upon a "change of control" (each,three months ended March 31, 2021 is as defined in Mr. O'Brien's Employment Agreement). In the event of termination of employment other than termination for "cause" (as defined in Mr. O'Brien's Employment Agreement), if the Option is exercisable at the time of such termination of employment, it will remain exercisable for three years following termination, provided that Mr. O'Brien remains in compliance with certain terms contained in his Employment Agreement. follows:


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number	Exercise		Contractual	Intrinsic
	of Shares	Price		Term	Value
				(Years)
Outstanding at January 1, 2021	377,882	$	5.61	9.09	$	—
Granted	—		—
Exercised	—		—
Forfeited/expired	(3,000)		13.73
Outstanding at March 31, 2021	374,882	$	5.54	8.86	$	498

Exercisable at March 31, 2021	128,550	$	5.89	8.78	$	166

The Company recorded stock-based compensation expense associated with stock options of $57 and $26 for the three months ended March 31, 2021 and 2020, respectively. At March 31, 2021, there was $138 of total unrecognized compensation cost related to nonvested stock options granted under the 2017 Plan. The unrecognized compensation cost related to nonvested stock options is ~~required to cause such equity awards~~expected to be ~~registered with the SEC as soon as practicable following the Company's eligibility to do so. The options have~~recognized over a ~~maximum term~~weighted-average period of ~~ten~~1.08 years.

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited) ~~- Continued~~

(dollars in thousands, except per share amounts)

~~The grant-date fair value of each stock option award was estimated using the Black-Scholes option pricing model that uses the weighted average assumptions set forth in the following table:~~

Exercise price of options

$
4.57

Risk-free interest rate

0.49
%
Expected term (in years)

5.61

Expected stock price volatility

33.91
%
Dividend yield

0.10
%

~~A summary of the Company's stock option activity as of and for the six months ended June 30, 2020 is as follows:~~

Weighted

Weighted

Average

Average

Remaining

Aggregate

Number

Exercise

Contractual

Intrinsic


of Shares

Price

Term

Value

(Years)

Outstanding at January 1, 2020

142,477

$
12.29

8.60

$
—
Granted

367,361

4.57

Exercised

—

—

Forfeited /expired

(49,770)

9.98

Outstanding at June 30, 2020

460,068

$
6.37

9.46

$
—

The Company recorded stock-based compensation expense associated with stock options of $29 and $39 for the three months ended June 30, 2020 and 2019, respectively, and $55 and $71 for the six months ended June 30, 2020 and 2019, respectively. At June 30, 2020, there was $628 of total unrecognized compensation cost related to nonvested stock options granted under the Plan. The cost is expected to be recognized over a weighted-average period of 1.57 years. NaN options are exercisable at June 30, 2020.

Restricted Stock Awards

OnDuring the three months ended March 2,31, 2021, 45,000 shares of restricted stock were awarded to non-employee independent directors under the 2020 ~~the board of directors approved the issuance of 141,374~~Plan. The restricted stock awards ~~to certain key employees. The restricted stock awards~~generally vest ratably over three years ~~(33%~~ (~~per~~one-third per year) after the date of grant. Upon a change in control, as defined in the Plan, the outstanding restricted stock awards will immediately vest. The value of a restricted stock award is based on the market value of the Company’s common stock at the date of grant reduced by the present value of dividends per share expected to be paid during the period the shares are not vested.

A summary of the ~~Company's~~Company’s restricted stock awards activity for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 is as follows:


		Weighted Average			Weighted Average
	Number	Grant Date Fair		Number	Grant Date Fair
	of Shares	Value		of Shares	Value

Nonvested at January 1, 2020	100,096	$	11.02
Nonvested at January 1, 2021				137,936	$	7.90
Granted	141,374		6.98	45,000		4.72
Vested	(10,460)		9.52	(31,906)		7.67
Forfeited	(67,520)		9.33	(8,918)		9.30
Nonvested at June 30, 2020	163,490	$	8.32
Nonvested at March 31, 2021				142,112	$	6.85

In connection with the vesting of restricted stock awards during the three months ended March 31, 2021 under the 2017 Plan, the Company withheld 8,536 shares of stock in order to satisfy related tax withholding obligations.

The fair value of the award is recorded as compensation expense on a straight-line basis over the vesting period. The Company recorded stock-based compensation expense associated with restricted stock awards of ~~$(20)~~$48 and ~~$114~~$83 for the three months ended ~~June 30,~~March 31, 2021 and 2020, respectively. At March 31, 2021, there was $767 of total unrecognized compensation cost related to the nonvested stock granted under the 2017 Plan and ~~2019, respectively, and $63 and $208 for~~ the ~~six~~2020 Plan collectively. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 2.14 years. The total fair value of shares vested during the three months ended ~~June 30, 2020 and~~March 31, 2021 was $173.

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited) ~~- Continued~~

(dollars in thousands, except per share amounts)

2019, respectively. At June 30, 2020, there was $1,029 of total unrecognized compensation cost related to the nonvested stock granted under the Plan. The cost is expected to be recognized over a weighted-average period of 2.60 years.

Note ~~12—~~12—Income (Loss) Per Share

Basic income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share further includes any common shares available to be issued upon the exercise of outstanding stock options and restricted stock awards if such inclusions would be dilutive. The Company determines the potentially dilutive common shares using the treasury stock method. In periods of a net loss, basic and diluted per share information are the same. The following table presents the computation of income (loss) per share, basic and diluted:


	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2020		2019		2020		2019		2021		2020
Numerator:
Net income (loss)	$	2,867	$	13,434	$	(1,163)	$	29,117	$	2,325	$	(4,030)

Denominator:
Weighted average common shares outstanding, basic		49,837,948		51,510,951		49,837,805		52,029,816		49,851,202		49,837,662
Weighted average effect of potentially dilutive common shares:
Stock options		—		—		—		—		49,790		—
Restricted stock		3,793		9,993		—		9,184		11,868		—
Weighted average common shares outstanding, diluted		49,841,741		51,520,944		49,837,805		52,039,000		49,912,860		49,837,662

Income (loss) per share, basic and diluted	$	0.06	$	0.26	$	(0.02)	$	0.56
Income (loss) per share:
Basic									$	0.05	$	(0.08)
Diluted									$	0.05	$	(0.08)

The weighted average effect of certain stock options and nonvested restricted stock ~~which~~that were excluded from the computation of weighted average diluted shares outstanding, as inclusion ~~of such items~~ would be anti-dilutive, are summarized as follows:


	Three Months Ended		Six Months Ended		Three Months Ended
	June 30,		June 30,		March 31,
	2020	2019	2020	2019	2021	2020
Stock options	460,068	174,514	330,617	174,514	74,882	201,165
Restricted stock	163,490	10,460	198,882	57,352	64,647	234,273
Total	623,558	184,974	529,499	231,866	139,529	435,438

Note 13—Fair Values of Financial Instruments

Financial instruments include assets carried at fair value, as well as certain assets and liabilities carried at cost or amortized cost but disclosed at fair value in these condensed consolidated financial statements. Fair value is defined as the exit price, the price that would be received for an asset or paid to transfer a liability in the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date under current market conditions. The inputs to valuation techniques used to measure fair value are prioritized into a three-level hierarchy. The hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

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

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~~STERLING BANCORP, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued~~

~~(dollars in thousands, except per share amounts)~~

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per share amounts)

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

The following methods and significant assumptions are used to estimate fair value:

Investment Securities

The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar investment securities (Level 2). For investment securities where quoted prices or market prices of similar investment securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). Discounted cash flows are calculated using spread to LIBOR curves that are updated to incorporate loss severities, volatility, credit spread and optionality. During times when trading is more liquid, broker quotes are used (if available) to validate the analysis. Rating agency and industry research reports as well as defaults and deferrals on individual investment securities are reviewed and incorporated into the calculations.

Mortgage Loans Held for Sale

Mortgage loans held for sale are carried at lower of amortized cost or fair value. Mortgage loans held for sale may be carried at fair value on a nonrecurring basis when fair value is less than cost. The fair value is based on outstanding commitments from investors or quoted prices for loans with similar characteristics (Level 2).

Impaired Loans

The fair value of collateral-dependent impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach, such as comparable sales or the income approach, or a combination of both. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Appraisals for collateral-dependent impaired loans are performed by certified general appraisers whose qualifications and licenses have been reviewed and verified by us. Once received, an appraisal compliance review is completed in accordance with regulatory guidelines.

Mortgage Servicing Rights

Fair value of mortgage servicing rights is initially determined at the individual grouping level based on an internal valuation model that calculates the present value of estimated future net servicing income. On a quarterly basis, mortgage servicing rights are evaluated for impairment based upon third party valuations obtained. As disclosed in Note 5,6—Mortgage Servicing Rights, net, the valuation model utilizes interest rate, prepayment speed, and default rate assumptions that market participants would use in estimating future net servicing income (Level 3).

~~Assets Measured at Fair Value on a Recurring Basis~~

~~The table below presents the assets measured at fair value on a recurring basis categorized by the level of inputs used in the valuation of each asset at June 30, 2020 and December 31, 2019:~~

Fair Value Measurements at

June 30, 2020

Quoted Prices

in Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Inputs


Total

(Level 1)

(Level 2)

(Level 3)
Financial Assets








Available for sale debt securities:








U.S. Treasury & Agency securities

$
90,593

$
65,596

$
24,997

$
—
Mortgage-backed securities

29,547

—

29,547

—
Collateralized mortgage obligations

132,028

—

132,028

—
Collateralized debt obligations

184

—

—

184
Equity securities

5,132

5,132

—

—

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited) ~~- Continued~~

~~(dollars in thousands, except per share amounts)~~

Fair Value Measurements at

December 31, 2019

Quoted Prices

in Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Inputs


Total

(Level 1)

(Level 2)

(Level 3)
Financial Assets








Available for sale debt securities:








U.S. Treasury securities

$
122,803

$
122,803

$
—

$
—
Mortgage-backed securities

23,104

—

23,104

—
Collateralized mortgage obligations

1,183

—

1,183

—
Collateralized debt obligations

199

—

—

199
Equity securities

5,009

5,009

—

—

~~The table below presents a reconciliation for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at June 30, 2020 and 2019:~~

Fair Value Measurements Using Significant

Unobservable Inputs (Level 3)

Collateralized Debt Obligations


June 30, 2020

June 30, 2019
Balance of recurring Level 3 assets at beginning of period

$
199

$
297
Total gains or losses (realized/unrealized):


Included in income-realized

—

—
Included in other comprehensive income (loss)

(14)

(11)
Principal maturities/settlements

(1)

(2)
Sales

—

—
Transfers in and/or out of Level 3

—

—
Balance of recurring Level 3 assets at end of period

$
184

$
284

Unrealized losses on Level 3 investments for collateralized debt obligations was $31 and $17 at June 30, 2020 and December 31, 2019, respectively. In addition to the amounts included in income as presented in the table above, interest income recorded on collateralized debt obligations was $4 and $8 for the six months ended June 30, 2020 and 2019, respectively.

The fair value of the collateralized debt obligations is obtained from third party pricing information. It is determined by calculating discounted cash flows using LIBOR curves plus spreads that adjust for credit risk and illiquidity. The Company also performs an internal analysis that considers the structure and term of the collateralized debt obligations and the financial condition of the underlying issuers to corroborate the information used from the independent third party.

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~~STERLING BANCORP, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued~~

(dollars in thousands, except per share amounts)

Assets Measured at Fair Value on a Recurring Basis

The table below presents the assets measured at fair value on a recurring basis categorized by the level of inputs used in the valuation of each asset at March 31, 2021 and December 31, 2020:


			Fair Value Measurements at
			March 31, 2021
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Financial Assets
Available for sale debt securities:
U.S. Treasury & Agency securities	$	118,786	$	20,053	$	98,733	$	—
Mortgage-backed securities		31,114		—		31,114		—
Collateralized mortgage obligations		104,319		—		104,319		—
Collateralized debt obligations		193		—		—		193
Equity securities		5,028		5,028		—		—


			Fair Value Measurements at
			December 31, 2020
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Financial Assets
Available-for-sale debt securities:
U.S. Treasury & Agency securities	$	138,997	$	40,192	$	98,805	$	—
Mortgage-backed securities		33,814		—		33,814		—
Collateralized mortgage obligations		126,596		—		126,596		—
Collateralized debt obligations		187		—		—		187
Equity securities		5,118		5,118		—		—

The table below presents a reconciliation for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at March 31, 2021 and 2020:


	Fair Value Measurements Using Significant
	Unobservable Inputs (Level 3)
	Collateralized Debt Obligations
	March 31, 2021		March 31, 2020
Balance of recurring Level 3 assets at beginning of period	$	187	$	199
Total gains or losses (realized/unrealized):
Included in income-realized		—		—
Included in other comprehensive income (loss)		7		(9)
Principal maturities/settlements		(1)		(1)
Sales		—		—
Transfers in and/or out of Level 3		—		—
Balance of recurring Level 3 assets at end of period	$	193	$	189

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per share amounts)

Unrealized losses on Level 3 investments for collateralized debt obligations was $20 and $27 at March 31, 2021 and December 31, 2020, respectively. In addition to the amounts included in income as presented in the table above, interest income recorded on collateralized debt obligations was $1 and $2 for the three months ended March 31, 2021 and 2020, respectively.

The fair value of the collateralized debt obligations is obtained from third-party pricing information. It is determined by calculating discounted cash flows using LIBOR curves plus spreads that adjust for credit risk and illiquidity. The Company also performs an internal analysis that considers the structure and term of the collateralized debt obligations and the financial condition of the underlying issuers to corroborate the information used from the independent third party.

Assets Measured at Fair Value on a Non-Recurring Basis

From time to time, the Bank may be required to measure certain other assets at fair value on a nonrecurring basis in accordance with U.S. GAAP. These adjustments to fair value usually result from the application of lower of cost or fair value accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis ~~which~~that were ~~still held~~recorded in the condensed consolidated balance sheet at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the following table provides the level of valuation assumptions used to determine each adjustment and the related carrying value:

Fair Value Measurements at June 30, 2020

Fair Value Measurements at March 31, 2021

Quoted Prices in

Significant

Quoted Prices in

Significant

Active Markets

Other

Significant

Active Markets

Other

Significant

for Identical

Observable

Unobservable

for Identical

Observable

Unobservable

Assets

Inputs

Assets

Inputs

Fair Value

(Level 1)

(Level 2)

(Level 3)

Fair Value

(Level 1)

(Level 2)

(Level 3)

Impaired loans:

Construction

5,463

—

5,463

Mortgage servicing rights

6,743

—

6,743

3,244

—

3,244


	Fair Value Measurements at December 31, 2019								Fair Value Measurements at December 31, 2020
			Quoted Prices in		Significant						Quoted Prices in		Significant
			Active Markets		Other		Significant				Active Markets		Other		Significant
			for Identical		Observable		Unobservable				for Identical		Observable		Unobservable
			Assets		Inputs		Inputs				Assets		Inputs		Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)		Fair Value		(Level 1)		(Level 2)		(Level 3)
Impaired loans:
Commercial real estate									$	8,240	$	—	$	—	$	8,240
Construction										5,015		—		—		5,015
Mortgage loans held for sale										19,375		—		19,375		—
Mortgage servicing rights	$	7,949	$	—	$	—	$	7,949		5,175		—		—		5,175

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per share amounts)

As discussed previously, the fair values of collateral-dependent impaired loans carried at fair value are determined by third-party appraisals. Management adjusts these appraised values based on the age of the appraisal and the type of the property. The following table presents quantitative information about Level 3 fair value measurements ~~for the financial instruments measured~~ at ~~fair value on a nonrecurring basis at June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:

Quantitative Information about Level 3 Fair Value Measurements at June 30, 2020

Quantitative Information about Level 3 Fair Value Measurements at March 31, 2021

Range

Valuation

Range

Fair Value

Valuation Technique

Unobservable Inputs

(Weighted Average) ⁽¹⁾

Fair Value

Technique

Unobservable Inputs

(Weighted Average) ⁽¹⁾

Impaired loans:

Construction

5,463

Hybrid of sales comparison and income capitalization approaches

Adjustments for differences between the comparable sales and income data for similar loans and collateral underlying such loans

N/A
(15%)

Mortgage servicing rights

6,743

Discounted cash flow

Discount rate

9.5% - 12.0%
(11.6%)

3,244

Discounted cash flow

Discount rate

9.5% - 12.0%
(11.5%)

Prepayment speed

8.3%-37.0%

Prepayment speed

10.6% - 36.2%
(22.9%)

(22.6%)

Default rate

0.1% - 0.2%
(0.2%)

Default rate

0.1%-0.3%
(0.2%)

(1) The range and weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

Quantitative Information about Level 3 Fair Value Measurements at December 31, 2019

Quantitative Information about Level 3 Fair Value Measurements at December 31, 2020

Range

Valuation

Range

Fair Value

Valuation Technique

Unobservable Inputs

(Weighted Average) ⁽¹⁾

Fair Value

Technique

Unobservable Inputs

(Weighted Average) ⁽¹⁾

Impaired loans:

Commercial real estate

8,240

Sales comparison approach/Income capitalization approach

Adjustments for differences between the comparable sales and income data for similar loans and collateral underlying such loans

N/A
(36%)

Construction

5,015

Hybrid of sales comparison and income capitalization approaches

Adjustments for differences between the comparable sales and income data for similar loans and collateral underlying such loans

N/A
(15%)

Mortgage servicing rights

7,949

Discounted cash flow

Discount rate

9.5% - 12.0%
(11.9%)

5,175

Discounted cash flow

Discount rate

9.5% - 12.0%
(11.6%)

Prepayment speed

7.2% - 47.1%

Prepayment speed

10.5% - 37.0%
(23.7%)

(21.3%)

Default rate

0.1% - 0.2%
(0.2%)

Default rate

0.1% - 0.3%
(0.2%)

(1) The range and weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited) ~~- Continued~~

(dollars in thousands, except per share amounts)

Fair Value of Financial Instruments

The carrying amounts and estimated fair values of financial instruments not carried at fair value at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, are as follows:


	Fair Value Measurements at June 30, 2020										Fair Value Measurements at March 31, 2021
	Carrying		Fair								Carrying		Fair
	Amount		Value		Level 1		Level 2		Level 3		Amount		Value		Level 1		Level 2		Level 3
Financial Assets
Cash and due from banks	$	623,376	$	623,376	$	623,376	$	—	$	—	$	873,233	$	873,233	$	873,233	$	—	$	—
Interest-bearing time deposits with other banks		9,731		9,731		—		9,731		—		5,528		5,537		—		5,537		—
Mortgage loans held for sale		3,184		3,324		—		3,324		—		19,848		19,872		—		19,872		—
Loans, net(1)		2,717,224		2,756,064		—		—		2,756,064		2,384,136		2,484,514		—		—		2,484,514

Financial Liabilities
Time deposits(2)		1,580,592		1,588,961		—		1,588,961		—		1,482,122		1,489,924		—		1,489,924		—
Federal Home Loan Bank borrowings		329,000		326,753		—		326,753		—		318,000		322,115		—		322,115		—
Subordinated notes, net		65,000		55,250		—		55,250		—		65,384		65,618		—		65,618		—

(1)	Excludes impaired loans measured at fair value on a nonrecurring basis at March 31, 2021.

(2)	Includes time deposits held for sale with a carrying value of $24,826 and a fair value of $24,956 (Level 2).


	Fair Value Measurements at December 31, 2019										Fair Value Measurements at December 31, 2020
	Carrying		Fair								Carrying		Fair
	Amount		Value		Level 1		Level 2		Level 3		Amount		Value		Level 1		Level 2		Level 3
Financial Assets
Cash and due from banks	$	77,819	$	77,819	$	77,819	$	—	$	—	$	998,497	$	998,497	$	998,497	$	—	$	—
Interest-bearing time deposits with other banks		1,025		1,025		1,025		—		—		7,021		7,021		7,021		—		—
Mortgage loans held for sale		1,337		1,368		—		1,368		—		2,909		3,052		—		3,052		—
Loans, net		2,891,530		2,978,846		—		—		2,978,846		2,434,356		2,521,874		—		—		2,521,874

Financial Liabilities
Time deposits		1,154,076		1,161,490		—		1,161,490		—		1,646,523		1,658,020		—		1,658,020		—
Federal Home Loan Bank borrowings		229,000		227,333		—		227,333		—		318,000		328,150		—		328,150		—
Subordinated notes, net		65,179		65,650		—		65,650		—		65,341		65,753		—		65,753		—

Note 14—Regulatory Capital Requirements

The Bank is subject to the capital adequacy requirements of the OCC. The Company, as a thrift holding company, is subject to the capital adequacy requirements of the Federal Reserve. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors, and the regulators, in their discretion, can require the Company to lower classifications in certain cases. Prompt corrective action provisions are not applicable to thrift holding companies. Failure to meet minimum capital requirements can initiate regulatory action that could have a direct material effect on ~~the condensed consolidated~~our business, financial ~~statements.~~condition and results of operations.

Prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition.

Under the Basel III rules, the Company must hold a capital conservation buffer over the adequately capitalized risk-based capital ratios. At present, in order to avoid the imposition of restrictions on capital distributions and discretionary

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited) ~~- Continued~~

(dollars in thousands, except per share amounts)

Under the Basel III capital rules, the Company and the Bank must hold a capital conservation buffer ("CCB") over the adequately capitalized risk-based capital ratios. At present, in order to avoid the imposition of restrictions on capital distributions and discretionary bonus payments, the Company is required to maintain a ~~capital conservation buffer~~CCB of at least 2.50%. The net unrealized gain or loss on investment securities is not included in regulatory capital. Banking organizations are required to maintain a minimum total capital ratio of 10.5%, a minimum Tier 1 capital ratio of 8.5% and a minimum common equity Tier 1 capital ratio of 7.0%~~, respectively~~ (in each case accounting for the required ~~capital conservation buffer)~~CCB). Management believes that at ~~June 30, 2020,~~March 31, 2021, the Company and the Bank meet all regulatory capital requirements to which they are subject.

