UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


~~[X]~~
x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~September~~June 30, ~~2017~~2020



~~[ ]~~o		TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____ to _____

Commission file number: ~~51018~~00-51018

THE BANCORP, INC.

(Exact name of registrant as specified in its charter)


Delaware		23-3016517
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

409 Silverside Road, Wilmington, DE 19809		(302) 385-5000
(Address of principal executive offices and zip code)		(Registrant's telephone number, including area code)

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 ~~[X]~~x No ~~[ ]~~o

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ~~[X]~~x No ~~[ ]~~o

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



Large accelerated filer ~~[ ]~~ o	Accelerated filer ~~[X]~~ x	Non-accelerated filer ~~[ ]~~ o
Smaller reporting company ~~[ ]~~o	Emerging growth company ~~[ ]~~o

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. ~~[ ]~~o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ~~[ ]~~o No ~~[X]~~x

~~Indicate the number of shares outstanding of each~~Securities registered pursuant to Section 12(b) of the ~~issuer's classes of common stock, as of the latest practicable date.~~Act:


Title of Each Class	Trading Symbol(s)	Name of each Exchange on Which Registered
Common Stock, par value $1.00 per share	TBBK	Nasdaq Global Select

As of ~~November 7, 2017,~~July 31, 2020, there were ~~55,859,660~~57,590,874 outstanding shares of common stock, $1.00 par value.

THE BANCORP, INC

Form 10-Q Index


		Page
Part I Financial Information
Item 1	Financial Statements:	34

	Consolidated Balance Sheets – ~~September~~June 30, ~~2017~~2020 (unaudited) and December 31, ~~2016~~2019	34

	Unaudited Consolidated Statements of Operations – Three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and 20169	45

	Unaudited Consolidated Statements of Comprehensive Income – ~~Nine~~Three and six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019	67

	Unaudited Consolidated Statements of Changes in Shareholders’ Equity – ~~Nine~~Six months ended ~~September~~June 30, ~~2017~~2020 and 2019	78

	Unaudited Consolidated Statements of Cash Flows – ~~Nine~~Six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019	810

	Notes to Unaudited Consolidated Financial Statements	1011

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3846

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6073

Item 4.	Controls and Procedures	6073

Part II Other Information

Item 1.	Legal ~~proceedings~~Proceedings	6174
Item 6.1A.	~~Exhibits~~Risk Factors	6274
Item 6.	Exhibits	77
~~Signatures~~		62
Signatures		78

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

THE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	September 30,	December 31,	June 30,	December 31,
	2017	2016	2020	2019
	(unaudited)		(unaudited)
	(in thousands)		(in thousands)
ASSETS
ASSETS
Cash and cash equivalents
Cash and due from banks	$ 5,813	$ 4,127	$ 5,094	$ 19,928
Interest earning deposits at Federal Reserve Bank	328,023	955,733	475,627	924,544
Securities purchased under agreements to resell	65,095	39,199
Total cash and cash equivalents	398,931	999,059	480,721	944,472

Investment securities, available-for-sale, at fair value	1,196,956	1,248,614	1,324,447	1,320,692
Investment securities, held-to-maturity (fair value $85,099 and $91,799, respectively)	86,402	93,467
Commercial loans held for sale	380,272	663,140
Investment securities, held-to-maturity (fair value $83,002 at December 31, 2019)			-	84,387
Commercial loans held-for-sale, at fair value			1,807,630	1,180,546
Loans, net of deferred loan fees and costs	1,374,060	1,222,911	2,322,737	1,824,245
Allowance for loan and lease losses	(7,283)	(6,332)
Allowance for credit losses			(14,625)	(10,238)
Loans, net	1,366,777	1,216,579	2,308,112	1,814,007
Federal Home Loan Bank and Atlantic Central Bankers Bank stock	991	1,613	1,368	5,342
Premises and equipment, net	21,087	24,125	16,701	17,538
Accrued interest receivable	10,131	10,589	18,897	13,619
Intangible assets, net	5,185	6,906	2,710	2,315
Other real estate owned	-	104
Deferred tax asset, net	53,017	55,666	7,921	12,538
Investment in unconsolidated entity, at fair value	107,711	126,930	34,064	39,154
Assets held for sale from discontinued operations	314,994	360,711
Assets held-for-sale from discontinued operations			128,463	140,657
Other assets	51,164	50,611	83,003	81,696
Total assets	$ 3,993,618	$ 4,858,114	$ 6,214,037	$ 5,656,963

LIABILITIES
Deposits
Demand and interest checking	$ 3,113,212	$ 3,816,524	$ 5,089,741	$ 4,402,740
Savings and money market	452,183	421,780	455,458	174,290
Time deposits			-	475,000
Total deposits	3,565,395	4,238,304	5,545,199	5,052,030

Securities sold under agreements to repurchase	180	274	42	82
Subordinated debentures	13,401	13,401	13,401	13,401
Long-term borrowings	42,482	263,099	40,639	40,991
Other liabilities	32,699	44,073	81,677	65,962
Total liabilities	3,654,157	4,559,151	5,680,958	5,172,466

SHAREHOLDERS' EQUITY
Common stock - authorized, 75,000,000 shares of $1.00 par value; 55,859,660 and 55,419,204
shares issued at September 30, 2017 and December 31, 2016, respectively	55,860	55,419
Common stock - authorized, 75,000,000 shares of $1.00 par value; 57,555,308 and 56,940,521
shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively			57,555	56,941
Treasury stock, at cost (100,000 shares)	(866)	(866)	(866)	(866)
Additional paid-in capital	362,340	360,564	374,578	371,633
Accumulated deficit	(77,850)	(111,941)
Accumulated other comprehensive loss	(23)	(4,213)
Retained earnings			81,028	50,742
Accumulated other comprehensive income			20,784	6,047
Total shareholders' equity	339,461	298,963	533,079	484,497

Total liabilities and shareholders' equity	$ 3,993,618	$ 4,858,114	$ 6,214,037	$ 5,656,963

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

‎

THE BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS



		For the three months ended June 30,		For the six months ended June 30,
		2020	2019	2020	2019
		(in thousands, except per share data)
Interest income
Loans, including fees		$ 41,577	$ 29,948	$ 80,893	$ 60,447
Investment securities:
Taxable interest		10,188	11,634	20,683	22,164
Tax-exempt interest		27	43	59	90
Interest earning deposits		107	2,455	1,730	4,957
		51,899	44,080	103,365	87,658
Interest expense
Deposits		1,510	8,823	9,738	17,693
Short-term borrowings		15	526	180	1,029
Subordinated debentures		128	192	290	387
		1,653	9,541	10,208	19,109
Net interest income		50,246	34,539	93,157	68,549
Provision for credit losses		922	600	4,501	2,300
Net interest income after provision for credit losses		49,324	33,939	88,656	66,249

Non-interest income
Service fees on deposit accounts		5	14	15	61
ACH, card and other payment processing fees		1,707	2,521	3,553	4,824
Prepaid, debit card and related fees		18,673	15,840	37,213	32,003
Net realized and unrealized gains (losses) on commercial loans
originated for sale		(940)	(148)	(6,096)	10,615
Change in value of investment in unconsolidated entity		-	-	(45)	-
Leasing related income		443	1,027	1,276	1,722
Other		478	495	1,049	889
Total non-interest income		20,366	19,749	36,965	50,114

Non-interest expense
Salaries and employee benefits		25,492	21,826	48,233	45,666
Depreciation and amortization		828	966	1,672	1,940
Rent and related occupancy cost		1,396	1,444	2,815	2,872
Data processing expense		1,177	1,223	2,346	2,492
Printing and supplies		168	202	326	342
Audit expense		407	396	808	863
Legal expense		2,229	1,534	3,142	2,858
Amortization of intangible assets		147	383	294	766
FDIC insurance		2,918	2,095	5,507	4,024
Software		3,386	3,060	6,863	5,981
Insurance		695	617	1,318	1,211
Telecom and IT network communications		402	318	794	643
Consulting		346	1,007	601	1,642
Lease termination expense		-	908	-	908
Other		3,029	3,540	6,319	6,540
Total non-interest expense		42,620	39,519	81,038	78,748
Income from continuing operations before income taxes		27,070	14,169	44,583	37,615
Income tax expense	6,787		3,575	11,139	9,610
Net income from continuing operations		$ 20,283	$ 10,594	$ 33,444	$ 28,005
Discontinued operations
Income (loss) from discontinued operations before income taxes		(274)	919	(1,049)	1,724
Income tax expense (benefit)	(59)		163	(264)	449
Income (loss) from discontinued operations, net of tax		(215)	756	(785)	1,275
Net income		$ 20,068	$ 11,350	$ 32,659	$ 29,280

Net income per share from continuing operations - basic	$ 0.35	$ 0.19	$ 0.58	$ 0.50
Net income (loss) per share from discontinued operations - basic	$ -	$ 0.01	$ (0.01)	$ 0.02
Net income per share - basic	$ 0.35	$ 0.20	$ 0.57	$ 0.52

Net income per share from continuing operations - diluted	$ 0.35	$ 0.19	$ 0.58	$ 0.49
Net income (loss) per share from discontinued operations - diluted	$ -	$ 0.01	$ (0.01)	$ 0.02
Net income per share - diluted	$ 0.35	$ 0.20	$ 0.57	$ 0.51

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

‎

THE BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	For the three months ended June 30,		For the six months ended June 30,
	2020	2019	2020	2019
	(in thousands)

Net income	$ 20,068	$ 11,350	$ 32,659	$ 29,280
Other comprehensive income, net of reclassifications into net income:

Other comprehensive income
Securities available-for-sale:
Change in net unrealized gain during the period	18,060	14,246	20,182	26,090
Amortization of losses previously held as available-for-sale	-	8	5	15
Other comprehensive income	18,060	14,254	20,187	26,105

Income tax expense related to items of other comprehensive income
Securities available-for-sale:
Change in net unrealized gain during the period	4,876	3,845	5,449	7,044
Amortization of losses previously held as available-for-sale	-	2	1	4
Income tax expense related to items of other comprehensive income	4,876	3,847	5,450	7,048

Other comprehensive income, net of tax and reclassifications into net income	13,184	10,407	14,737	19,057
Comprehensive income	$ 33,252	$�� 21,757	$ 47,396	$ 48,337

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

THE BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY


For the six months ended June 30, 2020
(in thousands, except share data)

					Retained	Accumulated
	Common			Additional	earnings/	other
	stock	Common	Treasury	paid-in	(accumulated	comprehensive
	shares	stock	stock	capital	deficit)	income	Total

Balance at January 1, 2020	56,940,521	$ 56,941	$ (866)	$ 371,633	$ 50,742	$ 6,047	$ 484,497
Adoption of current expected credit loss
accounting, net of taxes	-	-	-	-	(2,373)	-	(2,373)
Net income	-	-	-	-	12,591	-	12,591
Common stock issued from option exercises,
net of tax benefits	74,000	74	-	546	-	-	620
Common stock issued from restricted units,
net of tax benefits	411,035	411	-	(411)	-	-	-
Stock-based compensation	-	-	-	1,216	-	-	1,216
Other comprehensive income net of
reclassification adjustments and tax	-	-	-	-	-	1,553	1,553
Balance at March 31, 2020	57,425,556	$ 57,426	$ (866)	$ 372,984	$ 60,960	$ 7,600	$ 498,104

Net income	-	-	-	-	20,068	-	20,068
Common stock issued from option exercises,
net of tax benefits	129,752	129	-	(129)	-	-	-
Stock-based compensation	-	-	-	1,723	-	-	1,723
Other comprehensive income net of
reclassification adjustments and tax	-	-	-	-	-	13,184	13,184
Balance at June 30, 2020	57,555,308	$ 57,555	$ (866)	$ 374,578	$ 81,028	$ 20,784	$ 533,079

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

‎

THE BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED ~~STATEMENTS~~STATEMENT OF ~~OPERATIONS~~CHANGES IN SHAREHOLDERS' EQUITY


For the six months ended June 30, 2019
(in thousands, except share data)
					Retained	Accumulated
	Common			Additional	earnings/	other
	stock	Common	Treasury	paid-in	(accumulated	comprehensive
	shares	stock	stock	capital	deficit)	(loss)/income	Total

Balance at January 1, 2019	56,446,088	$ 56,446	$ (866)	$ 366,181	$ (817)	$ (14,168)	406,776
Net income	-	-	-	-	17,930	-	17,930
Common stock issued from restricted units,
net of tax benefits	121,916	122	-	(122)	-	-	-
Stock-based compensation	-	-	-	1,424	-	-	1,424
Other comprehensive income net of
reclassification adjustments and tax	-	-	-	-	-	8,650	8,650
Balance at March 31, 2019	56,568,004	$ 56,568	$ (866)	$ 367,483	$ 17,113	$ (5,518)	$ 434,780

Net income	-	-	-	-	11,350	-	11,350
Common stock issued from restricted units,
net of tax benefits	306,952	307	-	(307)	-	-	-
Stock-based compensation	-	-	-	1,595	-	-	1,595
Other comprehensive income net of
reclassification adjustments and tax	-	-	-	-	-	10,407	10,407
Balance at June 30, 2019	56,874,956	$ 56,875	$ (866)	$ 368,771	$ 28,463	$ 4,889	$ 458,132

For the three months ended September 30,

For the nine months ended September 30,

2017

2016

2017

2016

(in thousands, except per share data)
Interest income

Loans, including fees

$               21,420

$               17,697

$               59,066

$               48,928
Interest on investment securities:

Taxable interest

8,847

8,350

26,990

22,782
Tax-exempt interest

86

142

228

639
Federal funds sold/securities purchased under agreements to resell

371

146

931

301
Interest earning deposits

1,190

397

3,961

1,677

31,914

26,732

91,176

74,327
Interest expense

Deposits

3,688

2,906

10,554

8,692
Securities sold under agreements to repurchase

-

-

-

1
Short-term borrowings

175

153

197

263
Subordinated debenture

150

131

432

383

4,013

3,190

11,183

9,339
Net interest income

27,901

23,542

79,993

64,988
Provision for loan and lease losses

800

750

2,150

1,810
Net interest income after provision for loan and lease losses

27,101

22,792

77,843

63,178

Non-interest income

Service fees on deposit accounts

1,700

1,510

4,895

3,335
Card payment and ACH processing fees

1,564

1,459

4,596

4,183
Prepaid card fees

12,491

12,249

39,272

39,333
Gain on sale of loans

11,394

903

17,535

809
Gain on sale of investment securities

506

981

1,595

3,131
Change in value of investment in unconsolidated entity

(4)

811

(20)

(12,313)
Leasing income

705

588

2,088

1,456
Affinity fees

275

1,091

1,445

3,507
Gain on sale of health savings accounts

-

-

2,538

-
Loss from sale of European prepaid operations

-

-

(3,437)

-
Other

376

312

892

4,691
Total non-interest income

29,007

19,904

71,399

48,132

Non-interest expense

Salaries and employee benefits

21,788

21,508

57,902

62,400
Depreciation and amortization

1,080

1,241

3,405

3,751
Rent and related occupancy cost

1,368

1,638

4,227

4,797
Data processing expense

1,926

3,507

8,047

10,949
One time fee to exit data processing contract

1,136

-

1,136

-
Printing and supplies

282

825

1,120

2,194
Audit expense

393

246

1,270

746
Legal expense

2,744

814

5,909

3,786
Amortization of intangible assets

377

394

1,133

1,032
Losses on sale and write downs on other real estate owned

-

-

19

-
FDIC insurance

2,063

2,436

7,586

7,118
Software

3,088

3,032

9,328

8,266
Insurance

633

631

1,853

1,695
Telecom and IT network communications

426

582

1,443

1,547
Securitization and servicing expense

-

-

100

747
Consulting

505

1,701

1,745

4,214
Bank Secrecy Act and lookback consulting expenses

-

1,340

-

29,076
Civil money penalty

2,500

-

2,500

-

Other

3,574

4,276

10,306

14,127
Total non-interest expense

43,883

44,171

119,029

156,445
Income (loss) from continuing operations before income taxes

12,225

(1,475)

30,213

(45,135)
Income tax expense (benefit)
5,455

55

(457)

(15,324)
Net income (loss) from continuing operations

$                 6,770

$               (1,530)

$               30,670

$             (29,811)
Discontinued operations

Income (loss) from discontinued operations before income taxes

829

(21,490)

5,488

(38,073)
Income tax expense (benefit)
318

2,531

2,050

(164)
Income (loss) from discontinued operations, net of tax

511

(24,021)

3,438

(37,909)
Net income (loss) available to common shareholders

$                 7,281

$             (25,551)

$               34,108

$             (67,720)

Net income (loss) per share from continuing operations - basic

$                   0.12

$                 (0.03)

$                   0.55

$                 (0.73)
Net income (loss) per share from discontinued operations - basic

$                   0.01

$                 (0.51)

$                   0.06

$                 (0.92)
Net income (loss) per share - basic

$                   0.13

$                 (0.54)

$                   0.61

$                 (1.65)

Net income (loss) per share from continuing operations - diluted

$                   0.12

$                 (0.03)

$                   0.55

$                 (0.73)
Net income (loss) per share from discontinued operations - diluted

$                   0.01

$                 (0.51)

$                   0.06

$                 (0.92)
Net income (loss) per share - diluted

$                   0.13

$                 (0.54)

$                   0.61

$                 (1.65)

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

‎

THE BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~CASH FLOWS

For the nine months

ended September 30,

2017

2016

(in thousands)

Net income (loss)
$                  34,108

$               (67,720)
Other comprehensive income (loss) net of reclassifications into net income:

Other comprehensive income (loss)

Change in net unrealized gain during the period
8,194

19,207
Reclassification adjustments for gains included in income
(1,595)

(3,131)
Reclassification adjustments for foreign currency translation gains
216

335
Amortization of losses previously held as available-for-sale
25

25
Net unrealized gain
6,840

16,436

Deferred tax expense

Securities available-for-sale:

Change in net unrealized gain during the period
3,278

7,683
Reclassification adjustments for gains included in income
(638)

(1,252)
Amortization of losses previously held as available-for-sale
10

10
Income tax expense related to items of other comprehensive income
2,650

6,441

Other comprehensive income net of tax and reclassifications into net income
4,190

9,995
Comprehensive income (loss)
$                  38,298

$               (57,725)



	For the six months
	ended June 30,
	2020	2019
	(in thousands)
Operating activities
Net income from continuing operations	$ 33,444	$ 28,005
Net income (loss) from discontinued operations	(785)	1,275
Adjustments to reconcile net income to net cash (used in) provided by operating activities
Depreciation and amortization	1,966	2,706
Provision for credit losses	4,501	2,300
Net amortization of investment securities discounts/premiums	9,008	8,640
Stock-based compensation expense	2,940	3,019
Loans originated for sale	(634,860)	(766,645)
Sale of commercial loans originated for resale	3,689	491,158
Loss (gain) on commercial loans originated for resale	135	(11,193)
Loss (gain) from discontinued operations	707	(243)
Fair value adjustment on investment in unconsolidated entity	45	-
Change in fair value of loans held-for-sale	3,600	(1,274)
Change in fair value of derivatives	2,361	1,852
Increase in accrued interest receivable	(5,278)	(1,814)
(Increase) decrease in other assets	15,303	(6,256)
Increase (decrease) in other liabilities	8,824	(372)
Net used in operating activities	(554,400)	(248,842)

Investing activities
Purchase of investment securities available-for-sale	(23,059)	(148,717)
Proceeds from redemptions and prepayments of securities available-for-sale	114,855	82,440
Net cash paid due to acquisitions, net of cash acquired	(3,920)	-
Net increase in loans	(506,680)	(57,465)
Net decrease in discontinued loans held-for-sale	10,337	23,537
Purchases of premises and equipment	(834)	(598)
Change in receivable from investment in unconsolidated entity	6	138
Return of investment in unconsolidated entity	5,045	1,261
Decrease in discontinued assets held-for-sale	1,150	5,185
Net used in investing activities	(403,100)	(94,219)

Financing activities
Net increase in deposits	493,169	56,032
Net decrease in securities sold under agreements to repurchase	(40)	-
Proceeds of short-term borrowings	-	45,000
Proceeds from the issuance of common stock	620	-
Net cash provided by financing activities	493,749	101,032

Net decrease in cash and cash equivalents	(463,751)	(242,029)

Cash and cash equivalents, beginning of period	944,472	554,302

Cash and cash equivalents, end of period	$ 480,721	$ 312,273

Supplemental disclosure:
Interest paid	$ 9,295	$ 19,045
Taxes paid	$ 6,090	$ 10,132
Non-cash investing and financing activities
Investment securities transferred in securitization transaction	$ -	$ 41,633
Loan transferred in acquisition	$ 3,961	$ -
Transfers of discontinued loans to discontinued other real estate owned	$ 3,780	$ 5,295
Leased vehicles transferred to repossessed assets	$ 15,318	$ -

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

‎

~~THE BANCORP INC. AND SUBSIDIARIES~~

~~UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY~~

For the nine months ended September 30, 2017
(in thousands, except share data)

Retained

Accumulated

Common

Additional

earnings/

other

stock

Common

Treasury

paid-in

(accumulated

comprehensive

shares

stock

stock

capital

deficit)

income (loss)

Total

Balance at January 1, 2017

55,419,204

$        55,419

$        (866)

$      360,564

$      (111,941)

$              (4,213)

$          298,963
Net income

-

-

-

-

34,108

-

34,108
Common stock issuance expense

-

-

-

(200)

-

-

(200)
Common stock issued from restricted shares,

net of tax benefits

440,456

441

-

(424)

(17)

-

-
Stock-based compensation

-

-

-

2,400

-

-

2,400
Other comprehensive income net of

reclassification adjustments and tax

-

-

-

-

-

4,190

4,190

Balance at September 30, 2017

55,859,660

$        55,860

$        (866)

$      362,340

$        (77,850)

$                   (23)

$          339,461

~~The accompanying notes are an integral part of this consolidated statement.~~

~~THE BANCORP, INC. AND SUBSIDIARIES~~

~~UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

For the nine months

ended September 30,

2017

2016

(in thousands)
Operating activities

Net income (loss) from continuing operations

$            30,670

$          (29,811)
Net income (loss) from discontinued operations

3,438

(37,909)
Adjustments to reconcile net income to net cash

provided by operating activities

Depreciation and amortization

4,538

4,783
Provision for loan and lease losses

2,150

1,810
Net amortization of investment securities discounts/premiums

6,955

6,066
Stock-based compensation expense

2,400

1,990
Loans originated for sale

(398,410)

(372,065)
Sale of loans originated for resale

453,976

299,855
Gain on sales of loans originated for resale

(13,119)

(809)
Loss (gain) on sale of fixed assets

28

(21)
Loss on sale of other real estate owned

19

-
Fair value adjustment on investment in unconsolidated entity

(20)

14,753
Gain on sales of investment securities

(1,595)

(3,131)
Decrease (increase) in accrued interest receivable

458

(1,025)
Decrease (increase) in other assets

872

(19,290)
Decrease (increase) in discontinued assets held for sale

1,123

(5,779)
Increase (decrease) in other liabilities

(18,794)

10,505
Net cash provided by (used in) operating activities

74,689

(130,078)

Investing activities

Purchase of investment securities available-for-sale

(237,870)

(499,969)
Proceeds from sale of investment securities available-for-sale

83,918

115,637
Proceeds from redemptions and prepayments of securities held-to-maturity

7,000

51
Proceeds from redemptions and prepayments of securities available-for-sale

234,163

133,212
Proceeds from sale of other real estate owned

85

-
Net increase in loans

(152,484)

(120,312)
Net decrease in discontinued loans held for sale

44,594

203,533
Proceeds from sale of fixed assets

366

341
Purchases of premises and equipment

(625)

(4,237)
Investment in unconsolidated entity

19,239

6,371
Net cash used in investing activities

(1,614)

(165,373)

Financing activities

Net decrease in deposits

(672,909)

(647,822)
Net decrease in securities sold under agreements to repurchase

(94)

(572)
Proceeds of short-term borrowings and federal funds purchased

-

70,000
Common stock issuance expense

(200)

-
Proceeds from the issuance of common stock

-

74,812
Net cash used in financing activities

(673,203)

(503,582)

Net decrease in cash and cash equivalents

(600,128)

(799,033)

Cash and cash equivalents, beginning of period

999,059

1,155,162

Cash and cash equivalents, end of period

$          398,931

$          356,129

Supplemental disclosure:

Interest paid

$            11,176

$              9,514
Taxes paid

$              1,051

$                 366

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

THE BANCORP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED ~~CONSOLDIATED~~CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Structure of Company

The Bancorp, Inc. ~~(the Company)~~, or the Company, is a Delaware corporation and a registered financial holding company. Its primary subsidiary is The Bancorp Bank, ~~(the Bank)~~or the Bank, which is wholly owned by the Company. The Bank is a Delaware chartered commercial bank located in Wilmington, Delaware and is a Federal Deposit Insurance Corporation, ~~(FDIC)~~or the FDIC, insured institution. In its continuing operations, the Bank has four primary lines of specialty lending: securities-backed lines of credit, ~~(SBLOC)~~or SBLOC, and cash value of insurance-backed lines of credit, or IBLOC, leasing (direct lease financing), ~~leasing,~~ Small Business Administration, ~~(SBA)~~or SBA, loans and loans generated for sale into capital markets primarily through commercial loan securitizations, ~~(CMBS).~~or CMBS. Through the Bank, the Company also provides banking services nationally, which include prepaid and debit cards, private label banking, ~~institutional banking,~~deposit accounts to investment advisors’ customers, card payment and other payment processing.

The Company and the Bank are subject to regulation by certain state and federal agencies and, accordingly, they are examined periodically by those regulatory authorities. As a consequence of the extensive regulation of commercial banking activities, the Company’s and the Bank’s businesses may be affected by state and federal legislation and regulations.

Note 2. Significant Accounting Policies

Basis of Presentation

The financial statements of the Company, as of ~~September~~June 30, ~~2017~~2020 and for the three and ~~nine~~six month periods ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, ~~(U.S. GAAP)~~or U.S. GAAP, have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange ~~Commission.~~Commission, or the SEC. However, in the opinion of management, these interim financial statements include all necessary adjustments to fairly present the results of the interim periods presented. The unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016 (2016~~2019, or the 2019 Form 10-K ~~Report).~~Report. The results of operations for the ~~nine~~six month period ended ~~September~~June 30, ~~2017~~2020 may not necessarily be indicative of the results of operations for the full year ending December 31, ~~2017.~~ 2020.

Revenue Recognition

The Company recognizes revenue when the performance obligations related to the transfer of goods or services under the terms of a contract are satisfied. Some obligations are satisfied at a point in time while others are satisfied over a period of time. Revenue is recognized as the amount of consideration to which the Company expects to be entitled to in exchange for transferring goods or services to a customer. When consideration includes a variable component, the amount of consideration attributable to variability is included in the transaction price only to the extent it is probable that significant revenue recognized will not be reversed when uncertainty associated with the variable consideration is subsequently resolved. The Company’s contracts generally do not contain terms that require significant judgment to determine the variability impacting the transaction price.

A performance obligation is deemed satisfied when the control over goods or services is transferred to the customer. Control is transferred to a customer either at a point in time or over time. To determine when control is transferred at a point in time, the Company considers indicators, including but not limited to the right to payment for the asset, transfer of significant risk and rewards of ownership of the asset and acceptance of the asset by the customer. When control is transferred over a period of time, for different performance obligations, either the input or output method is used to measure progress for the transfer. The measure of progress used to assess completion of the performance obligation varies between performance obligations and may be based on time throughout the period of service or on the value of goods and services transferred to the customer. As each distinct service or activity is performed, the Company transfers control to the customer based on the services performed as the customer simultaneously receives the benefits of those services. This timing of revenue recognition aligns with the resolution of any uncertainty related to variable consideration. Costs incurred to obtain a revenue producing contract generally are expensed when incurred as a practical expedient as the contractual period for the majority of contracts is one year or less. The Company’s revenue streams that are in the scope of Accounting Standards Codification (ASC) 606 include prepaid and debit card, card payment, ACH and deposit processing and other fees. The fees on those revenue streams are generally assessed and collected as the transaction occurs, or on a monthly or quarterly basis. The Company has completed its review of the contracts and other agreements that are within the scope of revenue guidance and did not identify any material changes to the timing or amount of revenue recognition. The Company’s accounting policies did not change materially since the principles of revenue recognition in American Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers”are largely consistent with previous practices already implemented and applied by the Company. The vast majority of the Company’s services related to its revenues are performed, earned and recognized monthly.

Prepaid and debit card fees primarily include fees for services related to reconciliation, fraud detection, regulatory compliance and other services which are performed and earned daily or monthly and are also billed and collected on a monthly basis. Accordingly, there is no significant component of the services the Company performs or related revenues which are deferred. The Company earns transactional and/or interchange fees on prepaid card accounts when transactions occur and revenue is billed and collected monthly or quarterly. Certain volume or transaction based interchange expenses paid to payment networks such as Visa, reduce revenue which is presented net on the income statement. Card payment and ACH processing fees include transaction fees earned for processing merchant transactions. Revenue is recognized when a cardholder’s transaction is approved and settled, or monthly. ACH processing fees are earned on a per item basis as the transactions are processed for third-party clients and are also billed and collected monthly. Service charges on deposit accounts include fees and other charges the Company receives to provide various services, including, but not limited to, account maintenance, check writing, wire transfer and other services normally associated with deposit accounts. Revenue for these services is recognized monthly as the services are performed. The Company’s customer contracts do not typically have performance obligations and fees are collected and earned when the transaction occurs. The Company may, from time to time, waive certain fees for customers but generally does not reduce the transaction price to reflect variability for future reversals due to the insignificance of the amounts. Waiver of fees reduces the revenue in the period the waiver is granted to the customer.

Leases

The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (ROU) assets and operating lease liabilities are included in our consolidated financial statements. ROU assets represent our right-of-use of an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments pursuant to our leases. The ROU assets and liabilities are recognized at commencement of the lease based on the present value of lease payments over the lease term. To determine the present value of lease payments, the Company uses its incremental borrowing rate. The lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.

Current Expected Credit Losses

For loans and held-to-maturity debt securities, the Company, in 2020, began to utilize a current expected credit loss, or CECL, approach to determine the allowance for credit losses. CECL requires loss estimates for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts.