~~The holding company contributed $50,000 of capital into the Bank during the first quarter of 2020.~~ At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the Bank exceeded all capital requirements to be categorized as ~~well-capitalized~~well capitalized, and the Company exceeded ~~the~~ applicable capital adequacy requirements as presented below. The ~~Company~~Company’s consolidated and the Bank’s actual and minimum required capital amounts and ratios, with such regulatory minimums not including the ~~capital conservation buffer,~~CCB as discussed above, at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 are as follows:


					For Capital				To be Well								For Capital				To be Well
	Actual				Adequacy Purposes				Capitalized				Actual				Adequacy Purposes				Capitalized
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
June 30, 2020
March 31, 2021
Total adjusted capital to risk-weighted assets
Consolidated	$	420,583	21.68	%	$	155,215	8.00	%		N/A	N/A		$	409,349	23.52	%	$	139,209	8.00	%		N/A	N/A
Bank		401,190	20.71			154,983	8.00		$	193,729	10.00	%		391,014	22.66			138,030	8.00		$	172,538	10.00	%
Tier 1 (core) capital to risk-weighted assets
Consolidated		330,792	17.05			116,411	6.00			N/A	N/A			321,588	18.48			104,407	6.00			N/A	N/A
Bank		376,692	19.44			116,237	6.00			154,983	8.00			368,762	21.37			103,523	6.00			138,030	8.00
Common Equity Tier 1 (CET1)
Consolidated		330,792	17.05			87,308	4.50			N/A	N/A			321,588	18.48			78,305	4.50			N/A	N/A
Bank		376,692	19.44			87,178	4.50			125,924	6.50			368,762	21.37			77,642	4.50			112,150	6.50
Tier 1 (core) capital to adjusted tangible assets
Consolidated		330,792	9.20			143,757	4.00			N/A	N/A			321,588	8.34			154,264	4.00			N/A	N/A
Bank		376,692	10.49			143,642	4.00			179,552	5.00			368,762	9.60			153,689	4.00			192,111	5.00


					For Capital				To be Well								For Capital				To be Well
	Actual				Adequacy Purposes				Capitalized				Actual				Adequacy Purposes				Capitalized
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2019
December 31, 2020
Total adjusted capital to risk-weighted assets
Consolidated	$	419,327	21.49	%	$	156,081	8.00	%		N/A	N/A		$	407,733	22.58	%	$	144,466	8.00	%		N/A	N/A
Bank		346,985	17.82			155,809	8.00		$	194,761	10.00	%		386,237	21.56			143,339	8.00			179,174	10.00	%
Tier 1 (core) capital to risk-weighted assets
Consolidated		332,418	17.04			117,061	6.00			N/A	N/A			319,204	17.68			108,350	6.00			N/A	N/A
Bank		325,255	16.70			116,857	6.00			155,809	8.00			363,224	20.27			107,504	6.00			143,339	8.00
Common Equity Tier 1 (CET1)
Consolidated		332,418	17.04			87,796	4.50			N/A	N/A			319,204	17.68			81,262	4.50			N/A	N/A
Bank		325,255	16.70			87,643	4.50			126,595	6.50			363,224	20.27			80,628	4.50			116,463	6.50
Tier 1 (core) capital to adjusted tangible assets
Consolidated		332,418	10.11			131,471	4.00			N/A	N/A			319,204	8.08			158,067	4.00			N/A	N/A
Bank		325,255	9.90			131,469	4.00			164,337	5.00			363,224	9.20			157,954	4.00			197,442	5.00

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~~STERLING BANCORP, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued~~

~~(dollars in thousands, except per share amounts)~~

Dividend Restrictions

As noted above, banking regulations require the Bank to maintain certain capital levels and may limit the dividends paid by the bank to the holding company or by the holding company to its shareholders. The Company’s principal source of funds for dividend payments is dividends received from the Bank, and banking regulations limit the dividends that may be paid. Approval by regulatory authorities is required if (i) the total capital distributions for the applicable calendar year exceed the sum of the Bank’s net income for

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per share amounts)

that year to date plus the Bank’s retained net income for the preceding two years or (ii) the Bank would not be at least adequately capitalized following the distribution.

The Qualified Thrift Lender (“QTL”) test requires that a minimum of ~~65%~~65% of assets be maintained in ~~“qualified~~qualified thrift investments,” including mortgage loans, ~~housing-and~~housing- and real estate-related finance and other specified areas. If the QTL test is not met, limits are placed on growth, branching, new investments, FHLB ~~Advances~~advances and dividends, or the Bank must convert to a commercial bank charter. Management believes that the QTL test has been met. Also, pursuant to the terms of the subordinated note agreements, the Company may pay dividends if it is ~~“well capitalized”~~well capitalized as defined by regulatory guidelines.

~~At June 30, 2020,~~The Bank is currently required to obtain the ~~Bank has~~prior approval of the ~~ability~~OCC in order to pay ~~aggregate~~ dividends ~~of approximately $84,386~~ to the Company ~~without~~due to the existence of a formal agreement with the OCC. Refer to Note 16—Commitments and Contingencies. In addition, the Company currently is required to obtain the prior ~~regulatory approval.~~approval of the FRB in order to pay dividends to the Company’s shareholders.

Note 15—Related Party Transactions

From time to time, the Company ~~makes~~had made charitable contributions to a foundation for which certain members of the boards of directors of the Company and Bank, and who are also related to the Company’s controlling shareholders, serve as trustees. The Company paid ~~$150 and~~ $225 to the foundation during the three months ended ~~June 30, 2020 and 2019, respectively, and $375 and $450 during~~March 31, 2020. The Company ceased to make the ~~six months ended June 30, 2020 and 2019, respectively.~~charitable contributions in the second quarter of 2020.

The Bank ~~provides~~had provided monthly data processing and programming services to entities controlled by the Company’s controlling shareholders. Aggregate fees received for such services amounted to ~~$23 and $25~~$27 during the three months ended ~~June 30, 2020 and 2019, respectively, and $50 and $52 during the six months ended June 30, 2020 and 2019, respectively.~~March 31, 2020. The Bank terminated such data processing agreement, effective as of November 2020.

The Company ~~leases~~historically had leased certain storage and office space from entities owned by the Company’s controlling shareholders. Amounts paid under such leases totaled $60 ~~and $45~~ during the three months ended ~~June 30, 2020 and 2019, respectively, and $120 and $91 during the six months ended June 30, 2020 and 2019, respectively.~~March 31, 2020. The leases have been terminated as of December 31, 2020.

The Company ~~also~~ subleases certain office space to entities owned by the Company’s controlling shareholders. Amounts received under such subleases totaled $95 and $69 during ~~both~~ the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, and $138 and $137 during the six months ended June 30, 2020 and 2019,~~ respectively.

Note 16—Commitments and Contingencies

Financial Instruments with Off-Balance Sheet Risk

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit, which are not reflected in the condensed consolidated financial statements.

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~~STERLING BANCORP, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued~~

~~(dollars in thousands, except per share amounts)~~

Unfunded Commitments to Extend Credit

A commitment to extend credit, such as a loan commitment, credit line and overdraft protection, is a legally binding agreement to lend funds to a customer, usually at a stated interest rate and for a specific purpose. Such commitments have fixed expiration dates and generally require a fee. The extension of a commitment gives rise to credit risk. The actual liquidity requirements or credit risk that the Bank will experience is expected to be lower than the contractual amount of commitments to extend credit because a significant portion of those commitments are expected to expire without being drawn upon. Certain commitments are subject to loan agreements containing covenants regarding the financial performance of the customer that must be met before the Bank is required to fund the commitment. The Bank uses the same credit policies in making commitments to extend credit as it does in making loans.

The commitments outstanding to make loans include primarily residential real estate loans that are made for a period of 90 days or less. At ~~June 30, 2020,~~March 31, 2021, outstanding commitments to make loans consisted of fixed rate loans of ~~$26,989~~$2,876 with interest rates ranging

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per share amounts)

from ~~2.5%~~2.375% to ~~4.375%~~4.125% and maturities ranging from 10 years to 30 years and variable rate loans of ~~$52,125~~$23,701 with varying interest rates (ranging from 3.125% to ~~5.75%~~3.75% at ~~June 30, 2020)~~March 31, 2021) and maturities ~~ranging from 25 to~~of 30 years.

Unused Lines of Credit

The Bank also issues unused lines of credit to meet customer financing needs. At ~~June 30, 2020,~~March 31, 2021, the unused lines of credit include residential second mortgages of ~~$20,312,~~$16,399, construction loans of ~~$189,643,~~$85,355, commercial lines of credit of ~~$4,049~~$11 and consumer loans of ~~$387.~~$45. These unused lines of credit consisted of fixed rate loans of ~~$425~~$45 with interest rates ranging from 5.25% to ~~18.0%~~18% and maturities ranging from ~~three~~3 months to 76 years and variable rate loans of ~~$213,966~~$101,765 with varying interest rates (ranging from 3.25% to ~~10.0%~~9.75%) and maturities ranging from one month to 15 years.

Standby Letters of Credit

Standby letters of credit are issued on behalf of customers in connection with construction contracts between the customers and third parties. Under standby letters of credit, the Bank assures that the third parties will receive specified funds if customers fail to meet their contractual obligations. The credit risk to the Bank arises from its obligation to make payment in the event of a customer’s contractual default. The maximum amount of potential future payments guaranteed by the Bank is limited to the contractual amount of these letters. Collateral may be obtained at exercise of the commitment. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.

The following is a summary of the total amount of unfunded commitments to extend credit and standby letters of credit outstanding at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:


	June 30,		December 31,		March 31,		December 31,
	2020		2019		2021		2020
Commitments to make loans	$	79,114	$	76,927	$	26,577	$	40,331
Unused lines of credit		214,391		220,553		101,810		140,665
Standby letters of credit		24		24		24		24

Legal Proceedings

The Company and its subsidiaries may be subject to legal actions and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened legal proceedings, except as described below, that are considered other than routine legal proceedings. The Company believes that the ultimate disposition or resolution of its routine legal proceedings, in the aggregate, are immaterial to its financial position, results of operations or liquidity.

The Bank is currently under formal investigation by the OCC and continues to be subject to a publicly available formal agreement with the OCC, dated June 18, 2019 (the “OCC Agreement”), relating primarily to certain aspects of its Bank Secrecy Act/Anti-Money Laundering (“BSA/AML”) compliance program as well as the Bank’s credit administration. The OCC Agreement generally requires that the Bank enhance its policies and procedures to ensure compliance with BSA/AML laws and regulations and ensure effective controls over residential loan underwriting. Specifically, the OCC Agreement requires the Bank to: (i) establish a compliance committee to monitor and oversee the Bank’s compliance with the

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~~STERLING BANCORP, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued~~

~~(dollars in thousands, except per share amounts)~~

provisions of OCC Agreement; (ii) develop a revised customer due diligence and enhanced due diligence program; (iii) develop a revised suspicious activity monitoring program; (iv) engage an independent, third-party consultant to review and provide a written report on the Bank’s suspicious activity monitoring; (v) develop revised policies and procedures to ensure effective BSA/AML model risk management for the Bank’s automated suspicious activity monitoring system, which must be validated by a qualified, independent third party; (vi) ensure that the Bank’s BSA Department maintains sufficient personnel; and (vii) develop revised policies and procedures to ensure effective controls over loan underwriting. In addition to these requirements, while the OCC Agreement remains in effect, the Bank is subject to certain restrictions on expansion activities, such as growth through acquisition or branching to supplement organic growth of the Bank. Further, any failure to comply with the requirements of the OCC Agreement could result in further enforcement actions, the imposition of material restrictions on the activities of the Bank, or the assessment of fines or penalties. The Bank established a Compliance Committee to monitor and assure

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per share amounts)

compliance with the OCC Agreement, oversee the completion of an independent review of account and transaction activity to be conducted by a ~~third party~~third-party vendor and engage a third party to conduct a model validation for its BSA/AML monitoring software.

The Bank is fully cooperating with the OCC investigation and implementing the items necessary to achieve compliance with the obligations in the OCC Agreement. A finding by the OCC that the Bank failed to comply with the OCC Agreement or adverse findings in the OCC investigation could result in additional regulatory scrutiny, constraints on the Bank’s business, or other formal enforcement action. Any of those events could have a material adverse effect on our future operations, financial condition, growth, or other aspects of our business. The Bank has incurred and expects to continue to incur significant costs in its efforts to comply with the OCC Agreement and respond to the OCC investigation, which are reflected in the ~~Company’s~~Company's results of operations for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020.

The Bank also has received grand jury subpoenas from the ~~United States~~U.S. Department of Justice (the “DOJ”) beginning in 2020 requesting the production of documents and information in connection with an investigation that appears to be focused on the Bank’s Advantage Loan Program and related issues, including residential lending practices and ~~related issues.~~public disclosures about that program. On April 15, 2021, the DOJ charged by criminal information the former managing director of residential lending of the Bank with conspiracy to commit bank and wire fraud in connection with the Advantage Loan Program, and that individual has entered into an agreement with the DOJ to plead guilty to that charge. The criminal information and plea agreement assert that the individual acted with the knowledge and encouragement of certain former members of senior management. The Bank is fully cooperating with this ongoing investigation. Adverse findings in the DOJ investigation could result in material losses due to damages, penalties, costs, and/or expenses imposed on the Company, which could have a material adverse effect on our future operations, financial condition, growth, or other aspects of our business. The Bank has and expects to continue to incur significant costs in its efforts to comply with the DOJ investigation in ~~2020.~~2021.

In the first quarter of 2021, the Company learned of a formal investigation recently initiated by the SEC. This investigation appears to be focused on accounting, financial reporting and disclosure matters, as well as the Company's internal controls, related to the Advantage Loan Program. The Company has received document requests from the SEC and is fully cooperating with this investigation. Adverse findings in the SEC investigation could result in material losses due to penalties, disgorgement, costs and/or expenses imposed on the Company, which could have a material adverse effect on the Company's future operations, financial condition, growth or other aspects of its business. The Company expects to incur significant costs in its efforts to comply with the SEC investigation in 2021.

In addition, the Company, certain of its current and former officers and directors and other parties ~~have been~~were named as defendants in a shareholder class action captioned Oklahoma Police Pension and Retirement System v. Sterling Bancorp, Inc., et al., Case No. 5:20-cv-10490-JEL-EAS, filed on February 26, 2020 in the ~~United States~~U.S. District Court for the Eastern District of Michigan. The plaintiffs filed an amended complaint on July 2, ~~2020.~~2020, seeking damages and reimbursement of fees and expenses. This action alleges violations of the federal securities laws, primarily with respect to disclosures concerning the Bank’s residential lending practices that were made in the Company’s registration statement and prospectus for its initial public offering, in subsequent press releases, in periodic and other filings with the SEC and during earnings calls. ~~The~~On September 22, 2020, the Company filed with the court a motion to dismiss the amended ~~complaint with~~complaint. In February 2021, the Company, each individual defendant and the plaintiff reached an agreement in principle to settle the securities class action lawsuit. On April 19, 2021, the plaintiff, the Company and each of the other defendants entered into the final settlement agreement and submitted it to the court. Preliminary approval was granted by the court on April 28, 2021, and a final approval hearing is scheduled to be held before the court on September ~~22,~~16, 2021. The final agreement provides for a single $12,500 cash payment in exchange for the release of all of the defendants from all alleged claims therein and remains subject to final documentation, court approval and other conditions. This $12,500 liability has been accrued for as of December 31, 2020. The full amount of the settlement will be paid by the Company’s insurance carriers under applicable insurance policies. In the event final court approval is not received, or the settlement is not finalized for any other reason, the Company intends to vigorously defend this ~~and any related actions.~~action.

~~On December 9, 2019, the~~The Company announced it had voluntarily suspended its Advantage Loan Program in connection with an internal review of the program (the “Internal Review”). The primary focus of the Internal Review, which has been led by outside legal counsel under the direction of a special committee of independent directors (the “Special Committee”), involved the origination of residential mortgage loans under the Advantage Loan Program and related matters. Results from the Special Committee’s Internal Review have indicated that certain employees engaged in misconduct in connection with the origination of a significant number of such loans, including with respect to verification of income, the amount of income reported for borrowers, reliance on third parties, and related documentation. As a result, the Company has permanently discontinued the Advantage Loan Program. While the Internal Review is substantially complete, the Company expects it to remain open during the pendency of the government investigations discussed herein, and it is possible additional work will be required in connection with the Internal Review.

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~~STERLING BANCORP, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued~~

~~(dollars in thousands, except per share amounts)~~

~~As of December 31, 2019, the Company established~~maintained a liability of $25,000 for contingent losses based on additional information obtained during the course of the Internal Review and significant judgments by management. The Company has maintained the same level of liability$27,500 for contingent losses at ~~June 30,~~March 31, 2021 and December 31, 2020. The outcome of the pending investigations and litigation is uncertain. There can be no assurance (i) that the Company will not incur material losses due to damages, penalties, costs and/or expenses as a result of such investigations and litigation, (ii) that the accrual for contingent losses will be sufficient to cover such losses, or (iii) that such losses will not materially exceed such accrual and have a material impact on the Company’s business, financial condition or results of operations.

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STERLING BANCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars in thousands, except per share amounts)

In addition, on July 28, 2020, the Company received a demand letter from 2 law firms representing a purported ~~stockholder~~shareholder of the Company alleging facts and claims substantially the same as many of the alleged facts and claims in the class action lawsuit. The demand letter requests that the board of directors take action to (1) recover damages the Company has purportedly sustained as a result of alleged breaches of fiduciary duties by certain of its officers and directors; (2) recover for the benefit of the Company the amounts by which certain of its officers and directors purportedly were unjustly enriched; and (3) correct alleged deficiencies in the Company's internal controls. The demand letter states that, if the board of directors has not taken the actions demanded within 90 days after the receipt of the letter, or in the event the board of directors refuses to take the actions demanded, the purported ~~stockholder will~~shareholder would commence a ~~stockholder~~shareholder derivative action on behalf of the Company seeking appropriate relief. The board of directors ~~has recently~~ established a demand review committee to evaluate the matters raised in the demand letter and to determine the actions, if any, that should be taken by the Company with respect to those matters. The Company ~~has~~ responded to the demand letter advising the purported shareholder of the appointment of the demand review committee. The demand review committee's investigation is ongoing; accordingly, no additional actions with respect to this matter have been taken by the board of directors. Further, legal action has not yet been brought by the purported shareholder. Nevertheless, expenses related to the evaluation by the demand review committee have been significant. There can be no assurance as to whether any litigation will be commenced by or against the Company with respect to the ~~claims set forth in the~~ demand letter or that, if any such litigation is commenced, itthe Company will not incur material losses due to damages, penalties, costs and/or expenses as a result of such litigation or that any such losses will not have a material impact on ~~our~~the Company’s financial condition or results of operations.

Mortgage ~~Loan~~ Repurchase Liability

During the period 2015 through 2019, the Company sold portfolio loans originated under the Advantage Loan Program to private investors in the secondary market. The Company also sells conventional residential ~~mortgage~~real estate loans (which excludes Advantage Loan Program loans) in the secondary market primarily to ~~Federal National Mortgage Association (“~~Fannie ~~Mae”)~~Mae on an ongoing basis. In connection with these loans sold, the Company makes customary representations and warranties about various characteristics of each loan. The Company may be required pursuant to the terms of the applicable mortgage loan purchase and sale agreements to repurchase any previously sold loan or indemnify (make whole) the investor for which the representation or warranty of the Company proves to be inaccurate, incomplete or misleading. In the event of a repurchase, the Company is typically required to pay the unpaid principal balance, the proportionate premium received when selling the loans and certain expenses. ~~Historically, any repurchases due to~~

As of March 31, 2021 and December 31, 2020, the Bank maintained a ~~breach of any such representations and warranties have been de minimis.~~

~~The Bank recorded a total~~ mortgage repurchase liability ~~of $7,848 and $7,823 at June 30, 2020 and December 31, 2019, respectively, primarily related to probable losses on~~in connection with the ~~sold~~above mentioned investigations stemming from the Advantage Loan Program ~~loan portfolio taking into account the results of the Internal Review. The repurchase liability~~totaling $6,629 and $9,699, respectively, which is included in accrued expenses and other liabilities in the condensed consolidated balance sheets. The unpaid principal balance of residential ~~mortgage~~real estate loans sold that were subject to potential repurchase obligations for breach of ~~these~~ representations and warranties totaled ~~$670,245~~$426,758 and ~~$759,568~~$562,139 at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively, including Advantage Loan Program loans totaling $302,982 and $429,816 at March 31, 2021 and December 31, 2020, respectively.

The mortgage repurchase liability reflects ~~management’s~~management's estimate of losses based on a combination of factors. The ~~Company’s~~Company's estimation process requires management to make subjective and complex judgements about matters that are inherently uncertain, such as future repurchase demand expectations, economic factors and findings from the Internal Review. The actual repurchase losses could vary significantly from the recorded mortgage repurchase liability, depending on the outcome of various factors, including those previously discussed.

In May 2020, the Company negotiated the repurchases of 2 pools of Advantage Loan Program loans with a total outstanding unpaid principal balance of $38,704. These loans were previously sold to such third-party investors with

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~~STERLING BANCORP, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued~~

~~(dollars in thousands, except per share amounts)~~

servicing retained and were considered to be performing at the acquisition date. In connection with these repurchases, the Company recognized a loss of $136 related to fair value discount in other non-interest expense and wrote off $428 mortgage servicing rights.