Risks and Uncertainties

ASC 275 addresses disclosures when it is reasonably possible that estimates in the financial statements may change in future periods. The ultimate severity of the economic impact of Coronavirus is not known, but its negative impact may exceed the effect of current or future government mitigation efforts, which could impact loan performance. Additionally, under regulatory guidance loans may be granted six month payment deferrals without classification as non-accrual, delinquency or troubled debt restructuring, barring other information which would require such classification. We have followed the guidance of regulators and are granting such deferrals, but the duration of the crisis is uncertain and government actions after that period are unknown. Accordingly, our future estimates for the provision for credit losses could increase while the estimated values of loans accounted for on the basis of fair value could decrease, either of which would reduce our income.

Note 3. Stock-based Compensation

The Company recognizes compensation expense for stock options in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Stock Based Compensation”. The expense of the option is generally measured at fair value at the grant date with compensation expense recognized over the service period, which is typically the vesting period. For grants subject to a service condition, the Company utilizes the Black-Scholes option-pricing model to estimate the fair value of each option on the date of grant. The Black-Scholes model takes into consideration the exercise price and expected life of the options, the current price of the underlying stock and its expected volatility, the expected dividends on the stock and the current risk-free interest rate for the expected life of the option. The Company’s estimate of the fair value of a stock option is based on expectations derived from historical experience and may not necessarily equate to its market value when fully vested. In accordance with ASC 718, the Company estimates the number of options for which the requisite service is expected to be rendered. At ~~September~~June 30, ~~2017,~~2020, the Company had ~~two~~4 active stock-based compensation ~~plans, which are more fully~~plans. The 2020 equity compensation plan was approved at the annual meeting in May 2020 and is described in ~~its 2016~~the proxy for that meeting. The other three plans are described in the Company’s 2019 Annual Report on the Form ~~10-K Report.~~ 10-K.

~~The Company did not grant stock options during the nine month period ended September 30, 2017.~~ The Company granted 300,000 stock options with a vesting period of four years induring the ~~first nine months of 2016.~~six month period ended June 30, 2020. The weighted average grant-date fair value was $3.02. The Company granted 65,104 stock options during the six month period ended June 30, 2019. The weighted average grant-date fair value was $3.84. There were ~~28,500~~74,000 common stock options exercised in the ~~nine~~six month ~~periods~~period ended ~~September~~June 30, ~~2017,~~2020, and no0 common stock options ~~were~~ exercised ~~during~~in the ~~nine~~six month period ended ~~September~~June 30, ~~2016.~~ 2019.

A summary of the ~~status of the~~ Company’s ~~equity compensation plans~~stock options is presented below.



							Weighted average
							remaining
			Weighted average			Weighted average	contractual	Aggregate
			remaining		Shares	exercise price	term (years)	intrinsic value
		Weighted average	contractual	Aggregate
	Shares	exercise price	term (years)	intrinsic value
Outstanding at January 1, 2017	2,021,625	$ 8.32	5.24	$ -
Outstanding at January 1, 2020					1,311,604	$ 8.24	3.11	$ 6,203,523
Granted	-	-	-	-	300,000	6.87	3.88	879,000
Exercised	(28,500)	7.36	-	-	(74,000)	8.38	-	310,280
Expired	(1,000)	25.43	-	-	(147,000)	7.81	-	-
Forfeited	(38,750)	8.37	-	-	(8,000)	9.39	-	-
Outstanding at September 30, 2017	1,953,375	$ 8.31	4.51	$ 941,090
Exercisable at September 30, 2017	1,705,875	$ 8.50	3.93	$ 599,090
Outstanding at June 30, 2020					1,382,604	$ 7.97	4.57	$ 2,600,118
Exercisable at June 30, 2020					1,033,776	$ 8.27	2.83	$ 1,661,059

The Company granted ~~955,024~~1,531,702 restricted stock units (RSUs) in the first ~~nine~~six months of ~~2017~~2020 of which ~~820,024~~1,387,602 have a vesting period of three years and ~~135,000~~144,100 have a vesting period of one year. At issuance, ~~for~~ the 1,531,702 RSUs granted in the first ~~nine~~six months of ~~2017: 799,559~~2020 had a fair value of ~~$5.06, 7,923 had a fair value of $6.31 and 147,542 had a fair value of $7.65.~~$6.87 per unit. In the first ~~nine~~six months of ~~2016,~~2019, the Company granted ~~789,000 restricted~~930,831 RSUs of which ~~620,000~~863,331 had a vesting period of three years and ~~169,000~~67,500 had a vesting period of one year. ~~Of the~~The 930,831 RSUs granted in the first ~~nine~~six months of ~~2016, 489,000~~2019 had a fair value of ~~$4.50 and 300,000 had a fair value of $6.75 at issuance. The total fair value of RSUs vested for the nine months ended September 30, 2017 and 2016 was $2.6 million and $830,000, respectively.~~$8.57 per unit.

A summary of the status of the Company’s RSUs is presented below.



		Weighted average	Average remaining
		grant date	contractual
	Shares	fair value	term (years)
Outstanding at January 1, 2020	1,253,927	$ 8.87	1.64
Granted	1,531,702	6.87	2.70
Vested	(540,790)	8.70	-
Forfeited	(12,971)	9.10	-
Outstanding at June 30, 2020	2,231,868	$ 7.54	2.27

Weighted average

Average remaining

grant date

contractual

Shares

fair value

term (years)
Outstanding at January 1, 2017
831,775

$ 5.77

1.62
Granted
955,024

5.47

Vested
(438,441)

5.89

Forfeited
(83,904)

5.93

Outstanding at September 30, 2017
1,264,454

$ 5.49

1.92

As of ~~September~~June 30, ~~2017,~~2020, there was a total of ~~$5.9~~$15.6 million of unrecognized compensation cost related to unvested awards under share-based plans. This cost is expected to be recognized over a weighted average period of approximately ~~2.0~~2.4 years. Related compensation expense for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 was ~~$2.4~~$3.0 million and ~~$2.0~~$3.0 million, respectively. The total issuance date fair value of RSUs vested and options exercised during the six months ended June 30, 2020 and 2019 was $5.0 million and $3.5 million, respectively. The total intrinsic value of the options exercised and stock units vested in those respective periods was $6.2 million and $4.0 million, respectively.

For the periods ended June 30, 2020 and 2019, the Company estimated the fair value of each stock option grant on the date of grant using the Black-Scholes options pricing model with the following weighted average assumptions:



	June 30,
	2020	2019
Risk-free interest rate	0.68%	2.63%
Expected dividend yield	-	-
Expected volatility	45.20%	41.83%
Expected lives (years)	1.0 - 6.3	1.0 - 6.3

Expected volatility is based on the historical volatility of the Company’s stock and peer group comparisons over the expected life of the grant. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury strip rate in effect at the time of the grant. The life of the option is based on historical factors which include the contractual term, vesting period, exercise behavior and employee terminations. In accordance with the ASC 718, Stock Based Compensation, stock based compensation expense for the period ended June 30, 2020 is based on awards that are ultimately expected to vest and has been reduced for estimated forfeitures. The Company estimated forfeitures using historical data based upon the groups identified by management.

Note 4. Earnings Per Share

The Company calculates earnings per share under ASC 260, “Earnings Per Share”. Basic earnings per share exclude dilution and are computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.

The following tables show the Company’s earnings per share for the periods presented:



	For the three months ended			For the three months ended
	September 30, 2017			June 30, 2020
	Income	Shares	Per share	Income	Shares	Per share
	(numerator)	(denominator)	amount	(numerator)	(denominator)	amount

	(dollars in thousands except share and per share data)			(dollars in thousands except share and per share data)
Basic earnings per share from continuing operations
Net earnings available to common shareholders	$ 6,770	55,758,433	$ 0.12	$ 20,283	57,489,719	$ 0.35
Effect of dilutive securities
Common stock options	-	554,405	-
Common stock options and restricted stock units				-	310,396	-
Diluted earnings per share
Net earnings available to common shareholders	$ 6,770	56,312,838	$ 0.12	$ 20,283	57,800,115	$ 0.35

For the three months ended

September 30, 2017

Income

Shares

Per share

(numerator)

(denominator)

amount

(dollars in thousands except share and per share data)
Basic earnings per share from discontinued operations

Net earnings available to common shareholders

$                    511

55,758,433

$                  0.01
Effect of dilutive securities

Common stock options

-

554,405

-
Diluted earnings per share

Net earnings available to common shareholders

$                    511

56,312,838

$                  0.01



	For the three months ended
	June 30, 2020
	Income	Shares	Per share
	(numerator)	(denominator)	amount

	(dollars in thousands except share and per share data)
Basic loss per share from discontinued operations
Net loss available to common shareholders	$ (215)	57,489,719	$ -
Effect of dilutive securities
Common stock options and restricted stock units	-	310,396	-
Diluted loss per share
Net loss available to common shareholders	$ (215)	57,800,115	$ -



		For the three months ended			For the three months ended
		September 30, 2017			June 30, 2020
		Income	Shares	Per share	Income	Shares	Per share
		(numerator)	(denominator)	amount	(numerator)	(denominator)	amount
	��
		(dollars in thousands except share and per share data)			(dollars in thousands except share and per share data)
Basic earnings per share
Net earnings available to common shareholders		$ 7,281	55,758,433	$ 0.13	$ 20,068	57,489,719	$ 0.35
Effect of dilutive securities
Common stock options		-	554,405	-
Common stock options and restricted stock units					-	310,396	-
Diluted earnings per share
Net earnings available to common shareholders		$ 7,281	56,312,838	$ 0.13	$ 20,068	57,800,115	$ 0.35

Stock options for ~~1,633,375~~488,500 shares, exercisable at prices between $6.75 and ~~$10.45~~$7.36 per share, were outstanding at ~~September~~June 30, ~~2017, but~~2020, and included in the dilutive earnings per share computation. Stock options for 894,104 were anti-dilutive and not included in the earnings per share calculation.



	For the six months ended
	June 30, 2020
	Income	Shares	Per share
	(numerator)	(denominator)	amount
	(dollars in thousands except share and per share data)
Basic earnings per share from continuing operations
Net earnings available to common shareholders	$ 33,444	57,355,282	$ 0.58
Effect of dilutive securities
Common stock options and restricted stock units	-	501,509	-
Diluted earnings per share
Net earnings available to common shareholders	$ 33,444	57,856,791	$ 0.58



	For the six months ended
	June 30, 2020
	Income	Shares	Per share
	(numerator)	(denominator)	amount
	(dollars in thousands except share and per share data)
Basic loss per share from discontinued operations
Net loss available to common shareholders	$ (785)	57,355,282	$ (0.01)
Effect of dilutive securities
Common stock options and restricted stock units	-	501,509	-
Diluted loss per share
Net loss available to common shareholders	$ (785)	57,856,791	$ (0.01)



	For the six months ended
	June 30, 2020
	Income	Shares	Per share
	(numerator)	(denominator)	amount

	(dollars in thousands except share and per share data)
Basic earnings per share
Net earnings available to common shareholders	$ 32,659	57,355,282	$ 0.57
Effect of dilutive securities
Common stock options and restricted stock units	-	501,509	-
Diluted earnings per share
Net earnings available to common shareholders	$ 32,659	57,856,791	$ 0.57

Stock options for 691,500 shares, exercisable at prices between $6.75 and $8.50 per share, were outstanding at June 30, 2020, and included in the dilutive earnings per share computation. Stock options for 691,104 were anti-dilutive and not included in the earnings per share calculation.



	For the three months ended
	June 30, 2019
	Income	Shares	Per share
	(numerator)	(denominator)	amount

	(dollars in thousands except share and per share data)
Basic earnings per share from continuing operations
Net earnings available to common shareholders	$ 10,594	56,702,182	$ 0.19
Effect of dilutive securities
Common stock options and restricted stock units	-	495,251	-
Diluted earnings per share
Net earnings available to common shareholders	$ 10,594	57,197,433	$ 0.19



	For the three months ended
	June 30, 2019
	Income	Shares	Per share
	(numerator)	(denominator)	amount

	(dollars in thousands except share and per share data)
Basic earnings per share from discontinued operations
Net earnings available to common shareholders	$ 756	56,702,182	$ 0.01
Effect of dilutive securities
Common stock options and restricted stock units	-	495,251	-
Diluted earnings per share
Net earnings available to common shareholders	$ 756	57,197,433	$ 0.01



	For the three months ended
	June 30, 2019
	Income	Shares	Per share
	(numerator)	(denominator)	amount

	(dollars in thousands except share and per share data)
Basic earnings per share
Net earnings available to common shareholders	$ 11,350	56,702,182	$ 0.20
Effect of dilutive securities
Common stock options and restricted stock units	-	495,251	-
Diluted earnings per share
Net earnings available to common shareholders	$ 11,350	57,197,433	$ 0.20

Stock options for 984,104 shares, exercisable at prices between $6.75 and $8.57 per share, were outstanding at June 30, 2019, and included in the dilutive earnings per shares computation shares because the exercise price per share was ~~greater~~less than the average market price.

For the nine months ended

September 30, 2017

Income

Shares

Per share

(numerator)

(denominator)

amount

(dollars in thousands except share and per share data)
Basic earnings per share from continuing operations

Net earnings available to common shareholders

$               30,670

55,661,538

$                  0.55
Effect of dilutive securities

Common stock options

-

382,371

-
Diluted earnings per share

Net earnings available to common shareholders

$               30,670

56,043,909

$                  0.55

For the nine months ended

September 30, 2017

Income

Shares

Per share

(numerator)

(denominator)

amount

(dollars in thousands except share and per share data)
Basic earnings per share from discontinued operations

Net earnings available to common shareholders

$                 3,438

55,661,538

$                  0.06
Effect of dilutive securities

Common stock options

-

382,371

-
Diluted earnings per share

Net earnings available to common shareholders

$                 3,438

56,043,909

$                  0.06

For the nine months ended

September 30, 2017

Income

Shares

Per share

(numerator)

(denominator)

amount

(dollars in thousands except share and per share data)
Basic earnings per share

Net earnings available to common shareholders

$               34,108

55,661,538

$                  0.61
Effect of dilutive securities

Common stock options

-

382,371

-
Diluted earnings per share

Net earnings available to common shareholders

$               34,108

56,043,909

$                  0.61

Stock options for ~~1,953,375~~357,500 were anti-dilutive and not included in the earnings per share calculation.



	For the six months ended
	June 30, 2019
	Income	Shares	Per share
	(numerator)	(denominator)	amount

	(dollars in thousands except share and per share data)
Basic earnings per share from continuing operations
Net earnings available to common shareholders	$ 28,005	56,612,596	$ 0.50
Effect of dilutive securities
Common stock options and restricted stock units	-	418,610	(0.01)
Diluted earnings per share
Net earnings available to common shareholders	$ 28,005	57,031,206	$ 0.49



	For the six months ended
	June 30, 2019
	Income	Shares	Per share
	(numerator)	(denominator)	amount

	(dollars in thousands except share and per share data)
Basic earnings per share from discontinued operations
Net earnings available to common shareholders	$ 1,275	56,612,596	$ 0.02
Effect of dilutive securities
Common stock options and restricted stock units	-	418,610	-
Diluted earnings per share
Net earnings available to common shareholders	$ 1,275	57,031,206	$ 0.02



	For the six months ended
	June 30, 2019
	Income	Shares	Per share
	(numerator)	(denominator)	amount

	(dollars in thousands except share and per share data)
Basic earnings per share
Net earnings available to common shareholders	$ 29,280	56,612,596	$ 0.52
Effect of dilutive securities
Common stock options and restricted stock units	-	418,610	(0.01)
Diluted earnings per share
Net earnings available to common shareholders	$ 29,280	57,031,206	$ 0.51

Stock options for 984,104 shares, exercisable at prices between $6.75 and ~~$10.45~~$8.57 per share, were outstanding at ~~September~~June 30, ~~2017, but were not~~2019, and included in ~~the~~ dilutive earnings per share computation shares because the exercise price per share was ~~greater~~less than the average market price.

For the three months ended

September 30, 2016

Income

Shares

Per share

(numerator)

(denominator)

amount

(dollars in thousands except share and per share data)
Basic loss per share from continuing operations

Net loss available to common shareholders

$               (1,530)

47,153,658

$                 (0.03)
Effect of dilutive securities

Common stock options

-

-

-
Diluted loss per share

Net loss available to common shareholders

$               (1,530)

47,153,658

$                 (0.03)

For the three months ended

September 30, 2016

Income

Shares

Per share

(numerator)

(denominator)

amount

(dollars in thousands except share and per share data)
Basic loss per share from discontinued operations

Net loss available to common shareholders

$             (24,021)

47,153,658

$                 (0.51)
Effect of dilutive securities

Common stock options

-

-

-
Diluted loss per share

Net loss available to common shareholders

$             (24,021)

47,153,658

$                 (0.51)

For the three months ended

September 30, 2016

Income

Shares

Per share

(numerator)

(denominator)

amount

(dollars in thousands except share and per share data)
Basic loss per share

Net loss available to common shareholders

$             (25,551)

47,153,658

$                 (0.54)
Effect of dilutive securities

Common stock options

-

-

-
Diluted loss per share

Net loss available to common shareholders

$             (25,551)

47,153,658

$                 (0.54)

Stock ~~options~~price for ~~2,036,500 shares, exercisable at prices between $6.75~~357,500 anti-dilutive and ~~$25.43 per share, were outstanding at September 30, 2016 but were~~ not included in ~~dilutive shares because~~ the ~~Company had a net loss available to common shareholders.~~

For the nine months ended

September 30, 2016

Income

Shares

Per share

(numerator)

(denominator)

amount

(dollars in thousands except share and per share data)
Basic loss per share from continuing operations

Net loss available to common shareholders

$             (29,811)

40,957,247

$                 (0.73)
Effect of dilutive securities

Common stock options

-

-

-
Diluted loss per share

Net loss available to common shareholders

$             (29,811)

40,957,247

$                 (0.73)

For the nine months ended

September 30, 2016

Income

Shares

Per share

(numerator)

(denominator)

amount

(dollars in thousands except share and per share data)
Basic loss per share from discontinued operations

Net loss available to common shareholders

$             (37,909)

40,957,247

$                 (0.92)
Effect of dilutive securities

Common stock options

-

-

-
Diluted loss per share

Net loss available to common shareholders

$             (37,909)

40,957,247

$                 (0.92)

For the nine months ended

September 30, 2016

Income

Shares

Per share

(numerator)

(denominator)

amount

(dollars in thousands except share and per share data)
Basic loss per share

Net loss available to common shareholders

$             (67,720)

40,957,247

$                 (1.65)
Effect of dilutive securities

Common stock options

-

-

-
Diluted loss per share

Net loss available to common shareholders

$             (67,720)

40,957,247

$                 (1.65)

~~Stock options for 2,036,500 shares exercisable at prices between $6.75 and $25.43~~earnings per share ~~were outstanding at September 30, 2016 but were not included in dilutive shares because the Company had a net loss available to common shareholders.~~calculation.

Note 5. Investment Securities

In March 2020, the Company transferred the four securities comprising its held-to-maturity securities portfolio to available-for-sale. The interest rates for these securities utilize LIBOR as a benchmark and were permitted to be transferred by a provision of ASU 2020-04, to maximize management and accounting flexibility as a result of the phase-out of LIBOR. The amortized cost, gross unrealized gains and losses, and fair values of the Company’s investment securities classified as available-for-sale and held-to-maturity at ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016~~2019 are summarized as follows (in thousands):



Available-for-sale	September 30, 2017				June 30, 2020
		Gross	Gross			Gross	Gross
	Amortized	unrealized	unrealized	Fair	Amortized	unrealized	unrealized	Fair
	cost	gains	losses	value	cost	gains	losses	value
U.S. Government agency securities	$ 35,162	$ 87	$ (24)	$ 35,225	$ 48,197	$ 2,348	$ (145)	$ 50,400
Asset-backed securities *	264,196	1,182	(439)	264,939	241,276	-	(6,079)	235,197
Tax-exempt obligations of states and political subdivisions	13,157	179	(17)	13,319	4,041	259	-	4,300
Taxable obligations of states and political subdivisions	71,592	1,671	(150)	73,113	53,599	3,451	-	57,050
Residential mortgage-backed securities	367,017	840	(3,420)	364,437	301,498	10,774	(123)	312,149
Collateralized mortgage obligation securities	129,722	294	(923)	129,093	185,834	4,667	(90)	190,411
Commercial mortgage-backed securities	153,274	488	(114)	153,648	376,424	19,345	(2,662)	393,107
Foreign debt securities	59,685	398	(88)	59,995
Corporate debt securities	102,205	1,047	(65)	103,187	85,108	561	(3,836)	81,833
	$ 1,196,010	$ 6,186	$ (5,240)	$ 1,196,956	$ 1,295,977	$ 41,405	$ (12,935)	$ 1,324,447


	September 30, 2017				June 30, 2020
		Gross	Gross			Gross	Gross
	Amortized	unrealized	unrealized	Fair	Amortized	unrealized	unrealized	Fair
* Asset-backed securities as shown above	cost	gains	losses	value	cost	gains	losses	value
Federally insured student loan securities	$ 94,409	$ 254	$ (418)	$ 94,245	$ 30,439	$ -	$ (879)	$ 29,560
Collateralized loan obligation securities	153,369	800	(19)	154,150	210,837	-	(5,200)	205,637
Other	16,418	128	(2)	16,544
	$ 264,196	$ 1,182	$ (439)	$ 264,939	$ 241,276	$ -	$ (6,079)	$ 235,197

Held-to-maturity

September 30, 2017

Gross

Gross

Amortized

unrealized

unrealized

Fair

cost

gains

losses

value
Other debt securities - single issuers

$               11,017

$                  118

$             (2,761)

$                8,374
Other debt securities - pooled

75,385

1,340

-

76,725

$               86,402

$               1,458

$             (2,761)

$              85,099



Available-for-sale	December 31, 2019
		Gross	Gross
	Amortized	unrealized	unrealized	Fair
	cost	gains	losses	value
U.S. Government agency securities	$ 52,415	$ 672	$ (177)	$ 52,910
Asset-backed securities *	244,751	132	(534)	244,349
Tax-exempt obligations of states and political subdivisions	5,174	144	-	5,318
Taxable obligations of states and political subdivisions	58,258	1,992	-	60,250
Residential mortgage-backed securities	335,068	2,629	(1,101)	336,596
Collateralized mortgage obligation securities	221,109	1,826	(208)	222,727
Commercial mortgage-backed securities	394,852	3,836	(146)	398,542
	$ 1,311,627	$ 11,231	$ (2,166)	$ 1,320,692

Available-for-sale

December 31, 2016

Gross

Gross

Amortized

unrealized

unrealized

Fair

cost

gains

losses

value
U.S. Government agency securities

$               27,771

$                    23

$                  (92)

$              27,702
Asset-backed securities *

355,622

1,811

(2,037)

355,396
Tax-exempt obligations of states and political subdivisions

15,492

129

(137)

15,484
Taxable obligations of states and political subdivisions

78,143

1,539

(633)

79,049
Residential mortgage-backed securities

347,120

598

(5,149)

342,569
Collateralized mortgage obligation securities

160,649

619

(1,445)

159,823
Commercial mortgage-backed securities

117,844

250

(1,008)

117,086
Foreign debt securities

56,603

168

(274)

56,497
Corporate debt securities

95,005

421

(418)

95,008

$          1,254,249

$               5,558

$           (11,193)

$         1,248,614


	December 31, 2019
		Gross	Gross
	Amortized	unrealized	unrealized	Fair
* Asset-backed securities as shown above	cost	gains	losses	value
Federally insured student loan securities	$ 33,852	$ 10	$ (323)	$ 33,539
Collateralized loan obligation securities	210,899	122	(211)	210,810
	$ 244,751	$ 132	$ (534)	$ 244,349

December 31, 2016

Gross

Gross

Amortized

unrealized

unrealized

Fair
* Asset-backed securities as shown above

cost

gains

losses

value
Federally insured student loan securities

$              122,579

$                  346

$             (2,000)

$            120,925
Collateralized loan obligation securities

215,117

1,294

(14)

216,397
Other

17,926

171

(23)

18,074

$              355,622

$               1,811

$             (2,037)

$            355,396



Held-to-maturity	December 31, 2019
		Gross	Gross
	Amortized	unrealized	unrealized	Fair
	cost	gains	losses	value
Other debt securities - single issuers	$ 9,219	$ -	$ (2,067)	$ 7,152
Other debt securities - pooled	75,168	682	-	75,850
	$ 84,387	$ 682	$ (2,067)	$ 83,002

Held-to-maturity

December 31, 2016

Gross

Gross

Amortized

unrealized

unrealized

Fair

cost

gains

losses

value
Other debt securities - single issuers

$               17,983

$                  179

$             (3,026)

$              15,136
Other debt securities - pooled

75,484

1,179

-

76,663

$               93,467

$               1,358

$             (3,026)

$              91,799

Investments in Federal Home Loan Bank (FHLB) and Atlantic Central Bankers Bank stock are recorded at cost and amounted to ~~$991,000~~$1.4 million and ~~$1.6~~$5.3 million, respectively, at ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016.~~2019. The amount of FHLB stock required to be held is based on the amount of borrowings, and after such borrowings, the stock may be redeemed.

The amortized cost and fair value of the Company’s investment securities at ~~September~~June 30, ~~2017,~~2020, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties.



	Available-for-sale		Held-to-maturity		Available-for-sale		Held-to-maturity
	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair
	cost	value	cost	value	cost	value	cost	value
Due before one year	$ 6,433	$ 6,441	$ -	$ -	$ 4,583	$ 4,608	$ -	$ �� -
Due after one year through five years	170,145	171,473	-	-	114,902	121,416	-	-
Due after five years through ten years	361,549	362,268	-	-	222,239	231,130	-	-
Due after ten years	657,883	656,774	86,402	85,099	954,253	967,293	-	-
	$ 1,196,010	$ 1,196,956	$ 86,402	$ 85,099	$ 1,295,977	$ 1,324,447	$ -	$ -

At ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016, there were no~~2019, 0 investment securities pledged for securities sold under repurchase agreements as required or permitted by law. At September 30, 2017 and December 31, 2016, investment securities with a fair value of approximately $606.8 million and $607.2 million, respectively, were ~~pledged to secure a line of credit with the FHLB.~~encumbered through pledging.

Fair ~~value~~values of available-for-sale securities are based on the fair market ~~value~~values supplied by a third-party market data provider, ~~while the~~or where such third-party market data is not available, fair ~~value of held-to-maturity securities~~values are based on ~~the present value of cash flows, which discounts expected cash flows from principal~~

and interest using yield to maturity at the measurement date. The Company periodically reviews its investment portfolio to determine whether unrealized losses are other than temporary, based on an evaluation of the creditworthiness of the issuers/guarantors as well as the underlying collateral, if applicable, in addition to the continuing performance of the securities. The amount of the credit impairment is calculated by estimating the discounted cash ~~flows for those securities.~~flows. The ~~Company did not recognize any other-than-temporary impairment charges in the first nine months of 2017.~~ third-party market data provider uses a pricing matrix which it creates daily, taking into consideration actual trade data, projected prepayments, and when relevant, projected credit defaults and losses.

The table below indicates the length of time individual securities had been in a continuous unrealized loss position at ~~September~~June 30, ~~2017~~2020 (dollars in thousands):



Available-for-sale		Less than 12 months		12 months or longer		Total			Less than 12 months		12 months or longer		Total
	Number of securities	Fair Value	Unrealized losses	Fair Value	Unrealized losses	Fair Value	Unrealized losses	Number of securities	Fair Value	Unrealized losses	Fair Value	Unrealized losses	Fair Value	Unrealized losses
Description of Securities
U.S. Government agency securities	4	$ 17,266	$ (24)	$ -	$ -	$ 17,266	$ (24)	4	$ 3,025	$ (18)	$ 3,732	$ (127)	$ 6,757	$ (145)
Asset-backed securities	16	16,453	(20)	58,961	(419)	75,414	(439)	40	197,851	(4,971)	37,346	(1,108)	235,197	(6,079)
Tax-exempt obligations of states and
political subdivisions	2	-	-	2,148	(17)	2,148	(17)
Taxable obligations of states and
political subdivisions	14	14,844	(127)	977	(23)	15,821	(150)
Residential mortgage-backed securities	93	173,175	(1,573)	98,021	(1,847)	271,196	(3,420)	10	3,856	(45)	8,833	(78)	12,689	(123)
Collateralized mortgage obligation securities	26	62,244	(468)	30,937	(455)	93,181	(923)	10	23,192	(73)	3,779	(17)	26,971	(90)
Commercial mortgage-backed securities	8	23,434	(114)	243	-	23,677	(114)	3	61,523	(2,602)	10,062	(60)	71,585	(2,662)
Foreign debt securities	21	15,869	(68)	1,180	(20)	17,049	(88)
Corporate debt securities	20	11,658	(30)	4,514	(35)	16,172	(65)	1	-	-	6,164	(3,836)	6,164	(3,836)
Total temporarily impaired
investment securities	204	$ 334,943	$ (2,424)	$ 196,981	$ (2,816)	$ 531,924	$ (5,240)	68	$ 289,447	$ (7,709)	$ 69,916	$ (5,226)	$ 359,363	$ (12,935)

Held-to-maturity

Less than 12 months

12 months or longer

Total

Number of securities

Fair Value

Unrealized losses

Fair Value

Unrealized losses

Fair Value

Unrealized losses
Description of Securities

Corporate and other debt securities:

Single issuers

1

$                      -

$                      -

$                6,343

$             (2,761)

$                  6,343

$             (2,761)
Total temporarily impaired

    investment securities

1

$                      -

$                      -

$                6,343

$             (2,761)

$                  6,343

$             (2,761)

The table below indicates the length of time individual securities had been in a continuous unrealized loss position at December 31, ~~2016~~2019 (dollars in thousands):