To avoid the uncertainty of audits and inquiries by third-party investors in the Advantage Loan Program, beginning at the end of the second quarter of 2020, the Company commenced making offers to each of those investors to repurchase 100% of the previously sold Advantage Loan Program loans.

~~Note 17—Subsequent Events~~

~~Repurchases of Mortgage Loans~~

In ~~July 2020, 3~~March 2021, a third-party ~~investors~~investor accepted the ~~above mentioned~~Company’s offer ~~from which the Company repurchased 3 pools~~to repurchase a pool of Advantage Loan Program loans ~~sold~~ with ~~a total~~an outstanding unpaid principal balance of $19,251. These loans were previously sold to such third-party investors with servicing retained and were considered to be performing at the acquisition date. In connection with these repurchases, the Company recognized a loss of $135 related to fair value discount in other non-interest expense, wrote off $203 mortgage servicing rights, and charged a loss of $433 against mortgage repurchase liability.

In September 2020, one third-party investor accepted the above mentioned offer, from which the Company repurchased two pools of Advantage Loan Program loans sold with a total outstanding unpaid principal balance of $11,683.$87,944. These loans were previously sold to such third-party investor with servicing retained and were considered to be performing at the ~~acquisition~~repurchase date. In connection with this repurchase, the Company ~~wrote off $158~~recognized a disposition of $1,255 mortgage servicing rights and charged a loss of ~~$218~~$2,917 against the mortgage repurchase liability.

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~~FHLB Advances~~STERLING BANCORP, INC.

~~Subsequent~~Notes to June 30, 2020, loans originated under the Advantage Loan Program totaling $486,224 were withdrawn from collateral pledged on FHLB borrowings, reducing the total amount of loans pledged to $656,658. Thereby, the Bank's additional borrowing capacity from the FHLB was reduced to $80,036.Condensed Consolidated Financial Statements (Unaudited)

~~Sale of Quantum Capital Management~~(dollars in thousands, except per share amounts)

~~On October 14, 2020, QCM, LLC, doing business as Quantum Capital Management, a wholly-owned subsidiary of Quantum Fund, LLC~~

The table below presents the activity in the mortgage repurchase liability at March 31, 2021 and an indirect wholly-owned subsidiary of the Bank (“Quantum Capital Management”), entered into an Asset Purchase Agreement to sell substantially all of its assets, which consist primarily of client advisory agreements. The closing of the transaction is subject to customary closing conditions, including third-party consents, and is expected to occur before year-end. In connection with the execution of the Asset Purchase Agreement, Mr. Peter Sinatra, a member of the boards of directors of the Company and of the Bank, as well as the CEO of Quantum Capital Management, notified the Company of his resignation from the Company's and the Bank's boards of directors, effective immediately, and from all other positions with Quantum Capital Management, the Company, the Bank, and each of their subsidiaries and affiliates, effective upon the closing of the transaction.2020:


	March 31, 2021		March 31, 2020
Mortgage repurchase liability:
Beginning balance (as of January 1)	$	9,699	$	7,823
Net recovery		(153)		—
Charge offs		(2,917)		—
Ending balance	$	6,629	$	7,823

Note 17—Subsequent Events

Stock-based Compensation

On April 23, 2021, the Board of Directors approved the issuance of 182,702 restricted stock awards to certain key employees that vest ratably over three years (one-third per year) after the date of grant. The restricted stock awards were issued at fair market value at the date of grant. Upon a change in control, as defined in the 2020 Plan, the outstanding restricted stock awards will immediately vest.

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

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with the unaudited condensed consolidated financial statements, related notes, and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and related notes included in our ~~Annual Report on~~2020 Form ~~10-K for the year ended December 31, 2019, which was filed with the SEC on October 6, 2020.~~10-K.

Unless we state otherwise or the context otherwise requires, references in this Quarterly Report on Form 10-Q to “Sterling,” “we,” “our,” “us” or “the Company” refer to Sterling Bancorp, Inc., a Michigan corporation, and its subsidiaries, including Sterling Bank & Trust, F.S.B., which we sometimes refer to as “Sterling Bank,” “the Bank” or “our Bank.”

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the Company’s plans, expectations, thoughts, beliefs, estimates, goals, and outlook for the future that are intended to be covered by the protections provided under the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “attribute,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “goal,” “target,” “outlook,” “aim,” ~~“would,”~~“would” and “annualized” ~~and “outlook,”~~ or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and they are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements.

The ~~following~~risks, uncertainties and other factors ~~among~~identified in our filings with the SEC, and others, ~~could~~may cause actual future results to differ materially from the anticipated results or other expectations expressed in the forward-looking ~~statements:~~

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~~The result of the internal review in connection with our Advantage Loan Program and related matters;~~

●

~~The impact of the permanent discontinuation of our Advantage Loan Program;~~

●

~~Terminations, resignations and departures of top loan producers and other key employees;~~

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~~The results of investigations of us by the OCC, the DOJ, or other governmental agency;~~

●

~~The costs of litigation, including settlements and judgments;~~

●

~~Compliance with the OCC Agreement;~~

●

~~New legislation, regulation, or governmental policy affecting the financial services industry;~~

●

~~Adverse effects which may arise in connection with the material weaknesses in our internal control over financial reporting or our failure to promptly remediate them;~~

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~~The outbreak of the COVID-19 pandemic, or an outbreak of other highly infectious or contagious diseases;~~

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~~Market volatility;~~

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~~Potential future losses in connection with certain representations and warranties we have made with respect to mortgages that we have sold into the secondary market;~~

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~~Our ability to comply with The Nasdaq Stock Market LLC (“Nasdaq”) listing requirements, including our ability to timely file our future periodic reports with the SEC;~~

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~~Our concentration in residential mortgage loans;~~

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~~Our geographic concentration of loans and operations in California;~~

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~~Strong competition within our market areas with respect to our products and pricing;~~

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~~Our ability to attract deposits and other sources of liquidity;~~

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~~The value of our mortgage servicing rights;~~

●

~~Operational risks resulting from a high volume of financial transactions and increased reliance on technology;~~

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~~Failure to obtain external financing on favorable terms, or at all, in the future;~~

●

~~Changes in the state of the general economy and the financial markets;~~

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~~The credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs;~~

●

~~The overall quality of the composition of our loan and securities portfolios;~~

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Legislative and regulatory changes, including the implementation of the Dodd–Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), changes in banking, securities and tax laws and regulations and their application by our regulators and changes in the scope and cost of FDIC insurance and other coverages;

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~~Inflation, interest rate, market and monetary shifts, including uncertainty relating to the calculation and transition from LIBOR;~~

●

~~Changes in the financial performance and/or condition of our borrowers;~~

●

~~Adverse changes in securities markets, including such changes to the valuation of our securities portfolio;~~

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~~Changes in accounting policies and practices, as may be adopted by the FASB;~~

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~~Changes in estimates of future loan loss reserves based upon the periodic review thereof under relevant regulatory and accounting requirements;~~

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~~The effects of, and changes in, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System (“FRB” or "Federal Reserve");~~

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~~Tax matters, including changes in corporate tax rates and any disagreements with taxing authorities;~~

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~~Changes in consumer and business spending, borrowing and saving habits and demand for financial services in our market area;~~

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~~Fluctuations in the demand for loans, the number of unsold homes and other properties and fluctuations in real estate values in our market areas;~~

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~~The effect of gentrification or adverse political developments on minority and immigrant individuals, which is one of our historical markets;~~

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~~The inability of key third-party providers, customers, and counterparties to provide accurate and complete information and perform their obligations to us;~~

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Our operational, technological, and organizational infrastructure, including whether our enterprise risk management framework effectively mitigates risk and loss and whether we can keep pace with technological change;

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~~Our employees’ adherence to our internal policies and procedures;~~

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~~Adverse international conditions and their effect on our customers;~~

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Other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services and the other risks described elsewhere herein or in the documents incorporated by reference herein and our other filings with the SEC;

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~~The Seligman family’s ability to influence our operations and control the outcome of matters submitted for shareholder approval;~~

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~~Our ability to continue to pay dividends; and~~

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~~Our success at managing the risks involved in the foregoing.~~

~~The foregoing~~these factors ~~should not be construed as an exhaustive list and should be read in conjunction with other cautionary~~is below, under the heading “Risk Factors Summary.” For additional information on factors that could materially affect the forward-looking statements ~~that are~~ included in this Quarterly Report on Form 10-Q for the ~~items~~quarter ended March 31, 2021, see the risk factors set forth under ~~the heading “~~“Item 1A. Risk Factors” in our ~~Annual Report on~~2020 Form ~~10-K for~~10-K. You should carefully consider the ~~year ended December 31, 2019. If one or more events related to~~factors discussed below, and in our Risk Factors and other disclosures, in evaluating these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements.

Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise except as required by law. New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of ~~each~~any particular risk, uncertainty or other factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Risk Factors Summary

The following is a summary of the material risks we are exposed to in the course of our business activities. The below summary does not contain all of the information that may be important to you, and you should read the below summary together with the more detailed discussion of risks set forth under “Part II, Item 1A. Risk Factors” and in our 2020 Form 10-K, as well as under this “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Risks Related to the Advantage Loan Program

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The results of the Internal Review of our Advantage Loan Program and related matters

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The results of investigations of us by the OCC, the DOJ, the SEC or other governmental agencies

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The costs of legal proceedings, including settlements and judgments

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The effects of the permanent discontinuation of our Advantage Loan Program

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Compliance with the OCC Agreement and BSA /AML laws and regulations generally

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Potential future losses in connection with representations and warranties we have made with respect to residential real estate loans that we have sold into the secondary market

Risks Related to the COVID-19 Pandemic

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The economic impact, and governmental and regulatory actions to mitigate the impact, of the disruptions created by the COVID-19 pandemic

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The effects of the economic disruptions resulting from the COVID-19 pandemic on our loan portfolio

Risks Related to the Economy and Financial Markets

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The effects of fiscal and monetary policies and regulations of the federal government and Federal Reserve

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Changes in the state of the general economy and the financial markets and their effects on the demand for our loan services

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The effects of increases to the federal corporate tax rate

Risks Related to Credit

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The credit risks of lending activities, including changes in the levels of delinquencies and nonperforming assets and changes in the financial performance and/or economic condition of our borrowers

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Our concentration in residential real estate loans

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The geographic concentration of our loans and operations in California

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The potential insufficiency of our allowance for loan losses to cover losses in our loan portfolio

Risks Related to Our Highly Regulated Industry

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The extensive laws and regulations affecting the financial services industry, including the QTL test, the continued effects of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and related rulemaking, changes in banking, securities and tax laws and regulations and their application by our regulators and the Community Reinvestment Act and fair lending laws

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Adverse effects that may arise from the material weaknesses in our internal control over financial reporting or a failure to promptly remediate them

Risks Related to Competition

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Strong competition within our market areas or with respect to our products and pricing

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Our reputation as a community bank and the effects of continued negative publicity

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Our ability to keep pace with technological change and introduce new products and services

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Negative impacts of future changes in interest rates

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Uncertainty relating to the determination and discontinuance of LIBOR

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Risks Related to Interest Rates

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Our ability to ensure we have adequate liquidity

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Our ability to obtain external financing on favorable terms, or at all, in the future

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The quality of our real estate loans and our ability to sell our loans to the secondary market

Other Risks Related to Our Business

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The recent significant transition in our senior management and our ability to attract and retain key employees and other qualified personnel

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Our operational, technological and organizational infrastructure, including the effectiveness of our enterprise risk management framework at mitigating risk and loss to us

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Operational risks from a high volume of financial transactions and increased reliance on technology, including risk of loss related to cybersecurity or privacy breaches

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The ability of customers and counterparties to provide accurate and complete information and the soundness of third parties on which we rely

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Our employees' adherence to our internal policies and procedures

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The effects of natural disasters on us and our California borrowers and the adequacy of our business continuity and disaster recovery plans

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Climate change and related legislative and regulatory initiatives

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Adverse conditions internationally and their effects on our customers

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Fluctuations in securities markets, including changes to the valuation of our securities portfolio

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The value of our mortgage servicing rights

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The reliance of our critical accounting policies and estimates, including for the allowance for loan losses, on analytical and forecasting techniques and models

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Risks Related to Governance Matters

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The Seligman family's ability to influence our operations and control the outcome of matters submitted for shareholder approval

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Our ability to pay dividends

The foregoing risk factors should not be construed as an exhaustive list and should be read in conjunction with the cautionary statements that are included under “Cautionary Note Regarding Forward-Looking Statements” above, under “Item 1A. Risk Factors” in our 2020 Form 10-K and elsewhere in this Quarterly Report on Form 10-Q, as well as the items set forth under “Part II, Item 1A. Risk Factors.”

Executive Summary

The following overview should be read in conjunction with our MD&A in its entirety.

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Company Overview

We are a unitary thrift holding company headquartered in Southfield, Michigan and our primary business is the operation of our wholly owned subsidiary, Sterling Bank. Through Sterling Bank, we offer a range of loan products to the residential and commercial markets, as well as retail banking services.

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~~Historical Business Strategy~~

~~During the quarter ended June 30, 2020, we continued to pursue our historical strategy of originating residential mortgage loans both for retention in our portfolio~~Internal Review, Investigations and ~~sale~~Regulatory Matters Related to the secondary market, as well as growing our commercial real estate and construction lending portfolios. During the year ended December 31, 2019, our Advantage Loan Program generated approximately 77% of our residential mortgage loan production. However, as discussed further below, in the fourth quarter of 2019, our board of directors became aware of significant compliance issues in connection with the origination of residential mortgage loans under the Advantage Loan Program ~~which ultimately led to the voluntary suspension, and then permanent discontinuation, of the Advantage Loan Program.~~

~~Formal Agreement, Internal Review and Permanent Discontinuation of Advantage Loan Program~~

On December 9, 2019, the Company announced it had voluntarily suspended its Advantage Loan Program in connection with ~~an internal review of~~ the ~~program (the “Internal Review”).~~Internal Review. The primary focus of the Internal Review, which has been led by outside legal counsel under the direction of a special committee of independent directors (the “Special Committee”), has involved the origination of residential ~~mortgage~~real estate loans under the Advantage Loan Program and related matters. ~~Results from the Special Committee’s~~The Internal Review ~~have~~has indicated that certain employees engaged in misconduct in connection with the origination of a significant number of such loans, including with respect to verification of income and employment, the amount of income reported for borrowers, reliance on third parties, and related documentation. As a result, the Company ~~has~~ permanently discontinued the Advantage Loan ~~Program.~~

~~In connection with the Internal Review,~~Program, and a significant number of officers and employees have been terminated or resigned, including the top loan producers within the Advantage Loan Program. In addition, to avoid the uncertainty of audits and inquiries by third party investors in Advantage Loan Program loans sold to the secondary market, beginning at the end of the second quarter of 2020, we commenced making offers to each of those investors to repurchase 100% of our sold Advantage Loan Program loans. While the Internal Review is substantially complete, the Company expects it to remain open during the pendency of the government investigations discussed below, and it is possible additional work will be required in connection with the Internal Review.

The Company experienced significant executive transitions in late 2019 continuing through the first half of 2020. On October 17, 2019, the Company announced the retirement of its then-Chairman and Chief Executive Officer, Gary Judd, with such retirement to be effective November 30, 2019. On October 15, 2019, the board of directors appointed Thomas Lopp, the Company’s then-President, Chief Financial Officer and Chief Operating Officer, to assume the role of Chief Executive Officer and Chairman effective upon Mr. Judd’s retirement. The board of directors also appointed Stephen Huber as Chief Financial Officer, also effective November 30, 2019. On May 7, 2020, Mr. Lopp resigned from each of his positions with the Company and the board of directors appointed Mr. Huber as interim Chief Executive Officer. On May 29, 2020, Michael Montemayor was terminated from his positions as President of Commercial and Retail Banking and Chief Lending Officer. Christine Meredith was hired by the Bank in the role of Senior Vice President and Chief Risk Officer with a starting date of February 3, 2020. Since October 1, 2019, more than 100 officers and employees have been terminated or have resigned, including more than 35 loan officers, whether in connection with the Internal Review or otherwise.

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The Bank is currently under formal investigation by the OCC, is responding to grand jury subpoenas from the DOJ and is responding to a formal investigation recently initiated by the SEC, all of which are related to the Advantage Loan Program. The Bank also continues to be subject to ~~a publicly available formal agreement with~~ the OCC ~~dated June 18, 2019 (the “OCC Agreement”), relating~~Agreement, which relates primarily to certain aspects of ~~its~~the Bank’s BSA/AML compliance program as well as ~~the Bank’s~~its credit administration. The OCC Agreement ~~generally~~ requires ~~that~~ the Bank ~~enhance its~~to: (i) establish a compliance committee to monitor and oversee the Bank’s compliance with the provisions of OCC Agreement; (ii) develop a revised customer due diligence and enhanced due diligence program; (iii) develop a revised suspicious activity monitoring program; (iv) engage an independent, third-party consultant to review and provide a written report on the Bank’s suspicious activity monitoring; (v) develop revised policies and procedures to ensure ~~compliance with~~effective BSA/AML ~~laws~~model risk management for the Bank’s automated suspicious activity monitoring system, which must be validated by a qualified, independent third party; (vi) ensure that the Bank’s BSA Department maintains sufficient personnel; and ~~regulations~~(vii) develop revised policies and procedures to ensure effective controls over ~~residential~~ loan underwriting. In addition to these requirements, while the OCC Agreement remains in effect, the Bank is subject to certain restrictions on expansion activities, such as growth through acquisition or branching to supplement organic growth of the Bank.

The ~~Bank established a Compliance Committee~~Company has incurred and continued to ~~monitor~~incur significant legal, consulting and ~~assure~~other third-party expenses in the first quarter of 2021 in connection with the Internal Review, the government investigations, compliance with the OCC Agreement ~~oversee the completion of an independent review of account~~ and ~~transaction activity to be conducted by a third party vendor,~~defending litigation and ~~engage a third party to conduct a model validation for its BSA/AML monitoring software.~~

The Bank is fully cooperating with the OCC investigation and implementing the items necessary to achieve compliance with the obligations in the OCC Agreement. A finding by the OCC that the Bank failed to comply with the OCC Agreement or adverse findings in the OCC investigation could result in additional regulatory scrutiny, constraints on the Bank’s business, or other formal enforcement action. Any of those events could have a material adverse effect on our future operations, financial condition, growth, or other aspects of our business. The Bank has incurred significant costs in its efforts to comply with the OCC Agreement and respondthreatened litigation related to the ~~OCC investigation, which are reflected in our results of operations for the six months ended June 30, 2020.~~Advantage Loan Program.

The Bank also has received grand jury subpoenas from the DOJ requesting the production of documents and information in connection with an investigation that appears to be focused on the Bank’s residential lending practices and related issues. The Bank is fully cooperating with this ongoing investigation.

~~In addition, the Company, certain of its current and former officers and directors, and other parties have been named as defendants in a shareholder class action captioned~~ ~~Oklahoma Police Pension and Retirement System v. Sterling Bancorp, Inc., et al.~~, Case No. 5:20-cv-10490-JEL-EAS, filed on February 26, 2020 in the United States District Court for the Eastern District of Michigan. The plaintiffs filed an amended complaint on July 2, 2020. This action alleges violations of the federal securities laws, primarily with respect to disclosures concerning the Bank’s residential lending practices that were made in the Company’s registration statement and prospectus for its initial public offering, in subsequent press releases, in periodic and other filings with the SEC, and during earnings calls. The Company filed a motion to dismiss the amended complaint with the court on September 22, 2020. The Company intends to vigorously defend this and any related actions.

~~The Company has incurred significant legal expenses in 2020 in connection with the government investigations and in defending the litigation.~~ For further information regarding these matters, see “Part II, Item 1. Legal ~~Proceedings.”~~Proceedings" and "Part II, Item 1A. Risk Factors."

Update on Impact of COVID-19

The ~~Strategy for 2020 and Beyond~~

Effective June 3, 2020, the Company and the Bank hired Thomas M. O’Brien as Chairman, President and Chief Executive Officer of the Company and the Bank, respectively. Prior to being hired, Mr. O’Brien provided consulting services to the board of directors of the Bank under a consulting agreement since March 2020. An accomplished leader in the financial services industry with over 44 years of industry experience, Mr. O’Brien will report to the boards of directors of the Company and the Bank. Mr. Huber continued in his role as Chief Financial Officer following the appointment of Mr. O’Brien.

The current focus of the Company is to work hard to resolve its outstanding compliance and regulatory issues, government investigations and third party litigation, develop a strong culture of compliance, re-establish strong credit metrics for new lending initiatives, hire new key business development and operations personnel, and establish a new path forward to service our customers’ needs and build investor confidence. This renewal effort will be complicated by the impact of COVID-19 and its impact on the national economy and the markets in which we focus our products and services. While the Company will continue to work on initiatives to diversify its overall loan production and to review new residential loan products, the implementation of any new loan products takes time and may be subject to the prior review and approval of applicable bank regulatory authorities. Accordingly, the permanent discontinuation of the Advantage Loan Program will likely have an adverse impact on our results of operations as repayments from our residential loan portfolio will need to be invested in lower yielding assets until new loan programs can commence.

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~~Impact of COVID-19~~

~~The~~ COVID-19 pandemic ~~which was declared a national emergency in the United States in March 2020,~~ continues to create extensive disruptions to ~~the~~U.S. and global ~~economy~~economic conditions and financial markets and to businesses and the lives of individuals throughout the world. Federal and state governments are taking unprecedented actions to contain the spread of the disease, including quarantines, travel bans, shelter-in-place orders, closures of businesses and schools, fiscal stimulus, and legislation designed to deliver monetary aid and other relief to businesses and individuals impacted by the pandemic. Although in various locations certain activity restrictions have been relaxed with some level of success, in many states and localities the number of individuals diagnosed with COVID-19 has increased significantly, ~~which is~~ causing a freezing or, in certain cases, a reversal of previously announced relaxation of activity restrictions and is prompting the need for additional aid and other forms of relief.

~~The governmental~~ Recently, COVID-19 vaccinations have been increasing. It is too early to know how quickly these vaccines can be distributed to the broader population and how effective the vaccination of the broader population will be in mitigating the adverse social and economic effects of the pandemic. Further, variant strains of the COVID-19 virus have appeared, further complicating efforts of the medical community and federal, state and local governments in response to the pandemic. The ultimate impact of the COVID-19 pandemic ~~has resulted in an unprecedented slow-down in economic activity~~will depend on future developments, which are highly uncertain and ~~a related increase in unemployment. Since~~cannot be predicted, including the ~~outbreak~~scope and duration of ~~COVID-19~~the pandemic and actions taken currently or in the ~~United States, more than 50 million people nationwide have filed claims for unemployment, and stock markets have declined~~future by governmental authorities in value and in particular, bank stocks have significantly declined in value. As of the end of June 2020, the national unemployment rate was 11.1%. Although an improvement from the 14.7% national unemployment rate observed in April 2020, the current rate of unemployment is substantially higher than the 3.6% national unemployment rate observed in January 2020 priorresponse to the outbreak of COVID-19 in the United States. Further, the Federal Pandemic Unemployment Compensation, which under Section 2104 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) allows for additional payments to covered individuals of up to $600 per week, expired as of July 31, 2020 and it is uncertain whether this benefit will be renewed by Congress.pandemic.

The COVID-19 pandemic, and related efforts to contain it, have caused significant disruptions in the functioning of the financial markets and have increased economic and market uncertainty and volatility. To help address these issues, the Federal Open Market Committee (“FOMC”) has reduced the benchmark federal funds rate to a target range of 0% to 0.25%, and the yields on 10 and 30-year treasury notes have declined to historic lows. At its June and July meetings, the FOMC continued its commitment to this approach, indicating that the target federal funds rate would remain at current levels until the economy is in position to achieve the FOMC’s maximum-employment and price-stability goals. In addition, in order to support the flow of credit to households and businesses, the FRB indicated that it will continue to increase its holdings of U.S. Treasury securities and agency residential and commercial mortgage-backed securities to sustain proper functioning of the financial markets.

Congress and various state governments and federal agencies have taken actions to require lenders to provide forbearance and other relief to borrowers ~~(e.g.,~~(for example, waiving late payment and other fees). At March 31, 2021, pandemic-related forbearances totaled $41.9 million, or 1.7% of total loans, down significantly from peak levels in 2020. The ~~federal banking agencies have encouraged financial institutions~~remaining forbearances consist of $20.3 million residential real estate loans, $14.1 million commercial real estate loans and $7.4 million construction loans. We continue to ~~prudently~~ work together with ~~affected~~our borrowers ~~and recently passed legislation has provided relief from reporting loans~~ as ~~troubled debt restructurings due to modifications~~circumstances permit.

The economic disruptions related to the COVID-19 ~~pandemic. More specifically, through Section 4022~~pandemic have resulted in a significant increase in delinquencies and loans on nonaccrual status across our commercial real estate loan, construction loan and residential real estate loan portfolios as certain

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industries have been particularly hard-hit by the COVID-19 pandemic, which has adversely affected the ability of many of our borrowers to repay their loans. For example, as of March 31, 2021, our commercial real estate loan portfolio includes loans secured by SROs, hotels, retail properties and offices, totaling $116.1 million, representing 4.7% of total loans, including $75.5 million of loans secured by SROs and hotels. According to data from Cushman & Wakefield, the office vacancy rate in San Francisco continued to rise during the first quarter of 2021 and was 18.7% as of March 31, 2021. In addition, operating cash flows from tenants have decreased as a result of the ~~CARES Act, Congress provided relief~~COVID-19 pandemic, and decreased travel as a result of the COVID-19 pandemic has affected our SRO borrowers by reducing demand from tourists for travel accommodations in San Francisco. Our construction loan portfolio also includes similar substantial exposures. In addition, the elevated unemployment rate will continue to ~~borrowers with federally-backed one-to-four family mortgage loans experiencing~~have a ~~financial hardship due to COVID-19 by allowing such~~significant adverse impact on the ability of our residential real estate borrowers to ~~request forbearance, regardless~~repay their loans.

During the first quarter of ~~delinquency status, for up~~2021, we continued to ~~360 days. Such relief will be available until~~experience higher than normal downgrades and elevated nonaccrual level. Total loans 90 days or more past due, including nonaccrual loans but excluding loan forbearances related to the ~~earlier of~~COVID-19 pandemic, totaled $83.6 million at March 31, 2021, compared to $86.5 million at December 31, 2020.

Overview of Quarterly Performance

Our historical lending strategy has been to offer a range of loan products to the residential and commercial markets. The majority of our loan portfolio consists of residential real estate mortgages, which accounted for 82% of our loan portfolio as of March 31, 2021. The balance of our loan portfolio consists of commercial real estate, construction, and commercial lines of credit.

Our focus for 2021 is to continue to work hard to resolve our outstanding compliance issues and re-establish strong credit metrics for new lending initiatives. Going forward, we plan to focus on the diversification of our overall loan production and develop new residential loan products. However, the implementation of any new loan products takes time and may be subject to the prior review and approval of applicable bank regulatory authorities. In addition, we continued to maintain a high level of liquidity to prepare for potential Advantage Loan Program repurchase requests, which we have solicited from loan investors, and to compensate for the Bank's reduced borrowing capacity from the FHLB as a result of a reduction in collateral pledged, as well as to prepare for additional uncertainties related to our ongoing examinations and investigations. The Bank repurchased $87.9 million of Advantage Loan Program loans in the first quarter of 2021.

On March 19, 2021, the Bank entered into an agreement with First Federal Savings & Loan Association of Port Angeles, a Washington state chartered bank, to sell the Bank’s Bellevue, Washington branch office, subject to receipt of applicable regulatory approvals and other customary closing conditions. The sale includes the transfer of all deposit accounts located at the branch, with a total balance of $78.0 million at March 31, 2021, as well as the transfer of all branch premises and equipment. The agreement provides that the Bank will receive a premium of 2.1% on the principal balance of the deposits at closing. The agreement also provides that the buyer intends to offer employment to all associated staff. This transaction is expected to close in the second quarter of 2021.

As of March 31, 2021, the Company had total consolidated assets of $3.69 billion, total consolidated deposits of $2.89 billion and total consolidated shareholders’ equity of $321.9 million. Liquid assets, comprising cash and due from banks and investment securities, decreased $170.5 million, or 13%, to $1.13 billion from $1.30 billion at December 31, 2020. Total loans held for investment decreased $45.3 million, or 2%, to $2.46 billion from $2.51 billion at December 31, 2020. Net principal payments continued to exceed new loan production for the three months ended March 31, 2021. This decrease was partially offset by the repurchase of $87.9 million of Advantage Loan Program loans.

Our net income (loss) increased $6.4 million from net loss of $(4.0) million for the three months ended March 31, 2020 to net income of $2.3 million for the three months ended March 31, 2021, primarily attributable to a $0.7 million recovery of loan losses in the current period compared to a $20.9 million provision for loan losses for the same period in 2020. This increase was partially offset by a $5.4 million decrease in our net interest income and a $5.4 million increase in professional fees related to our efforts to achieve compliance with the OCC Agreement, our ongoing enhancements to our regulatory compliance framework (including our internal controls over financial reporting), and the ~~date~~ongoing government investigations and litigation. Our net interest margin decreased from 3.57% for the three months ended March 31, 2020 to 2.45% for the current period due primarily to a decline in the average balance of ~~termination~~our loan portfolio, as well as a shift in the balance sheet mix and the impact of the national emergency declaration. Section 4022 of the CARES Act also prohibits servicers of federally-backed mortgage loans from initiating foreclosures during the 60-day period beginning March 18, 2020. In addition, under Section 4023 of the CARES Act, until the earlier of December 31, 2020 and the date of termination of the national emergency declaration, borrowers with federally-backed multifamily mortgage loans whose payments were current as of February 1, 2020, but who have since experienced financial hardship due to COVID-19, may request a forbearance for up to 90 days. Borrowers receiving such forbearance may not evict or charge late fees to tenants for its duration.low interest rate environment.

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Additionally, in many states in which we do business or in which our borrowers and loan collateral are located, temporary bans on evictions and foreclosures have been enacted through a mix of executive orders, regulations, and judicial orders. Certain such relief orders have since expired, although several states, including New York and New Jersey, have extended their temporary orders and may continue to do so indefinitely. In addition, in New York, Governor Andrew Cuomo signed legislation on June 17, 2020 that expands mortgage forbearance available for those experiencing financial hardship during the crisis caused by the COVID-19 pandemic. The legislation applies to those who have mortgages with state-regulated financial institutions and is intended to be an expansion of the CARES Act’s mortgage forbearance provisions. The legislation provides up to one year of forbearance if the borrower’s hardship persists and provides flexible payment options.

Certain industries have been particularly hard-hit by the COVID-19 pandemic, including the travel and hospitality industry, the restaurant industry and the retail industry. In addition, the spread of COVID-19 has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences. We have many employees working remotely and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners.

We continue to actively monitor developments related to COVID-19 and its impact to our business, customers, employees, counterparties, vendors, and service providers. During the first half of 2020, the most notable financial impacts to our results of operations was a higher provision for loan losses primarily reflecting the substantial increase in economic uncertainty and the resultant potential for increased credit losses in future periods as a consequence of the COVID-19 pandemic.

In response to the COVID-19 pandemic, we have taken several actions to offer various forms of support to our customers and employees that have experienced impacts from this development. We are actively working with customers impacted by the economic downturn, offering payment deferrals and other loan modifications. Our COVID-19 Hardship Forbearance Program provides a 120-day deferral of principal and interest payments for residential mortgages. Interest will continue to accrue at the note rate. At the end of the forbearance period, the borrower’s accrued but unpaid interest will be added to their outstanding principal balance while keeping the principal and interest payment at the amount determined in accordance with the terms of their note, thus extending the loan’s maturity date. The terms for commercial loan forbearances are reviewed and determined on a case by case basis. As of June 30, 2020, the Company had approximately 210 loans in forbearance status with an aggregate loan balance of $125.8 million. At June 30, 2020, residential real estate loans in forbearance status totaled $118.8 million, and commercial real estate loans in forbearance status totaled $7.0 million, with a concentration in lodging. We continue to have active dialogue with customers on deferrals. As of September 30, 2020, the Company had approved forbearance requests on 189 loans. Of these, 116 loans totaling $69,828 have completed the agreed-upon deferment period and have returned to normal debt service. There are 73 loans that remain in payment deferral totaling $54,413.

~~During this volatile time, we remain focused on our capital and liquidity.~~ Our regulatory capital ratios remained well above the levels required to be considered well capitalized for regulatory purposes with a Common Equity Tier 1 ratio for the Company of ~~17.27%~~18.48% and a ratio of Tier 1 Capital to adjusted tangible assets of ~~9.32%~~8.34%. See ~~“Liquidity~~"Liquidity and Capital Resources.” We have a liquid balance sheet, with access to funding sources, as necessary. As a mortgage servicer, we are required to advance principal and interest on loans under forbearance for a period of up to four months and tax and insurance payments until the owners of the loans make us whole. Although the servicing advances for loans in forbearance have not been significant, should the demand for loan forbearance continue to increase as a result of the effects of COVID-19, our liquidity position could be negatively impacted."

The duration and severity of the effect of COVID-19 on economic, market and business conditions remain uncertain. We are subject to heightened business, operational, market, credit and other risks related to the COVID-19 pandemic, which may have an adverse effect on our business, financial condition and results of operations.

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~~Overview of Quarterly Performance~~

As of June 30, 2020, the Company had total consolidated assets of $3.74 billion, total consolidated deposits of $2.89 billion and total consolidated shareholders’ equity of $331.4 million. Cash and due from banks increased to $623.4 million at June 30, 2020 from $77.8 million at December 31, 2019, reflecting increased cash flows from loan payments and the permanent discontinuation of our Advantage Loan Program combined with the lack of an alternative loan product to effectively reinvest such proceeds during the quarter. As a result, our total loan portfolio decreased $149.1 million from $2.91 billion at December 31, 2019 to $2.76 billion at June 30, 2020. In addition, investment securities increased as we were able to reinvest a portion of our excess cash flows. The resulting excess liquidity was retained to prepare for potential Advantage Loan Program repurchase requests and compensate for the Bank’s reduced borrowing capacity from the FHLB as a result of the reduction in collateral pledged, as well as to prepare for additional uncertainties related to the ongoing examinations and investigations.

Our net income decreased $10.6 million, or 79%, to $2.9 million for the three months ended June 30, 2020, primarily driven by significantly heightened costs of regulatory compliance which have continued into 2020 and increased provision for loan losses due to the impact of COVID-19 and risk-rating downgrades of certain residential, commercial real estate and construction loans, as well as a decrease in gain on sale of portfolio loans due to the absence of portfolio loan sales during the quarter. Our net interest margin continued its decline to 3.08% for the three months ended June 30, 2020 from 3.84% for the same period in 2019, reflecting the prevailing lower interest rate environment in which we were originating new portfolio loans and the reinvestment of substantial loan payments into lower-yielding interest-earning assets.

We realized net income of $2.9 million for the three months ended June 30, 2020, compared to net income of $13.4 million for the three months ended June 30, 2019, and we incurred a net loss of $(1.2) million for the six months ended June 30, 2020, compared to a net income of $29.1 million for the six months ended June 30, 2019. The decreases in net income for the three and six month periods were primarily driven by significantly increased professional fees associated with our renewed efforts of achieving compliance with the Formal Agreement and our undergoing other enhancements to our regulatory compliance framework, in additional to the professional fees related to the government investigations and litigation and increased provision for loan losses due to the impact of COVID-19 and risk-rating downgrades of certain residential, commercial real estate and construction loans, as well as a decrease in gain on sale of portfolio loans due to the absence of portfolio loan sales during the quarter. The decreases in net income were partially offset by an income tax benefit as a result of decreased pre-tax income. Our net interest margin continued its decline to 3.31% for the six months ended June 30, 2020 from 3.85% for the same period in 2019, reflecting the prevailing lower interest rate environment in which we were originating new portfolio loans and the reinvestment of substantial loan payments into lower-yielding interest-earning assets.

~~Subsequent Events~~

On October 14, 2020, Quantum Capital Management entered into an Asset Purchase Agreement to sell substantially all of its assets, which consist primarily of client advisory agreements. The closing of the transaction is subject to customary closing conditions, including third-party consents, and is expected to occur before year-end. In connection with the execution of the Asset Purchase Agreement, Mr. Peter Sinatra, a member of the boards of directors of the Company and of the Bank, as well as the CEO of Quantum Capital Management, notified the Company of his resignation from the Company's and the Bank's boards of directors, effective immediately, and from all other positions with Quantum Capital Management, the Company, the Bank, and each of their subsidiaries and affiliates, effective upon the closing of the transaction.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP and with general practices within the financial services industry. Application of these principles requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under current circumstances. These assumptions form the basis for our judgments about the carrying values of assets and

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liabilities that are not readily available from independent, objective sources. We evaluate our estimates on an ongoing basis. Use of alternative assumptions may have resulted in significantly different estimates. Actual results may differ from these estimates.

During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, there were no significant changes to our accounting policies that we believe are critical to an understanding of our financial condition and results of operations, which critical accounting policies are disclosed in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s ~~Annual Report on~~2020 Form ~~10-K for the year ended December 31, 2019, as filed with the SEC on October 6, 2020.~~10-K.

~~Discussion and Analysis of~~ Financial Condition

The Company’s total assets were ~~$3.74~~$3.69 billion at ~~June 30, 2020~~March 31, 2021 compared to ~~$3.24~~$3.91 billion at December 31, ~~2019.~~2020. Total loans, net of allowance for loan losses, decreased slightly to ~~$2.72~~$2.39 billion ~~at June 30, 2020 as~~ compared to ~~$2.89~~$2.43 billion at December 31, ~~2019.~~2020. The investment securities portfolio ~~increased $105.2~~decreased $45.3 million, or ~~69%~~15%, to ~~$257.7~~$259.7 million at ~~June 30, 2020~~March 31, 2021 from ~~$152.5~~$305.0 million at December 31, ~~2019. Cash and due from banks increased $545.6, or 701%, to $623.4~~2020. Total deposits, including $78.0 million ~~at June 30, 2020 from $77.8 million at December 31, 2019. Deposits increased $396.6~~deposits held for sale, decreased $209.7 million, or ~~16%~~7%, to $2.89 billion at ~~June 30, 2020.~~March 31, 2021. Borrowings, excluding ~~subordinated notes, increased $100.0 million, or 44%, to $329.0~~the Notes, remain unchanged at $318.0 million at ~~June 30, 2020.~~March 31, 2021.

Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio by type of loan at the dates indicated.


	At June 30, 2020				At December 31, 2019				At March 31, 2021				At December 31, 2020
	Amount		%		Amount		%		Amount		%		Amount		%

	(Dollars in thousands)								(Dollars in thousands)
Real estate:
Residential real estate	$	2,280,473	82	%	$	2,476,866	85	%	$	2,008,439	82	%	$	2,033,526	81	%
Commercial real estate		265,068	10	%		240,081	8	%		263,508	11	%		259,958	11	%
Construction		201,084	7	%		178,376	6	%		184,490	7	%		206,581	8	%
Total real estate		2,746,625	99	%		2,895,323	99	%		2,456,437	100	%		2,500,065	100	%
Commercial lines of credit		17,510	1	%		17,903	1	%		5,029	—	%		6,671	—	%
Other consumer		20	—	%		34	—	%		4	—	%		7	—	%
Total loans		2,764,155	100	%		2,913,260	100	%		2,461,470	100	%		2,506,743	100	%
Allowance for loan losses		(46,931)				(21,730)				(71,871)				(72,387)
Loans, net	$	2,717,224			$	2,891,530			$	2,389,599			$	2,434,356

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The following table sets forth our fixed and adjustable-rate loans in our loan portfolio at ~~June 30, 2020:~~March 31, 2021:


	Fixed		Adjustable		Total		Fixed		Adjustable		Total

	(In thousands)						(In thousands)
Real estate:
Residential real estate	$	35,329	$	2,245,144	$	2,280,473	$	26,953	$	1,981,486	$	2,008,439
Commercial real estate		45,472		219,596		265,068		83,360		180,148		263,508
Construction		—		201,084		201,084		—		184,490		184,490
Commercial lines of credit		302		17,208		17,510		157		4,872		5,029
Other consumer		20		—		20		4		—		4
Total	$	81,123	$	2,683,302	$	2,764,155	$	110,474	$	2,350,996	$	2,461,470

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The table set forth below contains the repricing dates of adjustable rate loans included within our loan portfolio as of ~~June 30, 2020:~~March 31, 2021:


	Residential		Commercial				Commercial		Other				Residential		Commercial				Commercial		Other
June 30, 2020	Real Estate		Real Estate		Construction		Lines of Credit		Consumer		Total
March 31, 2021													Real Estate		Real Estate		Construction		Lines of Credit		Consumer		Total

	(In thousands)												(In thousands)
Amounts to adjust in:
6 months or less	$	366,785	$	25,597	$	201,084	$	17,208	$	—	$	610,674	$	472,129	$	20,459	$	184,490	$	4,872	$	—	$	681,950
More than 6 months through 12 months		433,653		23,381		—		—		—		457,034		482,188		11,758		—		—		—		493,946
More than 12 months through 24 months		549,248		24,030		—		—		—		573,278		418,015		47,768		—		—		—		465,783
More than 24 months through 36 months		408,764		46,679		—		—		—		455,443		207,826		25,498		—		—		—		233,324
More than 36 months through 60 months		427,489		99,909		—		—		—		527,398		337,502		74,665		—		—		—		412,167
More than 60 months		59,205		—		—		—		—		59,205		63,826		—		—		—		—		63,826
Fixed to Maturity		35,329		45,472		—		302		20		81,123		26,953		83,360		—		157		4		110,474
Total	$	2,280,473	$	265,068	$	201,084	$	17,510	$	20	$	2,764,155	$	2,008,439	$	263,508	$	184,490	$	5,029	$	4	$	2,461,470

At ~~June 30, 2020, $415.2~~March 31, 2021, $356.4 million, or ~~15.5%~~15.2%, of our adjustable interest rate loans were at their interest rate floor.

~~Nonperforming Assets~~Asset Quality

Nonperforming Assets. Nonperforming assets include nonaccrual loans, loans that are 90 or more days past due or ~~on nonaccrual status, including~~more and still accruing interest, troubled debt restructurings, nonaccrual loans held for sale and other loan collateral acquired through ~~foreclosure~~foreclosures and ~~repossession. Loans 90 days or greater past due may remain on an accrual basis if adequately collateralized and in the process of collection.~~repossessions. At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, we had ~~$48~~$45 thousand and ~~$50~~$46 thousand, respectively, of accruing loans that were past due 90 days ~~consisting primarily of residential real estate loans.~~or more. For nonaccrual loans, interest previously accrued but not collected is reversed and charged against income at the time a loan is placed on nonaccrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Troubled debt restructurings are modified loans in which a borrower ~~demonstrates~~demonstrated financial difficulties and for which a concession has been granted. However, not all troubled debt restructurings are placed on nonaccrual status. At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, we had troubled debt ~~restructuring loans of $5.4~~restructurings totaling $29.4 million and ~~$138 thousand,~~$28.3 million, respectively. Troubled debt restructurings on nonaccrual status at such dates totaled $21.8 million and $20.1 million, respectively, and are included in the nonaccrual ~~status.~~loan categories in the following table. See Note 5—Loans—Troubled Debt Restructurings to our condensed consolidated financial statements for additional information about our troubled debt restructurings.