Available-for-sale		Less than 12 months		12 months or longer		Total			Less than 12 months		12 months or longer		Total
	Number of securities	Fair Value	Unrealized losses	Fair Value	Unrealized losses	Fair Value	Unrealized losses	Number of securities	Fair Value	Unrealized losses	Fair Value	Unrealized losses	Fair Value	Unrealized losses
Description of Securities
U.S. Government agency securities	5	$ 7,414	$ (36)	$ 7,824	$ (56)	$ 15,238	$ (92)	5	$ 12,214	$ (44)	$ 3,986	$ (133)	$ 16,200	$ (177)
Asset-backed securities	23	10,186	(49)	93,375	(1,988)	103,561	(2,037)	28	115,909	(275)	56,427	(260)	172,336	(535)
Tax-exempt obligations of states and
political subdivisions	8	6,056	(118)	3,301	(19)	9,357	(137)
Taxable obligations of states and
political subdivisions	27	42,963	(633)	-	-	42,963	(633)
Residential mortgage-backed securities	68	180,357	(4,833)	54,254	(316)	234,611	(5,149)	64	58,682	(114)	73,311	(987)	131,993	(1,101)
Collateralized mortgage obligation securities	28	88,936	(1,004)	30,386	(441)	119,322	(1,445)	22	37,387	(85)	18,136	(123)	55,523	(208)
Commercial mortgage-backed securities	28	79,345	(963)	4,547	(45)	83,892	(1,008)	4	35,095	(129)	3,162	(16)	38,257	(145)
Foreign debt securities	34	26,696	(274)	700	-	27,396	(274)
Corporate debt securities	39	30,418	(414)	645	(4)	31,063	(418)
Total temporarily impaired
investment securities	260	$ 472,371	$ (8,324)	$ 195,032	$ (2,869)	$ 667,403	$ (11,193)	123	$ 259,287	$ (647)	$ 155,022	$ (1,519)	$ 414,309	$ (2,166)



Held-to-maturity		Less than 12 months		12 months or longer		Total
	Number of securities	Fair Value	Unrealized losses	Fair Value	Unrealized losses	Fair Value	Unrealized losses
Description of Securities
Corporate and other debt securities:
Single issuers	1	$ -	$ -	$ 7,152	$ (2,067)	$ 7,152	$ (2,067)
Total temporarily impaired
investment securities	1	$ -	$ -	$ 7,152	$ (2,067)	$ 7,152	$ (2,067)

Held-to-maturity

Less than 12 months

12 months or longer

Total

Number of securities

Fair Value

Unrealized losses

Fair Value

Unrealized losses

Fair Value

Unrealized losses
Description of Securities

Corporate and other debt securities:

Single issuers

1

$                      -

$                      -

$                6,039

$             (3,026)

$                  6,039

$             (3,026)
Total temporarily impaired

    investment securities

1

$                      -

$                      -

$                6,039

$             (3,026)

$                  6,039

$             (3,026)

~~Other securities included in the held-to-maturity classification at September 30, 2017 consisted of three securities secured by diversified portfolios of corporate securities and two single-issuer~~The Company owns 1 single issuer trust preferred ~~securities.~~

~~A total of $11.0 million of other debt securities - single issuers is comprised of the following: amortized cost of the two single-issuer trust preferred securities of $11.0 million, of which one~~ security ~~for $1.9 million was issued by a bank and one security for $9.1 million was~~ issued by an insurance company. The security is not rated by any bond rating service. At June 30, 2020, it had a book value of $10.0 million and a fair value of $6.2 million.

~~A total of $75.4 million of other debt securities – pooled is comprised of three securities consisting of diversified portfolios of corporate securities.~~

~~The following table provides additional information related to the Company’s single issuer trust preferred securities as of September 30, 2017 (in thousands):~~

Single issuer

Book value

Fair value

Unrealized gain/(loss)

Credit rating
Security A

$                1,913

$                 2,031

$                    118

Not rated
Security B

9,104

6,343

(2,761)

Not rated

Class: All of the above are trust preferred securities.

The Company has evaluated the securities in the above tables as of June 30, 2020 and has concluded that ~~none~~0ne of these securities ~~has impairment that is other-than-temporary.~~required an allowance for credit loss. The Company evaluates whether aan allowance for credit ~~impairment exists~~loss is required by considering primarily the following factors: (a) the length of time and extent to which the fair value has been less than the amortized cost of the security, (b) changes in the financial condition, credit rating and near-term prospects of the issuer, (c) whether the issuer is current on contractually obligated interest and principal payments, (d) changes in the financial condition of the security’s underlying collateral and (e) the payment structure of the security. The Company’s determination of the best estimate of expected future cash flows, which is used to determine the credit loss amount, is a quantitative and qualitative process that incorporates information received from third-party sources along with internal assumptions and judgments regarding the future performance of the security. The Company concluded that most of the securities that are in an unrealized loss position are in a loss position because of changes in market interest rates after the securities were purchased. Securities that have been in an unrealized loss position for 12 months or longer include other securities whose market values are sensitive to market interest rates. The Company’s unrealized loss for other debt securities, which include ~~two~~one single issuer trust preferred ~~securities,~~security, is primarily related to general market conditions, including a lack of liquidity in the market. The severity of the ~~temporary impairments~~impact of fair value in relation to the carrying amounts of the individual investments is consistent with market developments. The Company’s analysis of each investment is performed at the security level. As a result of its review, the Company concluded that ~~other-than-temporary impairment did~~an allowance was not ~~exist due~~required to ~~the Company’s ability and intention to hold these securities to recover their amortized cost basis.~~recognize credit losses.

Note 6. Loans

The Company has several lending lines of business including SBA loans, direct lease financing, SBLOC and IBLOC and other specialty and consumer lending. The Company also originates loans for sale into commercial ~~mortgage backed~~mortgage-backed securitizations or to secondary government guaranteed loan markets. ~~These sales are accounted for as true sales and servicing rights on these loans are not retained. The~~At origination, the Company ~~has~~ elected fair value treatment for these loans held-for-sale to better reflect the economics of the transactions. At ~~September~~June 30, ~~2017,~~2020, the fair value of the loans ~~held for sale~~held-for-sale was ~~$383.0 million~~$1.81 billion and their ~~book value~~amortized cost was ~~$378.2 million.~~$1.81 billion. Included in ~~the gain~~“Net realized and unrealized gains (losses) on ~~sale of~~commercial loans originated for sale” in the ~~Statements~~consolidated statements of ~~Operations were gains~~operations are changes in the estimate in fair value of unsold loans. For the six months ended June 30, 2020, unrealized losses recognized ~~from~~for such changes in fair value were $3.6 million of ~~$1.9 million for~~which $546,000 was attributable to credit weaknesses. For the ~~nine~~six months ended ~~September~~June 30, ~~2017. There were no~~2019, unrealized gains recognized for such changes in fair value ~~related to credit risk.~~were $1.3 million. Interest earned on loans ~~held for sale~~held-for-sale during the period held ~~are~~is recorded in Interest Income-Loans, including fees, in the consolidated statements of operations. The Bank also pledged the majority of its loans to the Federal Reserve Bank for a line of credit which it generally has not used. However, in light of the impact of the Coronavirus, the Federal Reserve has encouraged banks to utilize their lines to maximize the amount of funding available for credit markets. Accordingly, the Bank has periodically borrowed against its line on an overnight basis. The amount of loans pledged varies and the collateral may be unpledged at any time to the extent the collateral exceeds advances. The line is maintained consistent with the Bank’s liquidity policy which maximizes potential liquidity.

The Company has periodically sponsored the structuring of commercial mortgage loan securitizations. The Company has sponsored six of these securitizations since 2017 which are described in the Company’s 2019 Annual Report on the ~~Statements~~Form 10-K. The loans sold to the commercial mortgage-backed securitizations are transitional commercial mortgage loans which are made to improve and rehabilitate existing properties which are already cash flowing. Servicing rights are not retained. Each of ~~Operations.~~the securitizations is considered a variable interest entity of which the Company is not the primary beneficiary and so are not consolidated in our financial statements. Further, true sale accounting has been applicable to each of the securitizations, as supported by a review performed by an independent third-party consultant. In each of the securitizations, the Company has obtained a tranche of certificates which are accounted for as available-for-sale debt securities. The securities are recorded at fair value at acquisition, which is determined by an independent third party based on the discounted cash flow method using unobservable (level 3) inputs. The loans securitized are structured with some prepayment protection and with extension options which are common for rehabilitation loans. It was expected that those factors would generally offset the impact of prepayments which would therefore not be significant. Accordingly, prepayments on CRE securities were not originally assumed in the first four securitizations. However, as a result of higher than expected prepayments on CRE2, annual prepayments of 15% on CRE5 were assumed, beginning after the first-year anniversary of the CRE5 securitization. For CRE6, there was no premium or discount associated with the tranche purchased and prepayments were accordingly not estimated.

Because of credit enhancements for each security, cash flows were not reduced by expected losses. For each of the securitizations, the Company has recorded a gain which is comprised of (i) the excess of consideration received by the Company in the transaction over the carrying value of the loans at securitization, less related transactions costs incurred; and (ii) the recognition of previously deferred origination and exit fees.

A summary of securitizations and securities obtained from those securitizations for the six month periods ended June 30, 2020 and 2019 is as follows:

In the first quarter of 2019, the Company sponsored The Bancorp Commercial Mortgage 2019-CRE5 Trust, securitizing $518.3 million of loans and recording a $10.8 million gain. The certificates obtained by the Company in the transaction had an acquisition date fair value of $41.6 million based upon an initial discount rate of 4.75%.

The Company analyzes credit risk prior to making loans on an individual loan basis. The Company considers relevant aspects of the

borrowers’ financial position and cash flow, past borrower performance, management’s knowledge of market conditions, collateral and the ratio of loan amounts to estimated collateral value in making its credit determinations.

Major classifications of loans, excluding loans ~~held for sale,~~held-for-sale, are as follows (in thousands):

September 30,

December 31,

2017

2016

SBA non real estate
$                       72,055

$                       74,644
SBA commercial mortgage
132,997

126,159
SBA construction
14,205

8,826
SBA loans *
219,257

209,629
Direct lease financing
369,069

346,645
SBLOC
720,279

630,400
Other specialty lending
36,664

11,073
Other consumer loans
20,107

17,374

1,365,376

1,215,121
Unamortized loan fees and costs
8,684

7,790
Total loans, net of deferred loan fees and costs
$                  1,374,060

$                  1,222,911



	June 30,	December 31,
	2020	2019

SBL non-real estate	$ 293,692	$ 84,579
SBL commercial mortgage	259,020	218,110
SBL construction	33,193	45,310
Small business loans *	585,905	347,999
Direct lease financing	422,505	434,460
SBLOC / IBLOC **	1,287,350	1,024,420
Advisor financing ***	15,529	-
Other specialty lending	2,706	3,055
Other consumer loans ****	4,003	4,554
	2,317,998	1,814,488
Unamortized loan fees and costs	4,739	9,757
Total loans, net of unamortized loan fees and costs	$ 2,322,737	$ 1,824,245


	June 30,	December 31,
	2020	2019

SBL loans, including deferred fees and costs of ($1,970) and $4,215
for June 30, 2020 and December 31, 2019, respectively	$ 583,935	$ 352,214
SBL loans included in held-for-sale	225,401	220,358
Total small business loans	$ 809,336	$ 572,572

* The preceding table shows small business loans, or SBL and SBL held-for-sale at the dates indicated (in thousands). Included in SBL non-real estate loans are $207.9 million of Paycheck Protection Program loans with estimated lives of less than one year. While the majority of SBL are comprised of SBA loans, SBL also includes $22.4 million of non-SBA loans as of June 30, 2020 and $17.0 million at December 31, 2019.

** Securities Backed Lines of Credit, or SBLOC, are collateralized by marketable securities, while Insurance Backed Lines of Credit, or IBLOC, are collateralized by the cash surrender value of insurance policies. At June 30, 2020 and December 31, 2019, respectively, IBLOC loans amounted to $284.3 million and $144.6 million.

*** In 2020, the Company began originating loans to investment advisors for purposes of debt refinance, acquisition of another firm or internal succession. Maximum loan amounts are subject to loan-to-value ratios of 70%, based on third party business appraisals, but may be increased depending upon the debt service coverage ratio. Personal guarantees and blanket business liens are obtained as appropriate.

**** Included in the table above under other consumer loans are demand deposit overdrafts reclassified as loan balances totaling ~~$7.1 million~~$361,000 and ~~$2.4 million~~$882,000 at ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016,~~2019, respectively. ~~Overdraft~~Estimated overdraft charge-offs and recoveries are reflected in the allowance for ~~loan and lease~~credit losses.

* The following table shows SBA loans and SBA loans held for sale at the dates indicated (in thousands):

September 30,

December 31,

2017

2016

SBA loans, including deferred fees and costs
$                     225,909

$                     215,786
SBA loans included in held for sale
160,855

154,016
Total SBA loans
$                     386,764

$                     369,802

The following table provides information about ~~impaired~~ loans individually evaluated for credit loss at ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016~~2019 (in thousands):

Recorded
investment

Unpaid
principal
balance

Related
allowance

Average
recorded
investment

Interest
income
recognized
September 30, 2017

Without an allowance recorded

SBA non real estate
$                      357

$                      357

$                        -

$                      274

$                           -
SBA commercial mortgage
-

-

-

-

-
Direct lease financing
284

396

-

71

-
Consumer - other
-

-

-

-

-
Consumer - home equity
1,700

1,700

-

1,716

-
With an allowance recorded

-
SBA non real estate
2,288

2,288

1,659

2,534

-
SBA commercial mortgage
1,226

1,226

185

761

-
Direct lease financing
-

-

-

506

-
Consumer - other
-

-

-

18

-
Consumer - home equity
-

-

-

-

-
Total

SBA non real estate
2,645

2,645

1,659

2,808

-



	June 30, 2020
	Recorded ‎investment	Unpaid ‎principal ‎balance	Related ‎allowance	Average ‎recorded ‎investment	Interest ‎income ‎recognized
Without an allowance recorded
SBL non-real estate	$ 415	$ 3,567	$ -	$ 339	$ 5
SBL commercial mortgage	2,036	2,036	-	730	-
SBL construction	-	-	-	-	-
Direct lease financing	296	296	-	5,401	-
Consumer - home equity	574	574	-	549	5
With an allowance recorded
SBL non-real estate	2,930	2,930	(1,991)	3,488	22
SBL commercial mortgage	971	971	(136)	971	-
SBL construction	711	711	(25)	711	-
Direct lease financing	2,583	2,583	(536)	831	-
Consumer - home equity	-	-	-	40	-
Total
SBL non-real estate	3,345	6,497	(1,991)	3,827	27
SBL commercial mortgage	3,007	3,007	(136)	1,701	-
SBL construction	711	711	(25)	711	-
Direct lease financing	2,879	2,879	(536)	6,232	-
Consumer - home equity	574	574	-	589	5
	$ 10,516	$ 13,668	$ (2,688)	$ 13,060	$ 32



	December 31, 2019
	Recorded ‎investment	Unpaid ‎principal ‎balance	Related ‎allowance	Average ‎recorded ‎investment	Interest ‎income ‎recognized
Without an allowance recorded
SBL non-real estate	$ 335	$ 2,717	$ -	$ 277	$ 5
SBL commercial mortgage	76	76	-	15	-
SBL construction	-	-	-	284	-
Direct lease financing	286	286	-	362	11
Consumer - home equity	489	489	-	1,161	9
With an allowance recorded
SBL non-real estate	3,804	4,371	(2,961)	3,925	30
SBL commercial mortgage	971	971	(136)	561	-
SBL construction	711	711	(36)	284	-
Direct lease financing	-	-	-	244	-
Consumer - home equity	121	121	(9)	344	-
Total
SBL non-real estate	4,139	7,088	(2,961)	4,202	35
SBL commercial mortgage	1,047	1,047	(136)	576	-
SBL construction	711	711	(36)	568	-
Direct lease financing	286	286	-	606	11
Consumer - home equity	610	610	(9)	1,505	9
	$ 6,793	$ 9,742	$ (3,142)	$ 7,457	$ 55