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The following table sets forth information regarding our nonperforming assets at the dates indicated. ~~The~~In addition to the exclusions and presentation conventions described in the footnotes to the table, ~~does~~the categories of nonperforming assets in the following table do not include COVID-19-related loan forbearances that may be excluded from troubled debt restructurings under the CARES ~~Act loan modifications.~~Act.


	At June 30,			At December 31,			At March 31,			At December 31,
	2020			2019			2021			2020

	(Dollars in thousands)						(Dollars in thousands)
Nonaccrual loans ⁽¹⁾:
Residential real estate	$	37,435		$	14,692		$	27,635		$	20,729
Commercial real estate		3,537			40			19,032			19,965
Construction		12,054			—			34,581			41,873
Commercial lines of credit		1,186			—			2,285			3,857
Other consumer		—			—			—			—
Total nonaccrual loans(2)		54,212			14,732			83,533			86,424
Loans past due 90 days and still accruing		48			50
Troubled debt restructurings ⁽²⁾		23,017			13,570
Other real estate owned								167			167
Loans past due 90 days or more and still accruing interest								45			46
Other troubled debt restructurings⁽³⁾								7,646			8,246
Nonaccrual loans held for sale⁽⁴⁾								18,572			19,375
Total nonperforming assets	$	77,277		$	28,352		$	109,963		$	114,258
Total loans	$	2,764,155		$	2,913,260		$	2,461,470		$	2,506,743
Total assets	$	3,738,503		$	3,244,884		$	3,694,027		$	3,914,045
Total nonaccrual loans to total loans		1.96	%		0.51	%
Total nonaccrual loans to total loans⁽²⁾								3.39	%		3.45	%
Total nonperforming assets to total assets		2.07	%		0.87	%		2.98	%		2.92	%

~~(1)~~

~~Loans are presented before the allowance for loan losses.~~

~~(2)~~

~~Troubled debt restructurings exclude those loans presented above as nonaccrual or past 90 days and still accruing.~~

(1) Loans are classified as held for investment and are presented before the allowance for loan losses.

(2) Total nonaccrual loans exclude nonaccrual loans held for sale but include troubled debt restructurings on nonaccrual status.

(3) Other troubled debt restructurings exclude those loans presented above as nonaccrual or past due 90 days or more and still accruing interest.

(4) Nonaccrual loans held for sale were residential real estate loans as of March 31, 2021.

As of March 31, 2021, nonperforming assets totaled $110.0 million, reflecting a decrease of $4.3 million from $114.3 million as of December 31, 2020. This decrease is attributable primarily to nonaccrual construction loans, which totaled $34.6 million as of March 31, 2021, reflecting a decrease of $7.3 million from $41.9 million as of December 31, 2020. Residential real estate loans comprised 33% of total nonaccrual loans as of March 31, 2021 compared to 24% as of December 31, 2020. Commercial real estate and construction loans collectively comprised 64% of total nonaccrual loans compared to 72% as of December 31, 2020.

The decrease in nonaccrual construction loans is attributable primarily to three construction loans totaling $7.5 million paid in full and three construction loans totaling $4.6 million returning to accrual status upon conversion to commercial real estate bridge loans to allow time for the borrower to sell the project. The decrease was partially offset by the addition of one construction loan of $4.2 million to nonaccrual status.

The total amount of additional interest income on nonaccrual loans that would have been recognized for the quarter ended March 31, 2021 if interest on all such loans had been recorded based upon original contract terms was approximately $1.2 million. The total amount of interest income received during the quarter ended March 31, 2021 on nonaccrual loans was $0.9 million.

COVID-19-Related Forbearances. Under the CARES Act, COVID-19-related loan forbearances may be excluded from treatment as a troubled debt restructuring if such forbearance meets certain criteria. Further, in response to the COVID-19 pandemic, we have offered forbearance under the CARES Act to customers facing COVID-19-related financial difficulties. While the principal balance of loans modified due to the economic effects of the COVID-19 pandemic and still in forbearance declined from peak levels in 2020, we continue to work together with our borrowers as circumstances may permit. Residential real estate forbearances increased $9.6 million from $10.7 million at December 31, 2020 to $20.3 million at March 31, 2021. This increase was primarily attributable to eleven loans totaling $8.4 million, whose initial forbearance period expired by December 31, 2020, but whose borrowers subsequently requested and were granted an extension of forbearance in the first quarter of 2021, and the repurchase of previously sold loans totaling $1.7 million that were under forbearance. Two commercial real estate loans totaling $13.2 million and one construction loan of $7.4 million entered forbearance during the first quarter of 2021 and one commercial real estate loan of $4.2 million exited

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forbearance. Total loans in forbearance as of March 31, 2021 were $41.9 million, or 1.70%, of total loans held for investment. The following table sets forth such loans in forbearance at the dates indicated.


	March 31,			December 31,
Forbearance Composition	2021			2020
Residential real estate	$	20,298		$	10,729
Commercial real estate		14,129			5,056
Construction		7,428			—
Total loans in forbearance	$	41,855		$	15,785
Loans in forbearance to total loans held for investment		1.70	%		0.63	%

Delinquent Loans.The following tables set forth our loan delinquencies, including nonaccrual loans but excluding loan forbearances related to the COVID-19 pandemic, by type and amount at the dates indicated.


	June 30, 2020						December 31, 2019						March 31, 2021						December 31, 2020
	30 – 59		60 - 89		90 Days		30 - 59		60 - 89		90 Days		30 - 59		60 - 89		90 Days		30 - 59		60 - 89		90 Days
	Days		Days		or More		Days		Days		or More		Days		Days		or More		Days		Days		or More
	Past Due		Past Due		Past Due		Past Due		Past Due		Past Due		Past Due		Past Due		Past Due		Past Due		Past Due		Past Due

	(In thousands)												(In thousands)
Residential real estate	$	49,203	$	11,891	$	37,483	$	36,209	$	5,407	$	14,742	$	28,749	$	12,780	$	27,680	$	38,181	$	14,658	$	20,775
Commercial real estate		9,451		9,561		3,537		5,605		—		40		6,689		384		19,032		4,845		—		19,965
Construction		—		10,579		12,054		15,008		—		—		11,771		—		34,581		8,593		2,514		41,873
Commercial lines of credit		—		—		1,186		1,249		—		—		715		—		2,285		—		—		3,857
Other consumer		—		—		—		—		—		—		—		—		—		—		—		—
Total delinquent loans	$	58,654	$	32,031	$	54,260	$	58,071	$	5,407	$	14,782	$	47,924	$	13,164	$	83,578	$	51,619	$	17,172	$	86,470

~~Delinquent~~Total loans ~~increased~~90 days or more past due, including nonaccrual loans but excluding loan forbearances related to ~~$144.9~~the COVID-19 pandemic, decreased $2.9 million, or 5%3%, from $86.5 million at December 31, 2020 to $83.6 million at March 31, 2021. This decrease was primarily attributable to our construction loan portfolio.

Classified Loans. We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The four risk categories utilized are Pass, Special Mention, Substandard and Doubtful. Loans in the Pass category are considered to be of satisfactory quality, while the remaining three categories indicate varying levels of credit risk. See Note 5—Loans—Credit Quality to our consolidated financial statements for additional information about our risk categories.

Loans classified as Substandard, Doubtful and Special Mention were as follows:


	March 31,			December 31,
	2021		2020

	(Dollars in thousands)
Special Mention	$	58,118	$	59,668
Substandard		146,297		131,469
Doubtful		7,519		7,014
Total	$	211,934	$	198,151

Total Special Mention, Substandard and Doubtful loans were $211.9 million, or 8.61% of total loans, at ~~June 30, 2020~~March 31, 2021, compared to ~~$78.3~~$198.2 million, or 3%7.90% of total loans, at December 31, ~~2019.~~2020. The $14.8 million increase isin Substandard loans was mainly attributable to ~~$42.2 million increase in~~the downgrade of 16 residential real estate loans totaling $12.2 million that became over 90 days past due, one commercial real estate loans of $6.0 million and one construction loan of $4.4 million. These downgrades were offset, in part, by the upgrade of ten residential real estate loans totaling $4.9 million that became current on their scheduled payments and $3.5 million of loans paid in full.

Impaired Loans. A loan is considered impaired when, based on current information and events, it is probable that Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. If a loan is impaired, a portion of ~~which~~the

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allowance for loan losses is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan's existing rate or at the fair value of collateral if repayment is expected solely from the collateral or operations of collateral. See Note 5—Loans to our condensed consolidated financial statements for tables presenting additional data regarding the allowance for loan losses and impaired loans.

At March 31, 2021 and December 31, 2020, we had ~~inquired about a COVID-related forbearance but did not follow up~~23 and 31 impaired loans with recorded investments of $63.6 million and $74.0 million, respectively. Total impaired loans decreased $10.4 million, or 14%, primarily attributable to $11.1 million impaired loans paid in ~~order~~full and $2.7 million impaired loans returning to ~~execute the forbearance. Commercial real estate loans increased $16.9~~accrual status. This decrease was partially offset by one construction loan of $4.2 million ~~primarily due~~being added to ~~$15.3 million increase in delinquent hotel/single-room occupancy properties. Construction loans increased $7.6 million due to matured loans.~~impaired status.

Allowance for Loan Losses

The allowance for loan losses is maintained at levels considered adequate by management to provide for probable loan losses inherent in the loan portfolio as of the condensed consolidated balance sheet reporting dates. The allowance for loan losses is based on management’s assessment of various factors affecting the loan portfolio, including portfolio composition, delinquent and nonaccrual loans, national and local business conditions, loss experience and an overall evaluation of the quality of the underlying collateral.

~~Table~~ In addition, certain qualitative components within our allowance for loan losses methodology have taken on increased significance as a result of ~~Contents~~the economic impact of the COVID-19 pandemic. These qualitative components include increased unemployment, commercial property vacancy rates, uncertainty in property values and deterioration in the overall macro-economic environment.

The following table sets forth activity in the allowance for loan losses for the periods indicated.


													Three Months Ended
	Three Months Ended June 30,						Six Months Ended June 30,						March 31,
	2020			2019			2020			2019			2021			2020

	(Dollars in thousands)												(Dollars in thousands)
Allowance for loan losses at beginning of period	$	42,613		$	20,698		$	21,730		$	21,850		$	72,387		$	21,730
Charge offs:
Residential real estate		—			—			—			—			—			—
Commercial real estate		—			—			—			—			—			—
Construction		—			—			—			—			—			—
Commercial lines of credit		—			—			—			(176)			—			—
Other consumer		—			—			—			—			—			—
Total charge offs		—			—			—			(176)			—			—
Recoveries:
Residential real estate		2			8			12			13			204			10
Commercial real estate		17			31			36			62			16			19
Construction		2			1			3			3			1			1
Commercial lines of credit		—			—			—			—			—			—
Other consumer		—			—			—			—			—			—
Total recoveries		21			40			51			78			221			30
Net (charge offs) recoveries		21			40			51			(98)
Net recoveries														221			30
Provision (recovery) for loan losses		4,297			180			25,150			(834)			(737)			20,853
Allowance for loan losses at end of period	$	46,931		$	20,918		$	46,931		$	20,918		$	71,871		$	42,613
Nonperforming loans and troubled debt restructurings at end of period	$	77,277		$	12,168		$	77,277		$	12,168		$	91,224		$	40,790
Total loans outstanding at end of period	$	2,764,155		$	2,945,731		$	2,764,155		$	2,945,731
Average loans outstanding during period	$	2,827,133		$	2,994,142		$	2,848,923		$	2,968,345
Allowance for loan losses to nonperforming loans and troubled debt restructurings		61	%		172	%		61	%		172	%
Total loans at end of period													$	2,461,470		$	2,842,258
Average loans during period													$	2,467,037		$	2,870,715
Allowance for loan losses to nonperforming loans and troubled debt restructurings at end of period														79	%		105	%
Allowance for loan losses to total loans at end of period		1.70	%		0.71	%		1.70	%		0.71	%		2.92	%		1.50	%
Net charge offs (recoveries) to average loans outstanding during the period		0.00	%		0.00	%		0.00	%		0.00	%
Net recoveries to average loans outstanding during the period														(0.01)	%		—	%

June 30,

December 31,

2020

2019

(Dollars in thousands)
Special Mention

$
38,662

$
44,247
Substandard

151,440

46,875
Doubtful

362

455
Total

$
190,464

$
91,577

Total special mention, substandard and doubtful loans were $190.5 million, or 6.89% of total loans, at June 30, 2020, compared to $91.6 million, or 3.14% of total loans, at December 31, 2019. The increase in substandard loans was primarily attributable to 17 commercial real estate loans totaling $65.0 million, seven construction loans totaling $21.2 million and one commercial lines of credit of $1.2 million being downgraded, and 42 residential loans totaling $27.5 million becoming 90 days or more past due, partially offset by $5.8 million of loans paid in full. Commercial real estate loans and construction loans secured by multi-family or hotel/single-room occupancy hotel properties accounted for $63.3 million of the increase of substandard loans as these industries were highly impacted by COVID-19.

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At June 30, 2020, our impaired loans increased to $39.9 million from $19.8 million at December 31, 2019 primarily due to four construction loans totaling $15.1 million, one commercial real estate loan of $3.5 million, and two commercial lines of credit totaling $1.2 million being added to impaired status. Currently, the Bank estimates no additional allowance for loan losses related to these newly added impaired loans is required due to collateral coverage.

~~Allocation of Allowance for Loan Losses.~~ The following tables set forth the allowance for loan losses allocated by loan ~~category.~~category at the dates indicated. The allowance for loan 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 for loan losses to absorb losses in other categories.


	At June 30, 2020				At December 31, 2019				At March 31, 2021				At December 31, 2020
			Percent of				Percent of				Percent of				Percent of
			Loans in				Loans in				Loans in				Loans in
	Allowance		Each		Allowance		Each		Allowance		Each		Allowance		Each
	for Loan		Category to		for Loan		Category to		for Loan		Category to		for Loan		Category to
	Losses		Total Loans		Losses		Total Loans		Losses		Total Loans		Losses		Total Loans

	(Dollars in thousands)								(Dollars in thousands)
Residential real estate	$	18,812	82	%	$	12,336	85	%	$	33,056	82	%	$	32,366	81	%
Commercial real estate		15,770	10	%		5,243	8	%		22,763	11	%		21,942	10	%
Construction		11,998	7	%		3,822	6	%		15,966	7	%		17,988	8	%
Commercial lines of credit		350	1	%		328	1	%		86	—	%		91	1	%
Other consumer		1	—	%		1	—	%		—	—	%		—	—	%
Unallocated		—	N/A			—	N/A			—	N/A			—	N/A
Total	$	46,931	100	%	$	21,730	100	%	$	71,871	100	%	$	72,387	100	%

The allowance for loan losses as a percentage of loans was ~~1.70%~~2.92% and ~~0.75%~~2.89% as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively. ~~The~~Our total allowance for loan losses ~~increased~~decreased by $0.5 million, or 0.71%, to ~~$46.9~~$71.9 million during the three months ended March 31, 2021, from ~~$21.7~~$72.4 million ~~as of~~at December 31, ~~2019 as we recorded a $25.2~~2020. The $0.5 million ~~provision~~decrease to our allowance for loan losses ~~which~~was primarily ~~reflected~~attributable to a $1.8 million reduction in required allowance for loan losses due to a decrease in the ~~estimated impact from~~aggregate balance of Pass rated loans as a result of loan portfolio runoff, despite the ~~COVID-19 outbreak as well as~~repurchase of residential real estate loans and new originations during the ~~$98.9~~quarter. Partially offsetting the decrease in our allowance for loan losses was a $1.3 million increase in ~~special mention, substandard~~required allowance for loan loss reflecting a $13.8 million net increase in Special Mention, Substandard and ~~doubtful loans.~~Doubtful loans during the quarter.

Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and our results of operations could be adversely affected if circumstances differ substantially from the assumptions used in ~~making~~determining the ~~determinations.~~allowance for loan losses. Furthermore, while we believe we have established our allowance for loan losses in conformity with ~~generally accepted accounting principles in the United States of America,~~U.S. GAAP, there can be no assurance that regulators, in reviewing our loan portfolio, will not require us to increase our allowance for loan losses. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that increases will not be necessary should the quality of any loans deteriorate. Any material increase in the allowance for loan losses may adversely affect our financial condition and results of operations.

Investment Securities Portfolio

The following table sets forth the amortized cost and estimated fair value of our ~~available for sale~~available-for-sale debt securities portfolio at the dates indicated.


	At March 31,				At December 31,
	2021				2020
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value

	(In thousands)
U.S. Treasury & Agency securities	$	118,624	$	118,786	$	138,742	$	138,997
Mortgage-backed securities		31,462		31,114		33,743		33,814
Collateralized mortgage obligations		103,658		104,319		126,359		126,596
Collateralized debt obligations		213		193		214		187
Total	$	253,957	$	254,412	$	299,058	$	299,594

We ~~have increased~~decreased the size of our available-for-sale debt securities portfolio ~~in order~~(on an amortized-cost basis) $45.1 million, or 15.1%, from December 31, 2020 to ~~maintain our on-hand liquidity target levels.~~

At June 30,

At December 31,

2020

2019

Amortized

Fair

Amortized

Fair

Cost

Value

Cost

Value

(In thousands)
U.S. Treasury & Agency securities

$
89,984

$
90,593

$
122,634

$
122,803
Mortgage-backed securities

29,330

29,547

23,028

23,104
Collateralized mortgage obligations

131,973

132,028

1,138

1,183
Collateralized debt obligations

215

184

216

199
Total

$
251,502

$
252,352

$
147,016

$
147,289

$254.0 million at March 31, 2021, reflecting the maturity of a $20.0 million Treasury note and the paydown of the mortgage-backed securities and collateralized mortgage obligations portfolio.

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At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, we had no investments in a single company or entity, other than the U.S. government and government agency securities, with an aggregate book value in excess of 10% of our total shareholders’ equity.

We review the debt securities portfolio on a quarterly basis to determine the cause, magnitude and duration of declines in the fair value of each security. In estimating other-than-temporary impairment, we consider many factors including: (1) the length of time and extent that fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions and (4) whether we have the intent to sell the security or more likely than not will be required to sell the security before its anticipated recovery. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized through income as ~~impairment through income.~~impairment. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: (1) other-than-temporary impairment related to credit loss, which must be recognized in the condensed consolidated statements of ~~income~~operations and (2) other-than-temporary impairment related to other factors, which is recognized in other comprehensive income (loss). The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. The assessment of whether any ~~other than temporary~~other-than-temporary decline exists may involve a high degree of subjectivity and judgment and is based on the information available to management at a point in time. We evaluate debt securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market conditions warrant such an evaluation.

At ~~June 30, 2020,~~March 31, 2021, gross unrealized losses on debt securities totaled ~~$492~~$506 thousand. We do not consider the debt securities to be other-than-temporarily impaired at ~~June 30, 2020,~~March 31, 2021, since (i) the decline in fair value of the debt securities is attributable to changes in interest rates and illiquidity, not credit quality, (ii) we do not have the intent to sell the debt securities and (iii) it is likely that we will not be required to sell the debt securities before their anticipated recovery.

~~The Company’s~~Our equity securities consist of an investment in a qualified community reinvestment act investment fund, which is a publicly-traded mutual fund and an investment in the common equity of Pacific Coast Banker’s Bank, a thinly traded, restricted stock. ~~At June 30, 2020~~Equity securities totaled $5.3 million and $5.4 million at March 31, 2021 and December 31, ~~2019, equity securities totaled $5.4 million and $5.3 million,~~2020, respectively.

Deposits

Deposits are the primary source of funding for the Company. We regularly review the need to adjust our deposit offering rates on various deposit products in order to maintain a stable liquidity profile and a competitive cost of funds.

Total deposits were $2.89 billion at ~~June 30, 2020,~~March 31, 2021, a decrease of $ 209.7 million, or 7%, compared to ~~$2.50~~$3.10 billion at December 31, ~~2019.~~2020, reflecting our decision to begin to reduce our significant liquidity position through planned deposit runoff. The ~~increase~~decrease was primarily attributable to a ~~$358.8~~$164.4 million ~~increase~~decrease in ~~our retail~~ time deposits, and a ~~$67.8 million increase in our brokered deposits, partially offset by a $25.0~~$48.6 million decrease in ~~our~~ money market, savings and NOW accounts, partially offset by a $3.3 million increase in noninterest bearing demand deposits. Brokered deposits totaled $35.0 million at March 31, 2021, compared to $42.8 million at December 31, 2020. We continue to focus on core deposits, which we define as all deposits except for time deposits greater than $250 thousand and brokered deposits. Core deposits totaled $2.49 billion at March 31, 2021, or 85% of total deposits at that date, compared to $2.62 billion, or 85% of total deposits at December 31, 2020.

On March 19, 2021, the Bank entered into an agreement to sell the Bank’s Bellevue, Washington branch office, subject to receipt of applicable regulatory approvals and other customary closing conditions. The sale includes the transfer of all deposit accounts located at the branch, with a ~~$4.8~~total balance of $78.0 million ~~decrease in noninterest-bearing~~at March 31, 2021. The actual amount of deposits to be transferred will be based on their balances as of the transaction closing date. As of March 31, 2021, the deposits to be transferred consists of $52.7 million money market, savings and NOW accounts, $24.8 million time deposits and $455 thousand noninterest bearing demand deposits. ~~The additional brokered deposits were obtained during the six months ended June 30, 2020 to build liquidity at favorable rates.~~

Borrowings

At June 30, 2020, we had the ability to borrow a total of $799.0 million from the FHLB, which includes an available line of credit of $50.0 million. We also had available unsecured credit lines with additional banks totaling $100.0 million. At June 30, 2020, outstanding FHLB borrowings totaled $329.0 million, and there were no amounts outstanding on lines of credit held by other banks. In addition, at June 30, 2020, we had $65.0 million in principal amount of subordinated notes outstanding that are due April 15, 2026 but may be redeemed by us, in whole or in part, on or after April 14, 2021. Subsequent to June 30, 2020, we reduced the loans pledged as collateral on FHLB borrowings, thereby reducing our ability to borrow from the FHLB to $459.0 million. This reduction in collateral reflects the results of the Internal Review.

In addition to deposits, we use short-term borrowings, such as FHLB advances and aan FHLB overdraft credit line, as ~~a source~~sources of funds to meet the daily liquidity needs of our ~~customers and fund growth in earning assets.~~customers. Our short-term FHLB advances consist primarily of advances of funds for one- or two-week periods.

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At March 31, 2021 and December 31, 2020, outstanding FHLB ~~advances consist primarily of advances of funds for one or two week periods. There~~borrowings totaled $318.0 million, and there were no amounts outstanding on lines of credit with other banks. In addition, $65.0 million in principal amount of our Notes remained outstanding as of March 31, 2021 and December 31, 2020.

At March 31, 2021, we had the ability to borrow an additional $86.2 million from the FHLB, which included an available line of credit ~~or short-term FHLB advances outstanding at the end~~ of ~~the period.~~$50.0 million and a letter of credit of $7.5 million. We also had available credit lines with other banks totaling $80.0 million.

Shareholders’ Equity

Total shareholders’ equity was ~~$331.4~~$321.9 million at ~~June 30, 2020, a decrease~~March 31, 2021, an increase of ~~$1.2~~$2.3 million, or 1%, from December 31, ~~2019.~~2020. The ~~decrease~~increase was primarily a result of net loss of $1.2 million for the six months ended June 30, 2020. During the six months ended June 30, 2020, we repurchased 10,912 shares of our common stock at a total cost of $82 thousand pursuant to a share repurchase program authorized by the board of directorsan increase in ~~late 2018.~~retained earnings.

Results of Operations for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

~~General~~General.

Net income was ~~$2.9~~$2.3 million for the three months ended ~~June 30, 2020,~~March 31, 2021, an increase of $6.4 million compared to ~~$13.4~~net loss of $(4.0) million for the three months ended March 31, 2020. The increase in net income (loss) was primarily attributable to a $0.7 million recovery of loan losses compared to a $20.9 million provision for loan losses for the three months ended March 31, 2020. The increase in net income (loss) was partially offset by a $5.4 million increase in professional fees, and a $5.4 million decrease in net interest income, as our asset mix changed and the net interest margin decreased to 2.45% for the three months ended March 31, 2021 from 3.57% for the same period in ~~2019, a decrease of $10.6 million. The decrease in net income~~2020. Return on average assets was 0.24% and (0.49)% for the three months ended ~~June 30,~~March 31, 2021 and 2020, respectively. Return on average shareholders' equity was ~~primarily attributable to an increase in non-interest expense, an increase in provision for loan losses, a decrease in net interest income,~~2.87% and ~~a decrease in gain on sale of portfolio loans, which were partly offset by lower income tax expense. The increase in non-interest expense was due primarily to an increase in professional fees.~~

~~We incurred a net loss of $1.2 million~~(4.73)% for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~compared to a net income of $29.1 million~~respectively. The dividend payout ratio was 0.0% and (12.36)% for the ~~same period in 2019, a decrease of $30.3 million. The decrease in net income~~three months ended March 31, 2021 and 2020, respectively. Total average shareholders' equity to total average assets was 8.42% and 10.35% for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, was primarily attributable to an increase in provision for loan losses, an increase in non-interest expense, a decrease in net interest income, and a decrease in gain on sale of portfolio loans. The increase in non-interest expense was due primarily to an increase in professional fees. The decrease in net income was partially offset by an income tax benefit as a result of the decrease in pre-tax income.respectively.

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Average Balance Sheet and Related Yields and ~~Rates~~Rates.

The following tables present average balance sheet information, interest income, interest expense and the corresponding average yields earned and rates paid for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020. The average balances are daily averages and, for loans, include both performing and nonperforming balances. Interest income on loans includes the effects of discount accretion and net deferred loan origination costs accounted for as yield adjustments.


	As of and for the												As of and for the												As of and for the
	Three Months Ended												Six Months Ended												Three Months Ended
	June 30, 2020					June 30, 2019							June 30, 2020						June 30, 2019						March 31, 2021						March 31, 2020
					Average						Average						Average						Average						Average						Average
	Average				Yield/		Average				Yield/		Average				Yield/		Average				Yield/		Average				Yield/		Average				Yield/
	Balance		Interest		Rate		Balance		Interest		Rate		Balance		Interest		Rate		Balance		Interest		Rate		Balance		Interest		Rate		Balance		Interest		Rate

	(Dollars in thousands)												(Dollars in thousands)												(Dollars in thousands)
Interest-earning assets
Loans⁽¹⁾	$	2,827,131	$	37,501	5.31	%	$	2,994,142	$	43,301	5.78	%	$	2,848,923		77,026	5.41	%	$	2,968,345	$	85,023	5.73	%
Residential real estate and other consumer																									$	2,006,112	$	24,596	4.90	%	$	2,402,975	$	32,012	5.33	%
Commercial real estate																										256,610		3,183	4.96	%		261,093		3,545	5.43	%
Construction																										198,628		3,412	6.87	%		188,566		3,660	7.76	%
Commercial lines of credit																										5,687		103	7.24	%		18,081		308	6.81	%
Total loans																										2,467,037		31,294	5.07	%		2,870,715		39,525	5.51	%
Securities, includes restricted stock⁽²⁾		226,497		1,037	1.83	%		174,823		1,272	2.91	%		200,649		2,071	2.06	%		172,483		2,499	2.90	%		312,969		390	0.50	%		174,802		1,034	2.37	%
Other interest-earning assets		459,222		141	0.12	%		28,794		216	3.00	%		313,128		575	0.37	%		30,037		452	3.01	%		1,017,642		263	0.10	%		167,035		434	1.04	%
Total interest-earning assets		3,512,850		38,679	4.41	%		3,197,759		44,789	5.60	%		3,362,700		79,672	4.74	%		3,170,865		87,974	5.55	%		3,797,648		31,947	3.36	%		3,212,552		40,993	5.10	%
Noninterest-earning assets
Cash and due from banks		13,842						10,594						11,673						10,826						7,806						9,505
Other assets		58,008						73,614						66,239						73,373						42,969						74,467
Total assets	$	3,584,700					$	3,281,967					$	3,440,612					$	3,255,064					$	3,848,423					$	3,296,524
Interest-bearing liabilities
Money Market, Savings and NOW	$	1,215,610	$	2,258	0.75	%	$	1,356,200	$	4,961	1.47	%	$	1,236,443		5,565	0.91	%	$	1,414,839	$	10,339	1.47	%	$	1,382,390	$	935	0.27	%	$	1,257,276	$	3,307	1.06	%
Time deposits		1,463,806		7,318	2.01	%		1,044,388		6,563	2.52	%		1,318,750		14,375	2.20	%		984,027		11,841	2.43	%		1,592,064		5,767	1.47	%		1,173,693		7,057	2.41	%
Total interest-bearing deposits		2,679,416		9,576	1.43	%		2,400,588		11,524	1.93	%		2,555,193		19,940	1.57	%		2,398,866		22,180	1.86	%		2,974,454		6,702	0.91	%		2,430,969		10,364	1.71	%
FHLB borrowings		329,002		877	1.05	%		323,583		1,375	1.68	%		298,235		1,687	1.13	%		296,227		2,430	1.63	%		318,013		838	1.05	%		267,468		810	1.20	%
Subordinated notes, net		65,235		1,178	7.22	%		65,079		1,175	7.22	%		65,214		2,355	7.22	%		65,061		2,349	7.22	%		65,358		1,180	7.22	%		65,194		1,177	7.22	%
Total borrowings		394,237		2,055	2.06	%		388,662		2,550	2.60	%		363,449		4,042	2.21	%		361,288		4,779	2.63	%		383,371		2,018	2.11	%		332,662		1,987	2.36	%
Total interest-bearing liabilities		3,073,653		11,631	1.52	%		2,789,250		14,074	2.02	%		2,918,642		23,982	1.66	%		2,760,154		26,959	1.97	%		3,357,825		8,720	1.05	%		2,763,631		12,351	1.79	%
Noninterest-bearing liabilities
Demand deposits		69,962						71,277						72,918						72,414						59,424						75,875
Other liabilities		106,564						75,634						111,192						79,467						107,167						115,820
Shareholders’ equity		334,521						345,806						337,860						343,029						324,007						341,198
Total liabilities and shareholders’ equity	$	3,584,700					$	3,281,967					$	3,440,612					$	3,255,064					$	3,848,423					$	3,296,524
Net interest income and spread			$	27,048	2.89	%			$	30,715	3.58	%			$	55,690	3.08	%			$	61,015	3.58	%			$	23,227	2.31	%			$	28,642	3.31	%
Net interest margin					3.08	%					3.84	%					3.31	%					3.85	%					2.45	%					3.57	%

~~(1)~~

~~Nonaccrual loans are included in the respective average loan balances. Income, if any, on such loans is recognized on a cash basis.~~

~~(2)~~

~~Interest income does not include taxable equivalent adjustments.~~

(1) Nonaccrual loans are included in the respective average loan balances. Income, if any, on such loans is recognized on a cash basis.

(2) Interest income does not include taxable equivalent adjustments.

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The following table presents the dollar amount of changes in interest income and interest expense for major components of interest earning assets and interest-bearing liabilities for the periods indicated. The table distinguishes between: (1) changes attributable to volume (changes in volume multiplied by the prior period’s rate), (2) changes attributable to rate (change in rate multiplied by the prior year’s volume) and (3) total increase (decrease) (the sum of the previous columns). Changes attributable to both volume and rate are allocated ratably between the volume and rate categories.


	Three Months Ended						Six Months Ended						Three Months Ended
	June 30, 2020 vs. 2019						June 30, 2020 vs. 2019						March 31, 2021 vs. 2020
	Increase (Decrease)				Total		Increase (Decrease)				Total		Increase (Decrease)				Net
	due to				Increase		due to				Increase		due to				Increase
	Volume		Rate				Volume		Rate				Volume		Rate		(Decrease)

	(Dollars in thousands)												(In thousands)
Change in interest income:
Loans	$	(2,335)	$	(3,465)	$	(5,800)	$	(3,340)	$	(4,657)	$	(7,997)
Residential real estate and other consumer													$	(5,003)	$	(2,413)	$	(7,416)
Commercial real estate														(60)		(302)		(362)
Construction														173		(421)		(248)
Commercial lines of credit														(211)		6		(205)
Total loans														(5,101)		(3,130)		(8,231)
Securities, includes restricted stock		237		(472)		(235)		562		(990)		(428)		172		(816)		(644)
Other interest-earning assets		132		(207)		(75)		136		(13)		123		220		(391)		(171)
Total change in interest income		(1,966)		(4,144)		(6,110)		(2,642)		(5,660)		(8,302)		(4,709)		(4,337)		(9,046)
Change in interest expense:
Money Markets, Savings and NOW		(470)		(2,233)		(2,703)		(1,180)		(3,594)		(4,774)
Money Market, Savings and NOW														86		(2,458)		(2,372)
Time deposits		2,097		(1,342)		755		3,504		(970)		2,534		1,612		(2,902)		(1,290)
Total interest-bearing deposits		1,627		(3,575)		(1,948)		2,324		(4,564)		(2,240)		1,698		(5,360)		(3,662)
FHLB borrowings		14		(512)		(498)		17		(760)		(743)		101		(73)		28
Subordinated notes, net		3		—		3		6		—		6		3		—		3
Total change in interest expense		1,644		(4,087)		(2,443)		2,347		(5,324)		(2,977)		1,802		(5,433)		(3,631)
Change in net interest income	$	(3,610)	$	(57)	$	(3,667)	$	(4,989)	$	(336)	$	(5,325)	$	(6,511)	$	1,096	$	(5,415)

Net Interest ~~Income~~Income.

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends primarily upon the volume of interest-earning assets and interest-bearing liabilities and the corresponding interest rates earned or paid. Our net interest income is significantly impacted by changes in interest rates and market yield curves and their related impact on cash flows.

Net interest income was ~~$27.0~~$23.2 million for the three months ended ~~June 30, 2020,~~March 31, 2021, a decrease of ~~$3.7~~$5.4 million, or ~~12%~~19%, from $28.6 million for the same period in 2020.

Interest income was $31.9 million for the three months ended March 31, 2021, a decrease of $9.0 million, or 22%, from the same period in ~~2019.~~

~~Interest~~2020. The decrease in interest income was ~~$38.7~~primarily due to a change in asset mix, as the size of our loan portfolio decreased with excess cash flows from loan repayments and deposits invested in short-term, low yielding liquid assets. Our average yield on interest-earning assets decreased 174 basis points to 3.36% for the three months ended March 31, 2021, reflecting the change in asset mix.

The average balance of our securities and other interest-earning assets, which generally are lower-yielding and more liquid than our loans, was $1.33 billion for the three months ended March 31, 2021 compared to $341.8 million for the three months ended ~~June 30, 2020, a decrease of $6.1~~ million, or 14%, from the same period in 2019. The decrease was due primarily to the significant increase in lower-yielding liquid assets as a result of the permanent discontinuation of the Advantage Loan Program and the resultant reduction in loan originations. The average balance of our interest-earning liquid assets was $459.2 million for the three months ended June 30, 2020 as compared to $28.8 million for the three months ended June 30, 2019.March 31, 2020. These assets had an average yield of ~~0.12%~~0.20% for the three months ended June 30, 2020. In addition, the decline in interest income also reflects a decline of 119 basis points in the average yield on our interest-earning assets to 4.41% during the three months ended June 30, 2020, reflecting a general decline in market interest rates as well as the impact of the growth in our low-yielding liquid assets.March 31, 2021.

Our average balance of loans decreased ~~$167.0~~$403.7 million, or 6%14%, to ~~$2.83~~$2.47 billion for the three months ended ~~June 30, 2020~~March 31, 2021, as ~~repayments~~net principal payments exceeded new loan production. Our average yield on loans decreased 4744 basis points to ~~5.31%.~~5.07% for the three months ended March 31, 2021. The yield on our loan portfolio decreased primarily due to our ~~variable rate~~variable-rate loans resetting at lower interest rates ~~under~~in the lower interest rate ~~environment.~~environment and new loans originating at lower interest rates than the loans that paid off.

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~~The impact of the decline in interest income was partially offset by the decline in interest expense.~~ Interest expense was ~~$11.6~~$8.7 million for the three months ended ~~June 30, 2020,~~March 31, 2021, a decrease of ~~$2.4~~$3.6 million, or ~~17%~~29%, from the same period in ~~2019.~~2020. The decrease was primarily due ~~primarily~~ to rate ~~decrease,~~decreases reflecting the impact of the lower interest rate environment, ~~in 2020. Our~~as our average rate paid on interest-bearing liabilities decreased 5074 basis points to ~~1.52%,~~1.05% for the three months ended March 31, 2021. The decrease in average rate was partially offset by an increase in the average balance of interest-bearing ~~liabilities.~~liabilities of $594.2 million, or 22%, for the three months ended March 31, 2021 that was primarily attributable to an increase in average interest-bearing deposits as we pursued our strategy of increasing our liquidity.

Our average balance of interest-bearing deposits increased ~~$278.8~~$543.5 million, or ~~12%~~22%, to ~~$2.68~~$2.97 billion for the three months ended ~~June 30, 2020.~~March 31, 2021. Our average rate paid on interest-bearing deposits decreased 5080 basis points to ~~1.43%.~~0.91% for the three months ended March 31, 2021. The rates on interest-bearing deposits were ~~adjusted~~lower than in the prior year in response to changes in market rates paid by our competitors. We continue to experience shifting of deposits from lower-yielding money market, savings and NOW accounts to higher-yielding time deposits, partially offsetting the lower market rates.

~~Net interest income was $55.7 million for the six months ended June 30, 2020, a decrease of $5.3 million, or 9%, from the same period in 2019.~~

Interest income was $79.7 million for the six months ended June 30, 2020, a decrease of $8.3 million, or 9%, from the same period in 2019. The decrease was due primarily to yield decrease. Our average yield on interest-earning assets decreased 81 basis points to 4.74% during the six months ended June 30, 2020.

Our average balance of loans decreased $119.4 million, or 4%, to $2.85 billion for the six months ended June 30, 2020 as repayments exceeded new loan production. Our average yield on loans decreased 32 basis points to 5.41%. The yield on our loan portfolio decreased primarily due to our variable rate loans resetting at lower rates under the lower rate environment and new loans originated at lower rates than the loans that paid off.

Interest expense was $24.0 million for the six months ended June 30, 2020, a decrease of $3.0 million, or 11%, from the same period in 2019. The decrease was due primarily to rate decrease. Our average rate paid on interest-bearing liabilities decreased 31 basis points to 1.66%, partially offset by an increase in the average balance of interest-bearing liabilities.

Our average balance of interest-bearing deposits increased $156.3 million, or 7%, to $2.56 billion for the six months ended June 30, 2020. Our average rate paid on interest-bearing deposits decreased 29 basis points to 1.57%. The rates on interest-bearing deposits were adjusted in response to changes in market rates paid by our competitors. We continued to experience shifting of deposits from lower-yielding money market, savings and NOW accounts to higher-yielding time deposits.

Net Interest Margin and Interest Rate ~~Spread~~Spread.

Net interest margin was ~~3.08%~~2.45% for the three months ended ~~June 30, 2020,~~March 31, 2021, down 76112 basis points from 3.57% for the same period in ~~2019.~~2020. The interest rate spread was ~~2.89%~~2.31% for the three months ended ~~June 30, 2020,~~March 31, 2021, down 69100 basis points from 3.31% for the same period in ~~2019.~~2020. Our net interest margin and interest rate spread were negatively impacted during the three months ended ~~June 30, 2020~~March 31, 2021 by ~~the accumulation of liquidity~~a substantial increase in highly liquid, lower yielding interest-earning assets on our balance sheet, as part of our strategy to increase liquidity in order to reduce our risk profile, which resulted in an increase in the relative proportion of our lower-yielding interest-earning assets ~~(primarily excess~~consisting primarily of deposits held in an interest-bearing account at the Federal ~~Reserve) as part of our strategy to increase liquidity in order to reduce our risk profile.~~Reserve. The declines in net interest margin and interest rate spread were also due to lower yields in our loan portfolios, partially offset by lower rates paid on our interest-bearing deposits, which was a reflection of the low interest rate environment experienced during 2020, which continued in ~~2020.~~the first quarter of 2021. A discussion of the effects of changing interest rates on net interest income is set forth in “Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this report.

~~Net interest margin was 3.31%~~Provision (Recovery) for Loan Losses. We recorded a recovery for loan losses of $0.7 million during the ~~six~~three months ended June 30, 2020, down 54 basis points from the same period in 2019. The interest rate spread was 3.08% for the six months ended June 30, 2020, down 50 basis points from the same period in 2019. Our net interest margin and interest rate spread were negatively impacted during the six months ended June 30, 2020 by the accumulation of liquidity on our balance sheet which resulted in an increase in the relative proportion of our lower-yielding interest-earning assets (primarily excess deposits held in an interest-bearing account at the Federal Reserve) as part of our strategyMarch 31, 2021, compared to increase liquidity in order to reduce our risk profile. The declines in net interest margin and interest rate spread were also due to lower yields in our loan portfolios, partially offset by lower rates paid on our interest-bearing deposits, a reflection of the low interest rate environment in 2020.

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~~Provision (recovery) for Loan Losses~~

~~We recorded~~ a provision for loan losses of ~~$4.3~~$20.9 million during the three months ended ~~June 30, 2020, an increase of $4.1 million from the same period in 2019. We recorded a provision for loan losses of $25.2 million during the six months ended June 30, 2020, compared to a~~March 31, 2020. The recovery for loan losses ~~of $0.8 million~~was primarily attributable to a net decline in our loan balances during the ~~same period in 2019. The~~quarter, partially offset by an increase in ~~the~~required allowance for loan losses reflecting a $13.8 million net increase in Special Mention, Substandard and Doubtful loans. The provision for loan losses for ~~each of~~ the ~~three- and the six-month periods~~quarter ended March 31, 2020 was ~~primarily~~ attributable in part to certain qualitative components ~~established in~~within our allowance for loan losses methodology ~~in response to~~that took on increased significance as a result of the economic impact ~~from~~of the COVID-19 pandemic ~~that has led to increased unemployment and deterioration in the overall macro-economic environment. We continue to monitor the effect unemployment will have~~ on our ~~borrowers and the broader market, including the longer-term impact to the relative values of residential and commercial properties. The provision for~~ loan losses also reflects the required allowance for loan losses on the increase in special mention, substandard and doubtful loans of $65.6 million during the three months ended June 30, 2020 and $101.1 million during the six months ended June 30, 2020.

The provision for loan losses was recorded with the objective of aligning our allowance for loan losses with our current estimates of loss in the loan portfolio. The allowance for loan losses was $46.9 million, or 1.70% of total loans at June 30, 2020, compared to $21.7 million, or 0.75% of total loans, at December 31, 2019.portfolios.