SBA commercial mortgage
1,226

1,226

185

761

-
Direct lease financing
284

396

-

577

-
Consumer - other
-

-

-

18

-
Consumer - home equity
1,700

1,700

-

1,716

-

5,855

5,967

1,844

5,880

-

The following table summarizes non-accrual loans with and without allowance for credit losses as of the periods indicated (in thousands):


	June 30, 2020			December 31, 2019
	Non-accrual loans with a related ACL *	Non-accrual loans without a related ACL *	Total non-accrual loans	Total non-accrual loans
SBL non-real estate	$ 2,684	$ 363	$ 3,047	$ 3,693
SBL commercial mortgage	971	2,036	3,007	1,047
SBL construction	711	-	711	711
Direct leasing	2,583	296	2,879	-
Consumer	-	313	313	345
	$ 6,949	$ 3,008	$ 9,957	$ 5,796

* Allowance for credit losses

December 31, 2016

Without an allowance recorded

SBA non real estate
$                      191

$                      191

$                        -

$                      336

$                           -
Direct lease financing
-

-

-

-

-
Consumer - other
-

-

-

259

-
Consumer - home equity
1,730

1,730

-

1,187

-
With an allowance recorded

SBA non real estate
2,183

2,183

938

1,277

-
Direct lease financing
734

734

216

147

-
Consumer - other
-

-

-

-

-
Consumer - home equity
-

-

-

549

-
Total

SBA non real estate
2,374

2,374

938

1,613

-
Direct lease financing
734

734

216

147

-
Consumer - other
-

-

-

259

-
Consumer - home equity
1,730

1,730

-

1,736

-

4,838

4,838

1,154

3,755

-

The following tables summarize the Company’s non-accrual loans, loans past due 90 days and still accruing and other real estate owned for the periods indicated ~~(the Company had no non-accrual leases at September 30, 2017 or December 31, 2016)~~ (in thousands):



	September 30,	December 31,	June 30,	December 31,
	2017	2016	2020	2019

Non-accrual loans
SBA non real estate	$ 2,310	$ 1,530
SBA commercial mortgage	1,226	-
SBL non-real estate			$ 3,047	$ 3,693
SBL commercial mortgage			3,007	1,047
SBL construction			711	711
Direct leasing			2,879	-
Consumer	1,417	1,442	313	345
Total non-accrual loans	4,953	2,972	9,957	5,796

Loans past due 90 days or more	354	661
Loans past due 90 days or more and still accruing			352	3,264
Total non-performing loans	5,307	3,633	10,309	9,060
Other real estate owned	-	104	-	-
Total non-performing assets	$ 5,307	$ 3,737	$ 10,309	$ 9,060

Interest which would have been earned on loans classified as non-accrual for the six months ended June 30, 2020 and 2019, was $214,000 and $227,000, respectively. NaN income on non-accrual loans was recognized during the six months ended June 30, 2020. In the six months ended June 30, 2020 a total of $197,000 was reversed from interest income, which represented interest accrued on loans placed into non-accrual status during the period.

The Company’s loans that were modified as of ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016~~2019 and considered troubled debt restructurings are as follows (dollars in thousands):



	September 30, 2017			December 31, 2016			June 30, 2020			December 31, 2019
	Number	Pre-modification recorded investment	Post-modification recorded investment	Number	Pre-modification recorded investment	Post-modification recorded investment	Number	Pre-modification recorded investment	Post-modification recorded investment	Number	Pre-modification recorded investment	Post-modification recorded investment
SBA non real estate	4	$ 1,013	$ 1,013	2	$ 844	$ 844
SBL non-real estate							8	$ 944	$ 944	8	$ 1,309	$ 1,309
Direct lease financing	1	285	285	1	734	734	1	273	273	1	286	286
Consumer	2	541	541	1	288	288	2	479	479	2	489	489
Total	7	$ 1,839	$ 1,839	4	$ 1,866	$ 1,866	11	$ 1,696	$ 1,696	11	$ 2,084	$ 2,084

The balances below provide information as to how the loans were modified as troubled debt ~~restructurings~~restructuring loans as of ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016~~2019 (in thousands):



	September 30, 2017			December 31, 2016			June 30, 2020			December 31, 2019
	Adjusted interest rate	Extended maturity	Combined rate and maturity	Adjusted interest rate	Extended maturity	Combined rate and maturity	Adjusted interest rate	Extended maturity	Combined rate and maturity	Adjusted interest rate	Extended maturity	Combined rate and maturity
SBA non real estate	$ -	$ 144	$ 869	$ -	$ 144	$ 700
SBL non-real estate							$ -	$ 32	$ 912	$ -	$ 51	$ 1,258
Direct lease financing	-	-	285	-	-	734	-	273	-	-	286	-
Consumer	-	-	541	-	-	288	-	-	479	-	-	489
Total	$ -	$ 144	$ 1,695	$ -	$ 144	$ 1,722	$ -	$ 305	$ 1,391	$ -	$ 337	$ 1,747

Number

Pre-modification recorded investment
SBA non real estate

2

$ 679
Total

2

$ 679

As In February 2020, a single borrower came under financial stress and agreed to an orderly liquidation of ~~September 30, 2017~~vehicles collateralizing their $15.3 million loan balance at March 31, 2020, which was reflected in the direct lease financing balance and ~~December 31, 2016, the Company had no commitments to lend additional funds to loan customers whose loan terms have been modified~~ in troubled debt ~~restructurings.~~restructurings at that date. The borrower subsequently filed for bankruptcy and the bankruptcy court gave us permission to sell the vehicles which were transferred to other assets as of June 30, 2020. We have begun selling the vehicles to repay the $13.3 million outstanding loan balance at June 30, 2020. While estimates of the disposition value of the vehicles exceed the balance due for this loan, there can be no assurance that all amounts will be fully collected or recovered from vehicle sales. Collection will depend on the strength of used vehicle markets which is difficult to predict.

The Company had 0 commitments to extend additional credit to loans classified as troubled debt restructurings as of June 30, 2020 or December 31, 2019.

When loans are classified as troubled debt restructurings, the loans are evaluated to assess repayment. If foreclosure is probable, collateral is valued and a specific reserve is established if the collateral valuation, less disposition costs, is lower than the recorded loan value. As of June 30, 2020, there were 11 troubled debt restructured loans with a balance of $1.7 million which had specific reserves of $510,000. All of these reserves related to the non-guaranteed portion of SBA loans for start-up businesses.

Effective January 1, 2020, current expected credit loss, or CECL, accounting replaced the prior incurred loss model that recognized losses when it became probable that a credit loss would be incurred, with a new requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the allowance when they are deemed uncollectible. Loans are deemed uncollectible based on individual facts and circumstances including the quality of repayment sources, the length of collection efforts and the probability and timing of recoveries. During the first quarter of 2020, upon adoption of the guidance, the allowance for credit losses was increased by $2.6 million. Additionally, $569,000 was established as an allowance for off-balance sheet credit losses (for unfunded loan commitments) and recorded in other liabilities. These amounts did not impact our Consolidated Statement of Operations, as the guidance required these cumulative differences between the two accounting conventions to flow through retained earnings, net of their income tax benefit. The following table shows the effect of the adoption of CECL as of January 1, 2020 and the June 30, 2020 allowance for credit loss (in thousands).


	December 31, 2019		January 1, 2020		June 30, 2020
	Incurred loss method		CECL (day 1 adoption)		CECL
	Amount	% of Segment	Amount	% of Segment	Amount	% of Segment
Allowance for credit losses on loans and leases
SBL non real estate	$ 4,914	8.33%	$ 4,766	8.08%	$ 4,726	1.61%
SBL commercial mortgage	1,458	0.71%	2,009	0.98%	2,614	1.01%
SBL construction	432	0.95%	571	1.26%	513	1.55%
Direct lease financing	2,426	0.56%	4,788	1.10%	5,808	1.34%
SBLOC	440	0.05%	440	0.05%	501	0.05%
IBLOC	113	0.08%	72	0.05%	142	0.05%
Advisor financing	-	0.00%	-	0.00%	116	0.75%
Other specialty lending (1)	97	0.39%	170	0.40%	153	5.65%
Consumer - other	40	0.88%	58	1.27%	52	1.30%
Unallocated	318		-		-	0.00%
	$ 10,238	0.56%	$ 12,874	0.71%	$ 14,625	0.63%

Liabilities:
Allowance for credit losses on off-balance sheet credit exposures	-		569		864
Total allowance for credit losses	$ 10,238		$ 13,443		$ 15,489

(1) Included in other specialty lending are $36.6 million of SBA loans purchased for Community Reinvestment Act purposes. These loans are classified as SBL loans in our loan tables.

Management estimates the allowance using relevant available internal and external historical loan performance information, current economic conditions and reasonable and supportable forecasts. Historical credit loss experience provides the initial basis for the estimation of expected credit losses over the lifetime of loans. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, credit quality, or term as well as for changes in economic conditions.

The methodology used in the estimation of the allowance, which is performed at least quarterly, is designed to be responsive to changes in portfolio credit quality and the impact of current and future economic conditions on loan performance. The review of the appropriateness of the allowance is performed by the Chief Credit Officer and presented to the audit committee for their review. The allowance for credit losses is comprised of reserves, based on loan pools with similar risk characteristics based on a lifetime loss-rate model. Loans that do not share risk characteristics are evaluated on an individual basis. If foreclosure is believed to be probable or repayment is expected from the sale of the collateral, a reserve for deficiency is established within the allowance. Expected credit losses are based on the difference between loan principal and the estimated fair value of the collateral, adjusted for disposition costs as appropriate.

For purposes of determining the pool-basis reserve, the loans not assigned an individual reserve are segregated by product type, to recognize differing risk profiles within portfolio segments. A historical loss rate is calculated for each product type, except SBLOC and IBLOC, based upon historical net charge-offs for that product. The loss rate is determined by classifying charge-off losses according to the year the related loans were originated, which is referred to as vintage analysis. The loss rate is then projected over the estimated remaining loan lives unique to each loan pool, to determine estimated lifetime losses. For SBLOC and IBLOC, since losses have not been incurred, probability of loss/loss given default considerations are utilized. Additionally, we add to the allowance a component for each pool based upon qualitative factors such as the Company’s current loan performance statistics as determined by pool. A similar process is employed to calculate a reserve assigned to off-balance sheet commitments, which are comprised of unfunded loan commitments and letters of credit. That reserve is recorded in other liabilities. The qualitative factors are intended to address factors that may not be reflected in historical loss rates and otherwise unaccounted for in the quantitative process. For periods beyond which we are able to develop reasonable and supportable forecasts, our model reverts to the historical loss rate. Even though portions of the allowance may be allocated to specific loans, the entire allowance is available for any credit that, in management’s judgment, should be charged off.

The Company ranks its qualitative factors in five levels: minimal risk, low, moderate, moderate-high and high. When the Company adopted CECL as of January 1, 2020, the management assumption was that some degree of economic slowdown should be considered over the next eighteen months. That belief reflected the length of the current economic expansion and the relatively high level of unsustainable deficit spending. Accordingly, certain of the Company’s qualitative factors were set at moderate as of January 1, 2020. Based on the uncertainty as to how the Coronavirus would impact the Company’s loan pools, the Company increased other economic qualitative factors to moderate at June 30, 2020. For the non-guaranteed portion of SBA loans, the Company’s loss forecasting included

a review of industry statistics; however, for that and its niche loan categories, the Company’s own charge-off history was the primary quantitative element in the forecasts.

Below are the portfolio segments used to pool loans with similar risk characteristics and align with our methodology for measuring expected credit losses. These pools have similar collateral characteristics, and certain of these pools are broken down in determining and applying the vintage loss estimates previously discussed. For instance, direct lease financing analyzes government and public leases separately. A summary of our primary portfolio pools is as follows:


As of June 30, 2020	2020	2019	2018	2017	2016	Prior	Revolving loans at amortized cost	Total
SBL non real estate
Non-rated	$ 205,247	$ -					$ -	$ 205,247
Pass (I-IV)	5,484	9,701	12,809	7,124	7,887	11,923	-	54,928
Special mention	-	-	1,164	43	534	750	-	2,491
Substandard	-	43	-	635	1,386	1,929	-	3,993
Total SBL non-real estate	210,731	9,744	13,973	7,802	9,807	14,602	-	266,659

SBL commercial mortgage
Non-rated	7,037	8,795	-	-	-	-	-	15,832
Pass (I-IV)	11,840	53,823	44,165	43,370	32,767	37,966	-	223,931
Special mention	-	-	-	-	-	261	-	261
Substandard	-	-	-	-	76	8,098	-	8,174
Total SBL commercial mortgage	18,877	62,618	44,165	43,370	32,843	46,325	-	248,198

SBL construction
Non-rated	382	-	-	-	-	-	-	382
Pass (I-IV)	698	16,907	14,878	-	-	-	-	32,483
Special mention	-	-	-	-	-	-	-	-
Substandard	-	-	-	-	711	-	-	711
Total SBL construction	1,080	16,907	14,878	-	711	-	-	33,576

Direct lease financing
Non-rated	5,235	3,839	2,837	1,421	763	62	-	14,157
Pass (I-IV)	157,214	114,013	69,443	38,538	16,872	4,755	-	400,835
Special mention	-	-	-	-	8	-	-	8
Substandard	5,703	315	529	224	674	61	-	7,506
Total direct lease financing	168,152	118,167	72,809	40,183	18,317	4,878	-	422,506

SBLOC
Non-rated	-	-	-	-	-	-	19,126	19,126
Pass (I-IV)	-	-	-	-	-	-	987,668	987,668
Special mention	-	-	-	-	-	-	-	-
Substandard	-	-	-	-	-	-	-	-
Total SBLOC	-	-	-	-	-	-	1,006,794	1,006,794

IBLOC
Non-rated	-	-	-	-	-	-	75,814	75,814
Pass (I-IV)	-	-	-	-	-	-	208,486	208,486
Special mention	-	-	-	-	-	-	-	-
Substandard	-	-	-	-	-	-	-	-
Total IBLOC	-	-	-	-	-	-	284,300	284,300

Other specialty
Non-rated	2,696	-	-	-	-	-	-	2,696
Pass (I-IV)	117	3,688	7,001	7,202	7,221	13,108	-	38,337
Special mention	-	-	-	-	-	-	-	-
Substandard	-	-	-	-	-	-	-	-
Total other specialty	2,813	3,688	7,001	7,202	7,221	13,108	-	41,033

Advisor financing
Non-rated	140	-	-	-	-	-	-	140
Pass (I-IV)	15,529	-	-	-	-	-	-	15,529
Special mention	-	-	-	-	-	-	-	-
Substandard	-	-	-	-	-	-	-	-
Total advisor financing	15,669	-	-	-	-	-	-	15,669

Consumer
Non-rated	521	-	-	16	-	1,682	-	2,219
Pass (I-IV)	-	-	-	-	-	1,471	-	1,471
Special mention	-	-	-	-	-	-	-	-
Substandard	-	-	-	-	-	312	-	312
Total consumer	521	-	-	16	-	3,465	-	4,002
Total	$ 417,843	$ 211,124	$ 152,826	$ 98,573	$ 68,899	$ 82,378	$ 1,291,094	$ 2,322,737

SBL. Substantially all of our small business loans consist of SBA loans. We participate in three loan programs established by the SBA: the 7(a) Loan Guarantee Program and the 504 Fixed Asset Financing Program. The 7(a) Loan Guarantee Program is designed to help small business borrowers start or expand their businesses by providing partial guarantees of loans made by banks and non-bank lending institutions for specific business purposes, including long or short term working capital; funds for the purchase of equipment, machinery, supplies and materials; funds for the purchase, construction or renovation of real estate; and funds to acquire, operate or expand an existing business or refinance existing debt, all under conditions established by the SBA. The 504 Fixed Asset Financing Program includes the financing of real estate and commercial mortgages. In 2020, we are participating in the Paycheck Protection Program, which provides short-term loans to small businesses, which are fully guaranteed by the U.S. government. This program was a specific response to the Coronavirus, and these loans are expected to be off the books within one year of their origination. We segment the SBL portfolio into three pools: non real estate, commercial mortgage and construction to capture the risk characteristics of each pool. The qualitative factors for SBL loans focus on pool loan performance, underlying collateral for collateral dependent loans and changes in economic conditions. Additionally, the construction segment adds a qualitative factor for general construction risk.