Non-interest ~~Income~~Income.

Non-interest income information is as follows:


	Three Months Ended								Six Months Ended								Three Months Ended
	June 30,				Change				June 30,				Change				March 31,				Change
	2020		2019		Amount		Percent		2020		2019		Amount		Percent		2021		2020		Amount		Percent

	(Dollars in thousands)																(Dollars in thousands)
Service charges and fees	$	95	$	112	$	(17)	(15)	%	$	212	$	216	$	(4)	(2)	%	$	159	$	117	$	42	36	%
Investment management and advisory fees		255		425		(170)	(40)	%		568		765		(197)	(26)	%		—		313		(313)	(100)	%
Loss on sale of investment securities		(34)		—		(34)	N/M			199		—		199	N/M
Net gain on sale of investment securities																		—		233		(233)	(100)	%
Gain on sale of mortgage loans held for sale		751		142		609	429	%		1,020		180		840	467	%		398		269		129	48	%
Gain on sale of portfolio loans		—		1,860		(1,860)	(100)	%		—		4,302		(4,302)	(100)	%
Unrealized gains on equity securities		43		57		(14)	(25)	%		123		106		17	16	%
Unrealized gains (losses) on equity securities																		(90)		80		(170)	(213)	%
Net servicing loss		(207)		(1,002)		795	79	%		(1,118)		(677)		(441)	(65)	%		(430)		(911)		481	53	%
Income on cash surrender value of bank-owned life insurance		317		315		2	1	%		645		625		20	3	%		313		328		(15)	(5)	%
Other		103		159		(56)	(35)	%		203		379		(176)	(46)	%		103		100		3	3	%
Total non-interest income	$	1,323	$	2,068	$	(745)	(36)	%	$	1,852	$	5,896	$	(4,044)	(69)	%	$	453	$	529	$	(76)	(14)	%

Non-interest income of ~~$1.3~~$0.5 million for the three months ended ~~June 30, 2020 decreased $0.7~~March 31, 2021 reflected a decrease of $0.1 million as compared to the same period of ~~2019. Non-interest income of $1.9 million for the six months ended June 30, 2020 decreased $4.0 million as compared to the same period of 2019.~~2020. The ~~decreases in non-interest income in both the three and six months ended June 30, 2020 were primarily~~decrease was partly attributable ~~to a decrease in gain on sale of portfolio loans due~~ to the absence of ~~portfolio loan~~investment management and advisory fees as we sold substantially all the assets of Quantum Capital Management in December 2020 and the absence of sales ~~during the first half~~ of ~~2020, reflecting the permanent discontinuation of the Advantage Loan Program which historically represented the largest component of our sold loans. In addition,~~investment securities. The decrease was partially offset by a decrease in net servicing loss ~~decreased $0.8 in~~during the three months ended ~~June 30, 2020~~March 31, 2021, primarily due to ~~a $1.2~~the reversal of $0.9 million ~~mortgage servicing rights~~ valuation ~~adjustment during~~allowance recorded in the ~~same~~current period ~~of 2019. For the six months ended June 30, 2020 net servicing loss increased $0.4 million primarily~~ as a result of ~~a write-off of mortgage servicing rights associated with repurchases on two pools of Advantage Loan Program loans~~changes in ~~May 2020.~~anticipated prepayments due to the increase in long-term interest rates.

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Non-interest ~~Expense~~Expense.

Non-interest expense information is as follows:


	Three Months Ended								Six Months Ended								Three Months Ended
	June 30,				Change				June 30,				Change				March 31,				Change
	2020		2019		Amount		Percent		2020		2019		Amount		Percent		2021		2020		Amount		Percent

	(Dollars in thousands)																(Dollars in thousands)
Salaries and employee benefits	$	7,336	$	7,381	$	(45)	(1)	%	$	14,089	$	14,648	$	(559)	(4)	%	$	7,848	$	6,753	$	1,095	16	%
Occupancy and equipment		2,208		2,170		38	2	%		4,326		4,407		(81)	(2)	%		2,196		2,118		78	4	%
Professional fees		8,268		1,104		7,164	649	%		11,580		2,066		9,541	461	%		8,755		3,312		5,443	164	%
Advertising and marketing		70		406		(336)	(83)	%		343		845		(502)	(59)	%		40		273		(233)	(85)	%
FDIC assessments		240		190		50	26	%		259		445		(186)	(42)	%		719		19		700	N/M
Data processing		351		303		48	16	%		686		611		75	12	%		346		335		11	3	%
Net recovery for mortgage repurchase liability																		(153)		—		(153)	N/M
Other		1,574		2,171		(597)	(27)	%		2,999		3,825		(826)	(22)	%		1,583		1,425		158	11	%
Total non-interest expense	$	20,047	$	13,725	$	6,322	46	%	$	34,282	$	26,847	$	7,435	28	%	$	21,334	$	14,235	$	7,099	50	%

N/M - not meaningful

Non-interest expense of ~~$20.0~~$21.3 million for the three months ended ~~June 30, 2020 increased $6.3~~March 31, 2021 reflected an increase of $7.1 million as compared to $14.2 million for the same period ~~of 2019. Non-interest expense of $34.3 million for the six months ended June 30, 2020 increased $7.4 million as compared to the same period of 2019.~~in 2020. The ~~increases in both the three and six months ended June 30, 2020 were~~increase is primarily attributable to an increase in professional fees, ~~as we have incurred significant~~including legal ~~expenses in defending pending litigation~~ and in cooperating with the investigations and we expect to continue to do so during the pendency of these matters. Professional fees also included the cost of professionals utilized to assist with the ongoing compliance effortconsulting expenses related to our efforts to achieve compliance with the OCC Agreement, ~~and other~~our ongoing enhancements to our regulatory compliance ~~framework.~~framework (including our internal controls over financial reporting), and the ongoing government investigations and litigation. We expect to continue to incur such expenses during the pendency of these matters, with the potential for increased fees in the near term due to our cooperation with the recently commenced SEC investigation. We expect these increased fees will be offset by gradual reductions in professional fees incurred starting as early as the second half of 2021 as matters are resolved such as the class action lawsuit. Salaries and employee benefits increased $1.1 million as the Company experienced a significant transition of senior management in 2020, adding qualified personnel to assist with these challenges both throughout 2020 and the first quarter of 2021. FDIC assessments increased $0.7 million due to both the increase in the insurance assessment rate and the FDIC small bank assessment credit being applied in the first quarter of 2020.

Income Tax Expense (Benefit).

We recorded an income tax expense of ~~$1.2~~$0.8 million for the three months ended ~~June 30, 2020, a decrease of $4.3 million from the same period of 2019. Our effective tax rate was 28.8% for both the three months ended June 30, 2020 and 2019. We recorded~~March 31, 2021, compared to an income tax benefit of ~~$0.7 million for the six months ended June 30, 2020, compared to an income tax expense of $11.8~~$1.9 million for the same period of ~~2019.~~2020. Our effective tax rate was ~~38.5%~~24.6% and ~~28.8%~~31.9% for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. Our effective tax rate is based on forecasted annual results which may fluctuate significantly through the rest of the year, in particular due to the uncertainty in our annual forecasts resulting from the unpredictable impact of COVID-19 on our operating results.

Liquidity and Capital Resources

Liquidity is the ability to meet current and future financial obligations when they come due. Our primary sources of funds consist of deposit inflows, loan repayments and FHLB borrowings. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

We regularly review the need to adjust our investments in liquid assets based upon our assessment of: (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest earning deposits and securities and (4) the objectives of our asset/liability management program. Excess liquid assets are generally invested ~~generally~~ in ~~interest earning~~interest-earning deposits and short-term securities.

Our most liquid assets are cash and due from banks, interest-bearing time deposits with other banks and ~~U.S. Treasury and Agency~~debt securities classified as available for sale. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, cash and due from banks totaled ~~$623.4~~$873.2 million and ~~$77.8~~$998.5 million, respectively; interest-bearing time deposits with other banks totaled ~~$9.7~~$5.5 million and ~~$1.0~~$7.0 million, respectively; ~~U.S. Treasury~~ and ~~Agency~~debt securities ~~classified as available-for-sale,~~available for sale, which provide additional sources of liquidity, totaled ~~$120.1~~$254.4 million and ~~$145.9~~$299.6 million, respectively.

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At ~~June 30,~~both March 31, 2021 and December 31, 2020, ~~we had the ability to borrow a total of $799.0 million from the~~outstanding FHLB ~~including an available line of credit with the FHLB of $50.0 million. At June 30, 2020, we also had available unsecured credit lines with additional banks for $100.0 million. Outstanding~~ borrowings ~~at June 30, 2020 with the FHLB~~ totaled ~~$329.0~~$318.0 million, and there were no amounts outstanding on lines of credit with ~~the aforementioned additional~~other banks. ~~Subsequent to June 30, 2020,~~

At March 31, 2021, we ~~reduced~~had the ~~loans pledged as collateral on FHLB borrowings, thereby reducing our~~ ability to borrow an additional $143.7 million from the FHLB, ~~to $459.0~~which included an available line of credit of $50.0 million and a letter of credit of $7.5 million. ~~This reduction in collateral reflects the results of the Internal Review.~~We also had available credit lines with other banks totaling $80.0 million.

We have no material commitments or demands that are likely to affect our liquidity other than as set forth below. ~~In the event loan demand were to increase faster than expected, or any unforeseen demand or commitment were to occur, we could access~~We believe that our existing liquidity combined with our borrowing capacity with the FHLB orand our bank lines of credit, oras well as the ability to obtain additional funds through brokered ~~deposits.~~deposits, would allow us to manage any unexpected increase in loan demand or any unforeseen financial demand or commitment.

To avoid the uncertainty of audits and inquiries by third-party investors in the Advantage Loan Program loans, beginning at the end of the second quarter of 2020, the Company commenced making offers to each of those investors to repurchase 100% of sold Advantage Loan Program loans. ~~In July 2020,~~For the three ~~third-party investors accepted the above mentioned offer, from which~~months ended March 31, 2021, the Company has repurchased ~~three pools~~a pool of Advantage Loan Program loans ~~sold~~ with a total outstanding unpaid principal balance of ~~$19,521.~~$87.9 million. In addition, we entered into an agreement with the same investor to repurchase an additional pool prior to July 22, 2023, with the specific timing for the repurchase at the discretion of the investor. The aggregate principal balance of the loans in this pool at March 31, 2021 was $36.3 million. Should additional secondary market investors accept our offers to repurchase Advantage Loan Program loans with respect to a substantial portion of such outstanding loans, the cash required to fund these repurchases will substantially reduce our liquidity. At ~~June 30, 2020,~~March 31, 2021, the unpaid principal balance of the sold Advantage Loan Program ~~portfolio~~loans totaled ~~$540.0~~$303.0 million.

At ~~June 30, 2020,~~March 31, 2021, we had ~~$293.5~~$128.4 million in loan commitments outstanding and $24 thousand in standby letters of credit. At December 31, ~~2019,~~2020, we had ~~$297.5~~$181.0 million in loan commitments outstanding, and $24 thousand in standby letters of credit.

~~Time~~As of March 31, 2021, time deposits due within one year ~~of June 30, 2020~~ were ~~$1.11~~$1.12 billion, or ~~38%~~39% of total deposits. Total time deposits at ~~June 30, 2020~~March 31, 2021 were ~~$1.58~~$1.48 billion, or ~~55%,~~51% of total deposits. ~~Time~~As of December 31, 2020, time deposits due within one year ~~of December 31, 2019~~ were ~~$855.3 million,~~$1.26 billion, or ~~34%~~41% of total deposits. Total time deposits at December 31, ~~2019~~2020 were ~~$1.15~~$1.65 billion, or ~~46%,~~53% of total deposits. On March 19, 2021, the Bank entered into an agreement to sell the Bank's Bellevue, Washington branch office, subject to receipt of applicable regulatory approvals and other customary closing conditions. The sale includes the transfer of all deposit accounts located at the branch, with a total balance of $78.0 million at March 31, 2021, which we will fund utilizing our excess liquidity. This transaction is expected to close in the second quarter of 2021.

Our primary investing activities are the origination of loans and to a lesser extent, the purchase of investment securities. During the three months ended ~~June 30, 2020 and 2019,~~March 31, 2021, we originated ~~$83.2 million and $356.5~~$46.9 million of loans ~~respectively,~~and did not purchase any investment securities. During the three months ended March 31, 2020, we originated $185.4 million of loans and purchased ~~$171.0 million and $30.9~~$75.7 million of investment securities, respectively. During the six months ended June 30, 2020 and 2019, we originated $268.6 million and $661.4 million of loans, respectively, and purchased $246.7 million and $77.5 million of investment securities, respectively.securities. Cash flows provided by loan payoffs totaled ~~$136.4~~$184.3 million and ~~$199.9~~$175.0 million during the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $311.4 million and $359.9 million during the six months ended June 30, 2020 and 2019,~~ respectively.

Financing activities consist primarily of activity in deposit accounts. We experienced a net ~~increase~~decrease in total deposits of ~~$396.6~~$209.7 million ~~for~~in the ~~six~~three months ended ~~June 30, 2020 compared to a net increase of $94.0 million for the six months ended June 30, 2019.~~March 31, 2021, from $3.10 billion at December 31, 2020. We generate deposits from local businesses and individuals through customer referrals and other relationships and through our retail presence. We utilize borrowings and brokered deposits to supplement funding needs and manage our liquidity position.

OnThe Company is a separate and distinct legal entity from the Bank, and, on a parent company-only basis, the ~~Company's the~~Company’s primary source of funding is dividends received from the Bank. Banking regulations limit the dividends that may be paid by the Bank. Approval by regulatory authorities is required if the total capital distributions for the applicable calendar year exceed the sum of the ~~Bank's~~Bank’s net income for that year to date plus the ~~Bank's~~Bank’s retained net income for the preceding two years, or the Bank would not be at least adequately capitalized following the distribution. ~~At June 30, 2020,~~Banking regulations also limit the ability of the Bank ~~had capacity~~ to pay ~~approximately $84.4 million~~dividends under other circumstances, including if the Bank is subject to a formal agreement with the OCC, or other supervisory enforcement action. At March 31, 2021, the Bank is required to obtain the prior approval of the OCC in order to pay any dividends to the Company ~~under regulatory guidelines without prior regulatory approval.~~due to the existence of the OCC Agreement. The Company ~~also~~ has the legal ability to access the debt and equity capital markets for ~~additional funding.~~funding, although the Company currently is required to obtain the prior approval of the FRB in order to issue debt.

~~The Company's~~54

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In recent years, the Company’s primary funding needs on a parent company-only basis ~~consist~~have consisted of dividends to shareholders, interest expense on subordinated debt and stock repurchases. At ~~June 30, 2020,~~March 31, 2021, the Company had $65.0 million in principal

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amount of ~~subordinated notes~~Notes outstanding that are due April 15, 2026 but may be redeemed by us, in whole or in part, on or after April 14, 2021. Interest expense on the ~~subordinated notes~~Notes was $1.2 million for ~~both~~each of the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019,~~2020. The Notes had an interest rate of 7% per annum, payable semi-annually on April 15 and ~~$2.4 million and $2.3 million for~~October 15 in arrears, through April 2021, after which the ~~six months ended June 30, 2020 and 2019, respectively.~~

~~In December 2018, the board of directors approved the repurchase of up~~Notes converted to ~~$50.0 million~~a variable interest rate of the three-month LIBOR rate plus a margin of 5.82%. The Company’s ~~outstanding shares~~ability to pay cash dividends is restricted by the terms of ~~common stock. The stock repurchase program permits~~ the ~~Company to purchase shares~~Notes as well as applicable provisions of ~~its common stock from time to time in~~Michigan law and the ~~open market or in privately negotiated transactions.~~rules and regulations of the OCC and the FRB. Under ~~this program,~~the terms of the Notes, as long as the Notes are outstanding, the Company is permitted to pay dividends if, prior to such dividends, the Bank is considered well capitalized under applicable regulatory capital requirements. In addition, under Michigan law, the Company is prohibited from paying cash dividends if, after giving effect to the dividend, (i) it would not ~~obligated~~be able to ~~repurchase shares~~pay its debts as they become due in the usual course of business or (ii) its total assets would be less than the sum of its ~~common stock. During~~total liabilities plus the ~~six months ended June 30, 2020,~~preferential rights upon dissolution of shareholders with preferential rights on dissolution that are superior to those receiving the dividend, and we are currently required to obtain the prior approval of the FRB in order to pay any dividends to our shareholders.

As long as we do not elect the community bank leverage ratio, federal regulations will continue to require the Company ~~repurchased~~ and cancelled 10,912 shares of its common stock for $82 thousand, including commissions and fees. Such repurchases of shares of common stock were funded from cash on hand. In March 2020, in connection with the ~~issues giving rise~~Bank to ~~the Internal Review, the Company suspended the stock repurchase program for at least the near term.~~

~~The Company and Bank are subject to various~~meet several regulatory capital requirements administered by the Federal Reserve and the OCC, respectively. We manage our capital to comply with our internal planning targets and regulatory capital standards administered by the Federal Reserve and the OCC. We review capital levels on a monthly basis including our needs for additional capital and ability to pay cash dividends. At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019, the capital levels of each of~~2020, the Company and the Bank ~~exceeded~~met all ~~applicable~~ regulatory capital requirements to which they are subject, and the ~~Bank’s capital ratios were above the minimum levels required to be~~Bank was considered ~~“well capitalized”~~well capitalized for regulatory prompt corrective action purposes.

The following tables present our capital ratios as of the indicated dates for the Company (on a consolidated basis) and ~~the~~Sterling Bank.


						Company		Company							Company		Company
						Actual at		Actual at							Actual at		Actual at
	Well	Adequately		Under		June 30,		December 31,		Well	Adequately		Under		March 31,		December 31,
	Capitalized	Capitalized		Capitalized		2020		2019		Capitalized	Capitalized		Capitalized		2021		2020
Total adjusted capital to risk-weighted assets	N/A	8.00	%	6.00	%	21.68	%	21.49	%	N/A	8.00	%	6.00	%	23.52	%	22.58	%
Tier 1 (core) capital to risk-weighted assets	N/A	6.00	%	4.00	%	17.05	%	17.04	%	N/A	6.00	%	4.00	%	18.48	%	17.68	%
Common Equity Tier 1 (CET 1)	N/A	4.50	%	3.00	%	17.05	%	17.04	%	N/A	4.50	%	3.00	%	18.48	%	17.68	%
Tier 1 (core) capital to adjusted tangible assets	N/A	4.00	%	3.00	%	9.20	%	10.11	%	N/A	4.00	%	3.00	%	8.34	%	8.08	%


							Bank		Bank								Bank		Bank
							Actual at		Actual at								Actual at		Actual at
	Well		Adequately		Under		June 30,		December 31,		Well		Adequately		Under		March 31,		December 31,
	Capitalized		Capitalized		Capitalized		2020		2019		Capitalized		Capitalized		Capitalized		2021		2020
Total adjusted capital to risk-weighted assets	10.00	%	8.00	%	6.00	%	20.71	%	17.82	%	10.00	%	8.00	%	6.00	%	22.66	%	21.56	%
Tier 1 (core) capital to risk-weighted assets	8.00	%	6.00	%	4.00	%	19.44	%	16.70	%	8.00	%	6.00	%	4.00	%	21.37	%	20.27	%
Common Equity Tier 1 (CET 1)	6.50	%	4.50	%	3.00	%	19.44	%	16.70	%	6.50	%	4.50	%	3.00	%	21.37	%	20.27	%
Tier 1 (core) capital to adjusted tangible assets	5.00	%	4.00	%	3.00	%	10.49	%	9.90	%	5.00	%	4.00	%	3.00	%	9.60	%	9.20	%

~~Basel III revised the~~These capital ~~adequacy~~ requirements ~~and the Prompt Corrective Action Framework~~were effective January 1, 2015 ~~for~~and are the ~~Company. Effective January 1, 2019,~~result of a final rule implementing recommendations of the Basel ~~rules require the Company~~Committee on Banking Supervision and ~~the Bank to maintain a 2.5% “capital conservation buffer” on top~~certain requirements of the Dodd-Frank Act. In addition to establishing the minimum regulatory capital requirements, the regulations have established a CCB consisting of 2.5% of common equity Tier 1 capital to risk-weighted ~~asset ratios.~~assets above the amount necessary to meet its minimum risk-based capital requirements. The ~~capital conservation buffer~~CCB is designed to absorb losses during periods of economic stress. Banking institutions with a (i) CET1 to risk-weighted assets, (ii) Tier 1 capital to risk-weighted assets or (iii) total capital to risk-weighted assets above the respective minimum but below the minimum plus the ~~capital conservation buffer~~CCB will face constraints on dividends, equity repurchases and discretionary bonus payments to executive officers based on the amount of the shortfall. At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019, both~~2020, the Company and the Bank held capital in excess of the ~~capital conservation buffer requirement.~~CCB.

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Recently Issued Accounting Guidance

~~Refer to~~See Note 2 — New Accounting Standards, to our unaudited condensed consolidated financial statements included in “Part I, Item 1. Financial ~~Statements~~Statements” for a discussion of recently issued accounting guidance and related impact on our financial condition and results of operations.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General. The principal objective of our asset and liability management function is to evaluate the interest rate risk within the balance sheet and pursue a controlled assumption of interest rate risk while maximizing net income and preserving adequate levels of liquidity and capital. The Asset Liability Committee of our board of directors has oversight of our asset and liability management function, which is implemented and managed by our Management Asset Liability Committee. Our Management Asset Liability Committee meets regularly to review, among other things, the sensitivity of our assets and liabilities to product offering rate changes, local and national market conditions and market interest rates. That group also reviews our liquidity, capital, deposit mix, loan mix and investment positions.

We manage our exposure to interest rates primarily by structuring our balance sheet in the ordinary course of business. Our management of interest rate risk is overseen by our board of directors ALCO, and implemented by our management ALCO based on a risk management infrastructure approved by our board of directors that outlines reporting and measurement requirements. In particular, this infrastructure sets limits, calculated quarterly, for various interest rate-related metrics, our economic value of equity (“EVE”) and net interest income simulations involving parallel shifts in interest rate curves. Steepening and flattening yield curves and various prepayment and deposit duration assumptions are prepared at least annually. Our interest rate management policies also require periodic review and documentation of all key assumptions used, such as identifying appropriate interest rate scenarios, setting loan prepayment rates and deposit durations based on historical analysis.

We do not typically enter into derivative contracts for the purpose of managing interest rate risk, but we may do so in the future. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.

Net Interest Income Simulation. We use an interest rate risk simulation model to test the interest rate sensitivity of net interest income and the balance sheet. Instantaneous parallel rate shift scenarios are modeled and utilized to evaluate risk and establish exposure limits for acceptable changes in net interest income. These scenarios, known as rate shocks, simulate an instantaneous change in interest rates and use various assumptions, including, but not limited to, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment and replacement of asset and liability cash flows.

The following table presents the estimated changes in net interest income of the Bank, calculated on a bank-only basis, which would result from changes in market interest rates over a 12-month period beginning ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. The table below demonstrates that for the initial 12-month period after an immediate and parallel rate shock. We are ~~slightly~~ asset sensitive in aboth rising ~~interest rate environment~~ and ~~slightly liability sensitive in a~~ falling interest rate ~~environment.~~environments. The asset sensitivity of our balance sheet increased from December 31, 2020 in the up-rate scenario, primarily as a result of our periodic review of key assumptions pertaining to non-maturity deposit sensitivity.


	At June 30,				At December 31,				At March 31,				At December 31,
	2020				2019				2021				2020
	Estimated				Estimated				Estimated				Estimated
	12-Months				12-Months				12-Months				12-Months
	Net Interest				Net Interest				Net Interest				Net Interest
Change in Interest Rates (Basis Points)	Income		Change		Income		Change		Income		Change		Income		Change

	(Dollars in thousands)								(Dollars in thousands)
400	$	114,068	3	%	$	102,936	(17)	%	$	113,834	15	%	$	100,768	5	%
300		113,354	2	%		107,831	(13)	%		110,768	12	%		99,958	4	%
200		112,166	1	%		113,372	(8)	%		106,676	8	%		98,447	2	%
100		111,469	1	%		118,401	(4)	%		102,785	4	%		97,172	1	%
0		110,965				123,584				98,672				96,252
–100		108,224	(3)	%		122,847	(1)	%		94,705	(4)	%		92,993	(3)	%

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Economic Value of Equity Simulation. We also analyze our sensitivity to changes in interest rates through an ~~economic value of equity (“EVE”)~~EVE model. EVE represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities adjusted for the value of off-balance sheet contracts. EVE attempts to quantify our economic value using a discounted cash flow methodology. We estimate what

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our EVE would be as of a specific date. We then calculate what EVE would be as of the same date throughout a series of interest rate scenarios representing immediate and permanent parallel shifts in the yield curve. We currently calculate EVE under the assumptions that interest rates increase 100, 200, 300 and 400 basis points from current market rates, and under the assumption that interest rates decrease 100 basis points from current market rates.

The following table presents, as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively, the impacts of immediate and permanent parallel hypothetical changes in market interest rates on EVE of the Bank, calculated on a bank-only basis. The sensitivity of our balance sheet increased from December 31, 2020 in the up-rate scenario, primarily as a result of our periodic review of key assumptions pertaining to non-maturity deposit sensitivity.


	At June 30,				At December 31,				At March 31,				At December 31,
	2020				2019				2021				2020
	Economic				Economic				Economic				Economic
	Value of				Value of				Value of				Value of
Change in Interest Rates (Basis Points)	Equity		Change		Equity		Change		Equity		Change		Equity		Change

	(Dollars in thousands)								(Dollars in thousands)
400	$	440,298	(2)	%	$	453,316	(12)	%	$	493,632	7	%	$	412,393	(2)	%
300		452,027	1	%		476,524	(8)	%		494,676	7	%		420,927	0	%
200		455,222	2	%		495,397	(4)	%		489,168	6	%		425,241	1	%
100		453,958	1	%		508,199	(2)	%		479,979	4	%		426,110	1	%
0		447,578				516,430				463,554				420,561
–100		368,607	(18)	%		478,436	(7)	%		413,943	(11)	%		350,307	(17)	%

Many assumptions are used to calculate the impact of interest rate fluctuations. Actual results may be significantly different than our projections due to several factors, including the timing and frequency of rate changes, market conditions and the shape of the yield curve. The computations of interest rate risk shown above do not include actions that our management may undertake to manage the risks in response to anticipated changes in interest rates, and actual results may also differ due to any actions taken in response to the changing rates.

ITEM 4. CONTROLS AND PROCEDURES

Background

The Company commenced the Internal Review in 2019. The primary focus of the Internal Review, which has been led by outside legal counsel under the direction of the Special Committee, has involved the origination of residential mortgage loans under the Advantage Loan Program and related matters. During the course of the Internal Review, the Special Committee and management discovered that certain employees had engaged in misconduct in connection with the origination of a significant number of residential mortgage loans under the Advantage Loan Program, and management identified certain material weaknesses in the Company’s internal control over financial reporting, as further described in ~~Part II, Item 9A, "Controls~~“Item 9A. Controls and ~~Procedures,"~~Procedures” of our ~~Annual Report on~~2020 Form ~~10-K for the year ended December 31, 2019, as filed with the SEC on October 6, 2020 (the “2019 Form 10-K”).~~10-K.

Limitations on Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the Company’s reports that it files or submits under the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”)~~ is recorded, processed, summarized and reported

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within the specified time periods in the rules and forms of the SEC, and that such information is accumulated and communicated to the

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Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of the ~~Chief Executive Officer~~CEO and the ~~Chief Financial Officer,~~CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of ~~June 30, 2020.~~March 31, 2021. Based on these evaluations, the ~~Chief Executive Officer~~CEO and the ~~Chief Financial Officer~~CFO concluded that the Company’s disclosure controls and procedures were not effective as of ~~June 30, 2020~~March 31, 2021 because of certain material weaknesses in our internal control over financial reporting, as further described in ~~Part II, Item 9A, "Controls~~“Item 9A. Controls and ~~Procedures,"~~Procedures” of our ~~2019~~2020 Form 10-K.

Notwithstanding such material weaknesses in internal control over financial reporting, management has concluded that our condensed consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods ended on such dates, in conformity with accounting principles generally accepted in the United States of America.

Changes in Internal Control Over Financial Reporting

Our management is required to evaluate, with the participation of our ~~Chief Executive Officer~~CEO and our ~~Chief Financial Officer,~~CFO, any changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during each fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Other than the remediation actions disclosed in ~~Part II, Item 9A, "Controls~~“Item 9A. Controls and ~~Procedures,"~~Procedures” of our ~~2019~~2020 Form 10-K, there were no changes in our internal control over financial reporting during the quarter ended ~~June 30, 2020~~March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As discussed in ~~Part II, Item 9A, "Controls~~“Item 9A. Controls and ~~Procedures,"~~Procedures” of our ~~2019~~2020 Form 10-K, we have undertaken a broad range of remedial procedures to address the material weaknesses in our internal control over financial reporting.

PART II —- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Except as described below and as described in “Part II, Item 1A. Risk Factors,” we are not aware of any other material developments to our pending legal proceedings as disclosed in the Company’s 2020 Form 10-K, nor are we involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. We believe that ~~these~~such routine legal proceedings, in the aggregate, are immaterial to our financial condition and results of operations.

~~OCC Investigation~~

The Bank is currently under formal investigation by the OCC and continues to be subject to the OCC Agreement, relating primarily to certain aspects of its BSA/AML compliance program as well as the Bank’s credit administration. The OCC Agreement generally requires that the Bank enhance its policies and procedures to ensure compliance with BSA/AML laws and regulations and ensure effective controls over residential loan underwriting. The OCC Agreement requires the Bank to: (i) establish a compliance committee to monitor and oversee the Bank’s compliance with the provisions of OCC Agreement; (ii) develop a revised customer due diligence and enhanced due diligence program; (iii) develop a revised suspicious activity monitoring program; (iv) engage an independent, third-party consultant to review and provide a written report on the Bank’s suspicious activity monitoring; (v) develop revised policies and procedures to ensure effective BSA/AML model risk management for the Bank’s automated suspicious activity monitoring system, which must be validated by a qualified, independent third party; (vi) ensure that the Bank’s BSA Department maintains sufficient personnel; and (vii) develop revised policies and procedures to ensure effective controls over loan underwriting. In addition to these requirements, while the OCC Agreement remains in effect, the Bank is subject to certain restrictions on expansion activities, such as growth through acquisition or branching to supplement organic growth of the Bank. The Bank established a Compliance Committee to monitor and assure compliance with the OCC Agreement, oversee the completion of an independent review of account and transaction activity to be conducted by a third party vendor, and engage a third party to conduct a model validation for its BSA/AML monitoring software.

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The Bank is fully cooperating with the OCC investigation and implementing the items necessary to achieve compliance with the obligations in the OCC Agreement. A finding by the OCC that the Bank failed to comply with the OCC Agreement or adverse findings in the OCC investigation could result in additional regulatory scrutiny, constraints on the Bank’s business, or other formal enforcement action. Any of those events could have a material adverse effect on our future operations, financial condition, growth, or other aspects of our business. The Bank has incurred significant costs in its efforts to comply with the OCC Agreement and respond to the OCC investigation, which are reflected in our results of operations for the first six months of 2020.

~~DOJ Investigation~~

The Bank also has received grand jury subpoenas from the DOJ beginning in early 2020 requesting the production of documents and information in connection with an investigation that appears to be focused on the Bank’s residential lending practices and related issues. The Bank is fully cooperating with this ongoing investigation. Adverse findings in the DOJ investigation could result in material losses due to damages, penalties, costs, and/or expenses imposed on the Company, which could have a material adverse effect on our future operations, financial condition, growth, or other aspects of our business. The Bank expects to incur significant costs in its efforts to comply with the DOJ investigation in 2020.

Shareholder Litigation

The Company, certain of its current and former officers and directors and other parties ~~have been~~were named as defendants in a shareholder class action captioned Oklahoma Police Pension and Retirement System v. Sterling Bancorp, Inc., et al., Case No. 5:20-cv-10490-JEL-EAS, filed on February 26, 2020 in the ~~United States~~U.S. District Court for the Eastern District of Michigan. The ~~plaintiffs~~plaintiff filed an amended complaint on July 2, ~~2020.~~2020, seeking damages and reimbursement of fees and expenses. This action alleges violations of the federal securities laws, primarily with respect to disclosures concerning the Bank’s residential lending practices that were made in the Company’s registration statement and prospectus for its initial public offering, in subsequent press releases, in periodic and other filings with the SEC and during earnings calls. ~~The~~On September 22, 2020, the Company filed with the court a motion to dismiss the amended ~~complaint with~~complaint. In February 2021, the plaintiff, the Company and each of the other defendants reached an agreement in principle to settle the securities class action lawsuit. On April 19, 2021, the plaintiff, the Company and each of the other defendants entered into the final settlement agreement and submitted it to the court for its approval. Preliminary approval was granted by the court on April 28, 2021, and a final approval hearing is scheduled to be held before the court on September ~~22, 2020.~~16, 2021. The final agreement provides for a single $12.5 million cash payment in exchange for the release of all of the defendants from all alleged claims therein and remains subject to court approval and other conditions. The full amount of the settlement will be paid by the Company’s insurance carriers under applicable insurance policies. In the event final court approval is not received, the Company intends to vigorously defend this action.

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In the event final court approval is not received or the settlement is not finalized for any other reason, the Company intends to vigorously defend this action; but there can be no assurance that we will be successful in any defense. We will continue to incur legal fees in connection with this and potentially other cases, including expenses for the reimbursement of legal fees of present and former officers and directors under indemnification obligations. The expense of continuing to defend such litigation may be significant. ~~The Company intends to vigorously defend this~~If the case is decided adversely, we may be liable for significant damages directly or under our indemnification obligations, which could adversely affect our business, results of operations and ~~any related actions.~~

~~The outcome of the pending investigations and litigation is uncertain. There~~cash flows. In addition, there can be no assurance (i) that we will not incur material losses due to damages, ~~penalties,~~ costs and/or expenses as a result of ~~such investigations or~~this litigation, (ii) that our directors' and officers' insurance policy and the ~~reserves~~liabilities we have established will be sufficient to cover such losses or (iii) that such losses will not materially exceed the coverage limits of our insurance and such ~~reserves~~liabilities and will not have a material impact on our financial condition or results of operations. ~~The Company has incurred significant legal expenses in defending~~Further, the ~~litigation~~amount of time that will be required to resolve this lawsuit is unpredictable, and ~~in cooperating~~this action, together with the threatened derivative action discussed elsewhere in this section and the government investigations discussed under “Risk Factors” are likely to divert management's attention from the day-to-day operations of our business, which could further adversely affect our business, results of operations and ~~expects to continue to do so during the pendency of these matters.~~cash flows.

In addition, on July 28, 2020, the Company received a demand letter from two law firms representing a purported ~~stockholder~~shareholder of the Company alleging facts and claims substantially the same as many of the alleged facts and claims in the class action lawsuit. The demand letter requests that the board of directors take action to (1) recover damages the Company has purportedly sustained as a result of alleged breaches of fiduciary duties by certain of its officers and directors; (2) recover for the benefit of the Company the amounts by which certain of its officers and directors purportedly were unjustly enriched; and (3) correct alleged deficiencies in the ~~Company’s~~Company's internal controls. The demand letter states that, if the board of directors has not taken the actions demanded within 90 days after the receipt of the letter, or in the event the board of directors refuses to take the actions demanded, the purported ~~stockholder will~~shareholder would commence a ~~stockholder~~shareholder derivative action on behalf of the Company seeking appropriate relief. The board of directors ~~has recently~~ established a demand review committee to evaluate the matters raised in the demand letter and to determine the actions, if any, that should be taken by the Company with respect to those matters. The Company ~~has~~ responded to the demand letter advising the purported shareholder of the appointment of the demand review committee. The demand review committee’s investigation is ongoing; accordingly, no additional actions with respect to this matter have been taken by the board of directors. Further, legal action has not yet been brought by the purported shareholder. Nevertheless, expenses related to the evaluation by the demand review committee have been significant. There can be no assurance as to whether any litigation will be commenced by or against the Company with respect to the ~~claims set forth in the~~ demand letter or that, if any such litigation is commenced, itthe Company will not incur material losses due to damages, penalties, costs and/or expenses as a result of such litigation or that any such losses will not have a material impact on ~~our~~the Company’s financial condition or results of operations.

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ITEM 1A. RISK FACTORS

~~There~~Except as described below, there are no material changes from the risk factors as disclosed in the Company’s ~~Annual Report~~2020 Form 10-K.

Pending government investigations may result in adverse findings, reputational damage, the imposition of sanctions and other negative consequences that could adversely affect our financial condition and future operating results.

The Bank is currently under formal investigation by the OCC relating primarily to certain aspects of its BSA/AML compliance program as well as the Bank’s credit administration, including its Advantage Loan Program. The Bank also has received grand jury subpoenas from the DOJ beginning in 2020 requesting the production of documents and information in connection with an investigation that appears to be focused on ~~Form 10-K for~~ the ~~year ended December 31, 2019 filed~~Bank’s Advantage Loan Program and related issues, including residential lending practices and public disclosures about that program. On April 15, 2021, the DOJ charged by criminal information the former managing director of residential lending of the Bank with conspiracy to commit bank and wire fraud in connection with the Advantage Loan Program, and that individual has entered into an agreement with the DOJ to plead guilty to that charge. The criminal information and plea agreement assert that the individual acted with the knowledge and encouragement of certain former members of senior management. In addition, the Company is responding to a formal investigation initiated by the SEC in the first quarter of 2021. This investigation appears to be focused on ~~October 6, 2020.~~accounting, financial reporting and disclosure matters, as well as the Company’s internal controls, related to the Advantage Loan Program. The Company has received document requests from the SEC and is fully cooperating with this investigation. The Bank and the Company are fully cooperating with these government investigations. The outcome of the pending government investigations is uncertain. There can be no assurance (i) that we will not incur material losses due to damages, penalties, costs and/or expenses imposed on the Company as a result of such investigations, (ii) that the liability we have established will be sufficient to cover such losses or (iii) that such losses will not materially exceed such liabilities and have a

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material adverse effect on our future operations, financial condition, growth or results of operations or other aspects of our business. Adverse findings in any of these investigations could also result in additional regulatory scrutiny, constraints on the Bank’s business or other formal enforcement action. Any of those events could have a material adverse effect on our future operations, financial condition, growth or other aspects of our business. In addition, management’s time and resources will be diverted to address the investigations and any related litigation, and we have incurred, and expect to continue to incur, significant legal and other costs and expenses in our defense of the investigations.

Increases to the federal corporate tax rate would adversely affect our financial condition and results of operations in future periods.

On March 31, 2021, President Biden unveiled his infrastructure plan, which includes a proposal to increase the federal corporate tax rate from 21% to 28% as part of a package of tax reforms to help fund the spending proposals in the plan. The Biden plan is in the early stages of the legislative process, which is expected to proceed this year due to the Democratic Party’s majority in both houses of Congress. If adopted as proposed, the increase of the corporate tax rate would adversely affect our financial condition and results of operations in future periods.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Stock Repurchase Program

On December 24, 2018, the board of directors approved the repurchase of up to $50.0 million of the Company’s outstanding shares of common stock. The stock repurchase program permits the Company to acquire shares of common stock from time to time in the open market or in privately negotiated transactions. The Company received regulatory approval of the stock repurchase program and publicly announced the program on January 28, 2019. The program does not have an expiration date. Under the stock repurchase program, the Company is not obligated to repurchase shares of its common stock, and there is no assurance that it will continue to do so. Any shares repurchased under this program will be canceled and returned to authorized but unissued status.

In March 2020, in connection with the issues giving rise to the Internal Review, the Company suspended the stock repurchase program for at least the near ~~term.~~term.There were no purchases of shares of common stock during the three months ended March 31, 2021 related to the Company’s previously announced stock repurchase program discussed above.

Withholding of Vested Restricted Stock Awards

During the three months ended March 31, 2021, the Company withheld shares of common stock representing a portion of the restricted stock awards that vested during the period under our employee stock benefit plans in order to pay employee tax liabilities associated with such vesting. These withheld shares are treated the same as repurchased shares for accounting purposes.

The following table provides certain information with respect to our purchases of shares of the Company’s common stock, as of the settlement date, during the three months ended March 31, 2021:


	Issuer Purchases of Equity Securities
				Total Number of		Approximate Dollar
				Shares Purchased as		Value of Shares that
	Total Number	Average		Part of Publicly		May Yet Be Purchased
	of Shares	Price Paid		Announced Plans or		Under the
Period	Purchased	per Share		Programs		Plans or Programs
January 1 - 31, 2021	—	$	—	—	$	19,568,117
February 1 - 28, 2021	—		—	—		19,568,117
March 1 - 31, 2021	8,536		5.42	—		19,568,117
Total	8,536	$	5.42	—

6260

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ITEM 6. EXHIBITS

A list of exhibits to this Form 10-Q is set forth in the Exhibit Index below.

Incorporated by Reference
Exhibit
Number

Exhibit Description

Filed
Herewith

Form

Period
Ending

Exhibit /
Appendix
Number

Filing Date

10.1

Employment Agreement with Mr. Thomas M. O’Brien, dated as of June 1, 2020

8-K

10.1

June 1, 2020

10.2

Form of Option Award to be entered into with Mr. Thomas M. O’ Brien

8-K

10.2

June 1, 2020

10.3

Stock Purchase Agreement with Mr. Thomas M. O’Brien, dated as of June 1, 2020

8-K

10.3

June 1, 2020

31.1

Section 302 Certification — Chief Executive Officer

X

31.2

Section 302 Certification — Chief Financial Officer

X

32.1*

Section 906 Certification — Chief Executive Officer

X

32.2*

Section 906 Certification — Chief Financial Officer

X

101.INS

XBRL Instance Document

X

101.SCH

XBRL Taxonomy Extension Schema Document

X

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

X

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

X

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

X

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

X

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101).

Incorporated by Reference

Exhibit
Number

Exhibit Description

Filed/Furnished
Herewith

Form

Period
Ending

Exhibit /
Appendix
Number

Filing Date

31.1

Section 302 Certification — Chief Executive Officer

31.2

Section 302 Certification — Chief Financial Officer

32.1*

Section 906 Certification — Chief Executive Officer

32.2*

Section 906 Certification — Chief Financial Officer

101.INS**

This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* This document is being furnished with this Form 10-Q. This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act.

** The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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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.


Date: ~~October 19, 2020~~May 14, 2021		STERLING BANCORP, INC.
		(Registrant)

	By:	/s/ THOMAS M. O’BRIEN
		Thomas M. O’Brien Chairman and Chief Executive Officer (Principal Executive Officer)

	By:	/s/ ~~Stephen Huber~~STEPHEN HUBER
		Stephen Huber Chief Financial Officer (Principal Financial and Accounting Officer)

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Exercise price of options	$	4.57
Risk-free interest rate		0.49	%
Expected term (in years)		5.61
Expected stock price volatility		33.91	%
Dividend yield		0.10	%