Direct lease financing. We provide lease financing for commercial and government vehicle fleets and, to a lesser extent, provide lease financing for other equipment. Our leases are either open-end or closed-end. An open-end lease is one in which, at the end of the lease term, the lessee must pay us the difference between the amount at which we sell the leased asset and the stated termination value. Termination value is a contractual value agreed to by the parties at the inception of a lease as to the value of the leased asset at the end of the lease term. A closed-end lease is one for which no such payment is due on lease termination. In a closed-end lease, the risk that the amount received on a sale of the leased asset will be less than the residual value is assumed by us, as lessor. The qualitative factors for all direct lease financing focus on underlying collateral for collateral dependent loans, portfolio loan performance, concentrations and changes in economic conditions.

SBLOC. Our SBLOC loans to individuals, trusts and entities are secured by a pledge of marketable securities maintained in one or more accounts with respect to which we obtain a securities account control agreement. The securities pledged may be either debt or equity securities or a combination thereof, but all such securities must be listed for trading on a national securities exchange or automated inter-dealer quotation system. SBLOCs are typically payable on demand. Maximum SBLOC line amounts are calculated by applying a standard ‘advance rate’ calculation against the eligible security type depending on asset class: typically up to 50% for equity securities and mutual fund securities and 80% for investment grade (Standard & Poor’s rating of BBB- or higher, or Moody’s rating of Baa3 or higher) municipal or corporate debt securities. Substantially all SBLOCs have full recourse to the borrower. The underlying securities collateral for our SBLOC loans are monitored on a daily basis to confirm the composition of the client portfolio and its daily market value. The primary qualitative factor in the SBLOC analysis is the ratio of loans outstanding to market value. This factor has been maintained at low levels, as 0 losses were incurred during the first quarter of 2020, notwithstanding historic declines in equity markets. Further significant losses have not been incurred since inception of this line of business. Additionally, the advance rates noted above were set to anticipate even higher potential market declines in the future.

IBLOC. Our IBLOC loans are collateralized by the cash surrender value of insurance policies. Should a loan default, the primary risks for IBLOCs are if the insurance company issuing the policy were to become insolvent, or if that company would fail to recognize the Bank’s assignment of policy proceeds. To mitigate these risks, insurance company ratings are periodically evaluated for compliance with Bank standards. Additionally, the Bank utilizes assignments of cash surrender value which legal counsel has concluded are enforceable. The qualitative factors for IBLOC primarily focus on the concentration risk with insurance companies, should they err in their procedures.

Advisor financing. In 2020, we began originating loans to investment advisors for purposes of debt refinance, acquisition of another firm or internal succession. Maximum loan amounts are subject to loan-to-value ratios of 70%, based on third party business appraisals, but may be increased depending upon the debt service coverage ratio. Personal guarantees and blanket business liens are obtained as appropriate. The qualitative factors for advisor financing focus on changes in the lending policies and procedures, changes in economic conditions and portfolio performance.

Other specialty lending and consumer loans. Our other specialty lending loans and consumer loans are categories of loans which we generally no longer offer. The loans primarily are consumer loans and home equity loans. The qualitative factors for all other specialty lending and consumer loans focus on changes in the underlying collateral for collateral dependent loans, portfolio loan performance, concentrations and changes in economic conditions.

Expected credit losses are estimated over the estimated remaining lives of loans. The estimate excludes possible extensions, renewals and modifications unless either of the following applies: management has a reasonable expectation that a loan will be restructured, or the extension or renewal options are included in the borrower contract and are not unconditionally cancellable by us.

We do not measure an allowance for credit losses on accrued interest receivable balances because these balances are written off in a timely manner as a reduction to interest income when loans are placed on non-accrual status.

Allowance for credit losses on off-balance sheet credit exposures. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted through the provision for credit losses. The estimate considers the likelihood that funding will occur over the estimated life of the commitment. The amount of the allowance in the liability account as of June 30, 2020 was $864,000.

A detail of the changes in the allowance for ~~loan and lease~~credit losses by loan category and summary of loans evaluated individually and collectively for impairment is as follows (in thousands):



	SBA non real estate	SBA commercial mortgage	SBA construction	Direct lease financing	SBLOC	Other specialty lending	Other consumer loans	Unallocated	Total	June 30, 2020
September 30, 2017
Beginning balance	$ 1,976	$ 737	$ 76	$ 1,994	$ 315	$ 32	$ 975	$ 227	$ 6,332
										SBL non-real estate	SBL commercial mortgage	SBL construction	Direct lease financing	SBLOC / IBLOC	Advisor financing	Other specialty lending	Other consumer loans	Unallocated	Total
Beginning 12/31/2019										$ 4,985	$ 1,472	$ 432	$ 2,426	$ 553	$ -	$ 12	$ 40	$ 318	$ 10,238
1/1 CECL adjustment										(220)	537	139	2,362	(41)	-	158	20	(318)	2,637
Charge-offs	(343)	-	-	(780)	-	-	(113)	-	(1,236)	(1,048)	-	-	(1,552)	-	-	-	-	-	(2,600)
Recoveries	13	-	-	-	-	-	24	-	37	60	-	-	84	-	-	-	-	-	144
Provision (credit)	1,576	521	22	196	45	36	(220)	(26)	2,150	949	605	(58)	2,488	131	116	(17)	(8)	-	4,206
Ending balance	$ 3,222	$ 1,258	$ 98	$ 1,410	$ 360	$ 68	$ 666	$ 201	$ 7,283	$ 4,726	$ 2,614	$ 513	$ 5,808	$ 643	$ 116	$ 153	$ 52	$ -	$ 14,625

Ending balance: Individually evaluated for impairment	$ 1,659	$ 185	$ -	$ -	$ -	$ -	$ -	$ -	$ 1,844
Ending balance: Individually evaluated for expected credit loss										$ 1,991	$ 136	$ 26	$ 536	$ -	$ -	$ -	$ -	$ -	$ 2,689

Ending balance: Collectively evaluated for impairment	$ 1,563	$ 1,073	$ 98	$ 1,410	$ 360	$ 68	$ 666	$ 201	$ 5,439
Ending balance: Collectively evaluated for expected credit loss										$ 2,735	$ 2,478	$ 487	$ 5,272	$ 643	$ 116	$ 153	$ 52	$ -	$ 11,936

Loans:
Ending balance	$ 72,055	$ 132,997	$ 14,205	$ 369,069	$ 720,279	$ 36,664	$ 20,107	$ 8,684	$ 1,374,060	$ 293,692	$ 259,020	$ 33,193	$ 422,505	$ 1,287,350	$ 15,529	$ 2,706	$ 4,003	$ 4,739	$ 2,322,737

Ending balance: Individually evaluated for expected credit loss										$ 3,345	$ 3,007	$ 711	$ 2,879	$ -	$ -	$ -	$ 574	$ -	$ 10,516

Ending balance: Collectively evaluated for expected credit loss										$ 290,347	$ 256,013	$ 32,482	$ 419,626	$ 1,287,350	$ 15,529	$ 2,706	$ 3,429	$ 4,739	$ 2,312,221



	December 31, 2019
	SBL non-real estate	SBL commercial mortgage	SBL construction	Direct lease financing	SBLOC / IBLOC	Other specialty lending	Other consumer loans	Unallocated	Total
Beginning 1/1/2019	$ 4,636	$ 941	$ 250	$ 2,025	$ 393	$ 60	$ 108	$ 240	$ 8,653
Charge-offs	(1,362)	-	-	(528)	-	-	(1,103)	-	(2,993)
Recoveries	125	-	-	51	-	-	2	-	178
Provision (credit)	1,586	531	182	878	160	(48)	1,033	78	4,400
Ending balance	$ 4,985	$ 1,472	$ 432	$ 2,426	$ 553	$ 12	$ 40	$ 318	$ 10,238

Ending balance: Individually evaluated for impairment	$ 2,961	$ 136	$ 36	$ -	$ -	$ -	$ 9	$ -	$ 3,142

Ending balance: Collectively evaluated for impairment	$ 2,024	$ 1,336	$ 396	$ 2,426	$ 553	$ 12	$ 31	$ 318	$ 7,096	-
										-
Loans:
Ending balance	$ 84,579	$ 218,110	$ 45,310	$ 434,460	$ 1,024,420	$ 3,055	$ 4,554	$ 9,757	$ 1,824,245	-

2129

Ending balance: Individually evaluated for impairment

$              2,645

$              1,226

$                      -

$                284

$                   -

$                 -

$           1,700

$                      -

$                5,855

Ending balance: Collectively evaluated for impairment

$            69,410

$          131,771

$            14,205

$         368,785

$       720,279

$        36,664

$         18,407

$              8,684

$         1,368,205

Ending balance: Individually evaluated for impairment	$ 4,139	$ 1,047	$ 711	$ 286	$ -	$ -	$ 610	$ -	$ 6,793

Ending balance: Collectively evaluated for impairment	$ 80,440	$ 217,063	$ 44,599	$ 434,174	$ 1,024,420	$ 3,055	$ 3,944	$ 9,757	$ 1,817,452	-



December 31, 2016
Beginning balance	$ 844	$ 408	$ 48	$ 1,022	$ 762	$ 199	$ 936	$ 181	$ 4,400
										June 30, 2019
										SBL non-real estate	SBL commercial mortgage	SBL construction	Direct lease financing	SBLOC	Other specialty lending	Other consumer loans	Unallocated	Total
Beginning 1/1/2019										$ 4,636	$ 941	$ 250	$ 2,025	$ 393	$ 60	$ 108	$ 240	$ 8,653
Charge-offs	(128)	-	-	(119)	-	-	(1,211)	-	(1,458)	(893)	-	-	(185)	-	-	(2)	-	(1,080)
Recoveries	1	-	-	17			12	-	30	100	-	-	16	-	-	-	-	116
Provision (credit)	1,259	329	28	1,074	(447)	(167)	1,238	46	3,360	1,306	274	39	735	51	(47)	(32)	(26)	2,300
Ending balance	$ 1,976	$ 737	$ 76	$ 1,994	$ 315	$ 32	$ 975	$ 227	$ 6,332	$ 5,149	$ 1,215	$ 289	$ 2,591	$ 444	$ 13	$ 74	$ 214	$ 9,989

Ending balance: Individually evaluated for impairment	$ 938	$ -	$ -	$ 216	$ -	$ -	$ -	$ -	$ 1,154	$ 3,164	$ 71	$ -	$ 145	$ -	$ -	$ 15	$ -	$ 3,395

Ending balance: Collectively evaluated for impairment	$ 1,038	$ 737	$ 76	$ 1,778	$ 315	$ 32	$ 975	$ 227	$ 5,178	$ 1,985	$ 1,144	$ 289	$ 2,446	$ 444	$ 13	$ 59	$ 214	$ 6,594

Loans:
Ending balance	$ 74,644	$ 126,159	$ 8,826	$ 346,645	$ 630,400	$ 11,073	$ 17,374	$ 7,790	$ 1,222,911	$ 75,475	$ 189,427	$ 29,298	$ 407,907	$ 837,672	$ 3,432	$ 7,898	$ 10,342	$ 1,561,451

Ending balance: Individually evaluated for impairment	$ 2,374	$ -	$ -	$ 734	$ -	$ -	$ 1,730	$ -	$ 4,838	$ 4,290	$ 458	$ 710	$ 636	$ -	$ -	$ 1,726	$ -	$ 7,820

Ending balance: Collectively evaluated for impairment	$ 72,270	$ 126,159	$ 8,826	$ 345,911	$ 630,400	$ 11,073	$ 15,644	$ 7,790	$ 1,218,073	$ 71,185	$ 188,969	$ 28,588	$ 407,271	$ 837,672	$ 3,432	$ 6,172	$ 10,342	$ 1,553,631

September 30, 2016

Beginning balance

$                844

$                408

$                  48

$             1,022

$              762

$              199

$              936

$                181

4,400
Charge-offs

(76)

-

-

(63)

-

-

(39)

-

(178)
Recoveries

1

-

-

18

-

-

7

-

26
Provision (credit)

1,179

343

7

568

(451)

(143)

176

131

1,810
Ending balance

$             1,948

$                751

$                  55

$             1,545

$              311

$                56

$           1,080

$                312

$                6,058

Ending balance: Individually evaluated for impairment

$                939

$                     -

$                     -

$                     -

$                   -

$                  -

$              474

$                     -

$                1,413

Ending balance: Collectively evaluated for impairment

$             1,009

$                751

$                  55

$             1,545

$              311

$                56

$              606

$                312

$                4,645

Loans:

Ending balance

$           74,262

$         117,053

$             6,317

$         332,632

$       621,456

$         20,076

$         19,375

$             7,066

$         1,198,237

Ending balance: Individually evaluated for impairment

$             2,774

$                     -

$                     -

$                     -

$                   -

$                  -

$           2,707

$                     -

$                5,481

Ending balance: Collectively evaluated for impairment

$           71,488

$         117,053

$             6,317

$         332,632

$       621,456

$         20,076

$         16,668

$             7,066

$         1,192,756

The Company did ~~not~~0t have loans acquired with deteriorated credit quality at either ~~September~~June 30, ~~2017~~2020 or December 31, ~~2016.~~2019.

A detail of the Company’s delinquent loans by loan category is as follows (in thousands):



	30-59 Days	60-89 Days	90 Days		Total		Total	June 30, 2020
September 30, 2017	past due	past due	or greater	Non-accrual	past due	Current	loans
SBA non real estate	$ 272	$ 165	$ -	$ 2,310	$ 2,747	$ 69,308	$ 72,055
SBA commercial mortgage	-	-	-	1,226	1,226	131,771	132,997
SBA construction	-	-	-	-	-	14,205	14,205
								30-59 Days	60-89 Days	90+ Days		Total		Total
								past due	past due	still accruing	Non-accrual	past due	Current	loans
SBL non-real estate								$ 2,376	$ 1,749	$ 347	$ 3,047	$ 7,519	$ 286,173	$ 293,692
SBL commercial mortgage								3,638	311	-	3,007	6,956	252,064	259,020
SBL construction								-	-	-	711	711	32,482	33,193
Direct lease financing	5,065	1,060	354	-	6,479	362,590	369,069	534	534	5	2,879	3,952	418,553	422,505
SBLOC	-	-	-	-	-	720,279	720,279
SBLOC / IBLOC								107	1,054	-	-	1,161	1,286,189	1,287,350
Advisor financing								-	-	-	-	-	15,529	15,529
Other specialty lending	-	-	-	-	-	36,664	36,664	-	-	-	-	-	2,706	2,706
Consumer - other	-	-	-	-	-	9,585	9,585	-	-	-	-	-	761	761
Consumer - home equity	144	-	-	1,417	1,561	8,961	10,522	-	-	-	313	313	2,929	3,242
Unamortized loan fees and costs	-	-	-	-	-	8,684	8,684	-	-	-	-	-	4,739	4,739
	$ 5,481	$ 1,225	$ 354	$ 4,953	$ 12,013	$ 1,362,047	$ 1,374,060	$ 6,655	$ 3,648	$ 352	$ 9,957	$ 20,612	$ 2,302,125	$ 2,322,737

30-59 Days

60-89 Days

90 Days

Total

Total
December 31, 2016

past due

past due

or greater

Non-accrual

past due

Current

loans
SBA non real estate

$                   559

$                      -

$                        -

$                1,530

$                2,089

$               72,555

$               74,644
SBA commercial mortgage

-

-

-

-

-

126,159

126,159
SBA construction

-

-

-

-

-

8,826

8,826
Direct lease financing

11,856

1,998

661

-

14,515

332,130

346,645
SBLOC

-

-

-

-

-

630,400

630,400
Other specialty lending

-

-

-

-

-

11,073

11,073
Consumer - other

-

-

-

-

-

5,403

5,403
Consumer - home equity

155

-

-

1,442

1,597

10,374

11,971
Unamortized loan fees and costs

-

-

-

-

-

7,790

7,790

$              12,570

$               1,998

$                   661

$                2,972

$              18,201

$          1,204,710

$          1,222,911

‎



	December 31, 2019
	30-59 Days	60-89 Days	90+ Days		Total		Total
	past due	past due	still accruing	Non-accrual	past due	Current	loans
SBL non-real estate	$ 36	$ 125	$ -	$ 3,693	$ 3,854	$ 80,725	$ 84,579
SBL commercial mortgage	-	1,983	-	1,047	3,030	215,080	218,110
SBL construction	-	-	-	711	711	44,599	45,310
Direct lease financing	2,008	2,692	3,264	-	7,964	426,496	434,460
SBLOC / IBLOC	290	75	-	-	365	1,024,055	1,024,420
Other specialty lending	-	-	-	-	-	3,055	3,055
Consumer - other	-	-	-	-	-	1,137	1,137
Consumer - home equity	-	-	-	345	345	3,072	3,417
Unamortized loan fees and costs	-	-	-	-	-	9,757	9,757
	$ 2,334	$ 4,875	$ 3,264	$ 5,796	$ 16,269	$ 1,807,976	$ 1,824,245

The Company evaluates its loans under an internal loan risk rating system as a means of identifying problem loans. The special mention classification indicates weaknesses that may, if not cured, threaten the borrower’s future repayment ability. A substandard classification reflects an existing weakness indicating the possible inadequacy of net worth and other repayment sources. These classifications are used both by regulators and peers as they have been correlated with an increased probability of credit losses. The following table provides information by credit risk rating indicator for each segment of the loan portfolio, excluding loans ~~held for sale,~~held-for-sale, at ~~the dates indicated~~December 31, 2019 (in thousands):

September 30, 2017

Pass

Special mention

Substandard

Doubtful

Loss

Unrated subject to review *

Unrated not subject to review *

Total loans
SBA non real estate

$           44,996

$            3,981

$            4,107

$                   -

$                    -

$                        -

$                 18,971

$              72,055
SBA commercial mortgage

110,059

279

1,226

-

-

2,163

19,270

132,997
SBA construction

14,205

-

-

-

-

-

-

14,205
Direct lease financing

193,792

-

2,770

-

-

8,733

163,774

369,069
SBLOC

357,906

-

-

-

-

-

362,373

720,279
Other specialty lending

36,664

-

-

-

-

-

-

36,664
Consumer

8,791

283

1,885

-

-

-

9,148

20,107
Unamortized loan fees and costs

-

-

-

-

-

-

8,684

8,684

$         766,413

$            4,543

$            9,988

$                   -

$                    -

$              10,896

$               582,220

$         1,374,060

December 31, 2016

SBA non real estate

$           51,437

$            2,723

$            3,628

$                   -

$                    -

$                        -

$                 16,856

$              74,644
SBA commercial mortgage

92,485

-

-

-

-

15,164

18,510

126,159
SBA construction

8,060

-

-

-

-

-

766

8,826
Direct lease financing

122,571

-

3,736

-

-

30,881

189,457

346,645
SBLOC

277,489

-

-

-

-

-

352,911

630,400
Other specialty lending

11,073

-

-

-

-

-

-

11,073
Consumer

9,837

288

2,312

-

-

-

4,937

17,374
Unamortized loan fees and costs

-

-

-

-

-

-

7,790

7,790

$         572,952

$            3,011

$            9,676

$                   -

$                    -

$              46,045

$               591,227

$         1,222,911



	Pass	Special mention	Substandard	Doubtful	Loss	Unrated subject to review *	Unrated not subject to review *	Total loans
SBL non-real estate	$ 76,108	$ 3,045	$ 4,430	$ -	$ -	$ -	$ 996	$ 84,579
SBL commercial mortgage	208,809	2,249	5,577	-	-	-	1,475	218,110
SBL construction	44,599	-	711	-	-	-	-	45,310
Direct lease financing	420,289	-	8,792	-	-	-	5,379	434,460
SBLOC / IBLOC	942,858	-	-	-	-	-	81,562	1,024,420
Other specialty lending	3,055	-	-	-	-	-	-	3,055
Consumer	2,545	-	345	-	-	-	1,664	4,554
Unamortized loan fees and costs	-	-	-	-	-	-	9,757	9,757
	$ 1,698,263	$ 5,294	$ 19,855	$ -	$ -	$ -	$ 100,833	$ 1,824,245

* For information on targeted loan review thresholds see “Allowance for Loan Losses” in the 2019 Form 10-K Report in the loans footnoteand in this Form 10-Q in the Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Note 7. Transactions with Affiliates

The Bank ~~maintains~~did 0t maintain any deposits for various affiliated companies ~~totaling approximately $3.5 million and $5.5 million~~ as of ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016,~~2019, respectively.

The Bank has entered into lending transactions in the ordinary course of business with directors, executive officers, principal stockholders and affiliates of such persons.All loans were made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans with persons not related to the ~~Bank.~~lender. At ~~September~~June 30, ~~2017,~~2020, these loans were current as to principal and interest payments and did not involve more than normal risk of collectability. Loans to these related parties ~~included in Loans, net of deferred loan fees and costs,~~ amounted to ~~$1.4~~$2.3 million at ~~September~~June 30, ~~2017~~2020 and ~~$649,000 at~~ December 31, ~~2016.~~2019, respectively.

The Bank periodically purchases securities under agreements to resell and ~~engages~~engaged in other securities ~~transactions as follows. The Company executed~~ transactions through J.V.B. Financial Group, LLC, ~~(JVB),~~or JVB, a broker dealer in which the Company’s Chairman is a registered representative and has a minority interest. The Company’s Chairman also serves as ~~Vice Chairman~~the President, a director and the Chief Investment Officer of Cohen & Company Financial Limited (formerly Euro Dekania Management Ltd.), a wholly-owned subsidiary of Cohen & Company Inc. (formerly Institutional Financial Markets Inc.), the parent company of JVB. In ~~2017,~~the first six months of 2020, the Company did 0t purchase any securities from JVB. In the first six months of 2019, the Company purchased ~~$2.8 million~~$755,000 of government guaranteed SBA loans ~~from JVB~~ for Community Reinvestment Act ~~purposes.~~purposes from JVB. Prices for these securities are verified to market rates and no separate commissions or fees are paid to that firm. The Company ~~also~~has historically purchased securities under agreements to resell through JVB primarily consisting of ~~G.N.M.A.~~Government National Mortgage Association certificates which are full faith and credit obligations of the United States government issued at competitive rates. JVB was in compliance with all of the terms of the agreements at ~~September~~June 30, ~~2017~~2020 and had complied with all terms for all prior repurchase agreements. There were ~~$65.1 million and $39.2 million of~~0 repurchase agreements with JVB outstanding at ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016,~~2019, respectively.

Mr. Hersh Kozlov, a director of the Company, is a partner at Duane Morris LLP, an international law firm. The Company paid Duane Morris LLP ~~$2.5 million~~$734,000 and ~~$2.4 million~~$692,000 for legal services for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~September 30, 2016,~~2019, respectively.

Note 8. Fair Value Measurements

ASC 825, ~~“ Financial Instruments Available for Sale”~~“Financial Instruments”, requires disclosure of the estimated fair value of an entity’s assets and liabilities considered to be financial instruments. For the Company, as for most financial institutions, the majority of its assets and liabilities are considered to be financial instruments. However, many such instruments lack an available trading market as characterized by a willing

buyer and willing seller engaging in an exchange transaction. Accordingly, estimated fair values are determined by the Company using the best available data and an estimation methodology it believes to be suitable for each category of financial instruments. Also, it is the Company’s general practice and intent to hold its financial instruments to maturity whether or not categorized as “available-for-sale” and not to engage in trading or sales activities, except for the sale of commercial loans to secondary markets. For fair value disclosure purposes, the Company utilized certain value measurement criteria required under ~~the~~ ASC 820, “Fair Value Measurements and Disclosures”, ~~and~~as discussed below.

~~Estimated fair values have been determined by the Company using the best available data and an estimation methodology it believes to be suitable for each category of financial instruments.~~ Changes in the assumptions or methodologies used to estimate fair values may materially affect the estimated amounts. Also, there may not be reasonable comparability between institutions due to the wide range of permitted assumptions and methodologies in the absence of active markets. This lack of uniformity gives rise to a high degree of subjectivity in estimating financial instrument fair values.

Cash and cash equivalents, which are comprised of cash and due from banks, the Company’s balance at the Federal Reserve Bank and securities purchased under agreements to resell, had recorded values of ~~$398.9~~$480.7 million and ~~$999.1~~$944.5 million as of ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016,~~2019, respectively, which approximated fair values.

The estimated fair values of investment securities are based on quoted market prices, if available, or estimated using a methodology based on management’s inputs. The fair values of the Company’s investment securities held-to-maturity and loans held for sale are based on using “unobservable inputs” that are the best information available in the circumstances. Level 3 investment ~~securities~~security fair values are based on the present value of cash flows, which discounts expected cash flows from principal and interest using yield to maturity at the measurement date. In the second quarter of 2020 and 2019, there were 0 transfers between the three levels.

FHLB and Atlantic Central Bankers Bank stock is held as required by those respective institutions and is carried at cost. Federal law requires a member institution of the FHLB to hold stock according to predetermined formulas. Atlantic Central Bankers Bank requires its correspondent banking institutions to hold stock as a condition of membership.

Commercial loans ~~held for sale~~held-for-sale generally have estimated fair values based upon ~~either~~ market indications of the sales price of such loans from recent sales ~~transactions or discounted~~transactions. If such information is not available, fair values reflect cash flow ~~analysis.~~analysis based upon pricing for similar loans.

The net loan portfolio ~~at September 30, 2017 and December 31, 2016 has been~~is valued using the present value of discounted cash flow where market prices were not available. The discount rate used in these calculations is the estimated current market rate adjusted for credit risk. Accrued interest receivable has a carrying value that approximates fair value.

On December 30, 2014, the Bank entered into an agreement for, and closed on, the sale of a portion of its discontinued commercial loan portfolio. The purchaser of the loan portfolio was a newly formed entity, 2014-1 LLC (Walnut Street). The price paid to the Bank for the loan portfolio which had a face value of approximately $267.6 million, was approximately $209.6 million, of which approximately $193.6 million was in the form of ~~two~~2 notes issued by Walnut Street to the Bank; a senior note in the principal amount of approximately $178.2 million bearing interest at 1.5% per year and maturing in December 2024 and a subordinate note in the principal amount of approximately $15.4 million, bearing interest at 10.0% per year and maturing in December 2024. The balance of these notes comprises the balance of the investment in unconsolidated ~~entity.~~entity on the consolidated balance sheets, which is measured at fair value at each balance sheet date. The fair value was initially established by the sales price and ~~subsequently subjected~~the investment is marked quarterly to fair value, as determined using a discounted cash flow analysis. The change in value of investment in unconsolidated entity in the ~~income statement includes interest paid and~~consolidated statements of operations reflects changes in estimated fair value. Interest paid to the bank on the notes is credited to principal.

~~Discontinued assets held for sale as of September 30, 2017~~Assets held-for-sale from discontinued operations are ~~held~~recorded at the lower of cost basis or market value. For loans, market value was determined using the ~~income~~discounted cash flow approach which converts expected cash flows from the loan portfolio by unit of measurement to a present value estimate. Unit of measurement was determined by loan type and for significant loans on an individual loan basis. The fair values of the Company’s loans classified as assets ~~held for sale~~held-for-sale are based on “unobservable inputs” that are ~~the best information~~based on available ~~in the circumstances.~~information. Level 3 fair values are based on the present value of cash flows by unit of measurement. For commercial loans other than SBA loans, a market adjusted rate to discount expected cash flows from outstanding principal and interest to expected maturity at the measurement date was utilized. For SBA loans, market indications for similar loans were utilized on a pooled basis. For other real estate owned, market value was based upon appraisals of the underlying collateral by ~~third party~~third-party appraisers, reduced by 7% to 10% for estimated selling costs.

The estimated fair values of demand deposits ~~(comprising~~ (comprised of interest and non-interest bearing checking accounts, savings accounts, and certain types of money market accounts) are equal to the amount payable on demand at the reporting date (generally, their carrying amounts). The fair values of securities sold under agreements to repurchase and ~~short term~~short-term borrowings are equal to their carrying amounts as they are ~~short term~~short-term borrowings.

Time deposits, when outstanding, and subordinated debentures have a fair value estimated using a discounted cash flow calculation that applies current interest rates to discount expected cash flows. ~~Based upon time deposit maturities at September 30, 2017, the carrying values approximate their fair values.~~ The carrying amount of accrued interest payable approximates its fair value. Long term borrowings resulted from sold loans which did not qualify for true sale accounting. They are presented in the amount of the principal of such loans.

The fair values of interest rate swaps, recorded as part of other assets, are determined using models that use readily observable market inputs and a market standard methodology applied to the contractual terms of the derivatives, including the period to maturity and interest rate indices.

The fair value of commitments to extend credit is estimated based on the amount of unamortized deferred loan commitment fees. The fair value of letters of credit is based on the amount of unearned fees plus the estimated cost to terminate the letters of credit. Fair values of unrecognized financial instruments, including commitments to extend credit, and the fair value of letters of credit are considered immaterial.

The following tables provide information regarding carrying amounts and estimated fair values (in ~~thousands~~):thousands) as of the dates indicated:



	June 30, 2020
			Quoted prices in	Significant other	Significant
			active markets for	observable	unobservable
	Carrying	Estimated	identical assets	inputs	inputs
	amount	fair value	(Level 1)	(Level 2)	(Level 3)
Investment securities, available-for-sale	$ 1,324,447	$ 1,324,447	$ -	$ 1,133,892	$ 190,555
Federal Home Loan Bank and Atlantic Central Bankers Bank stock	1,368	1,368	-	-	1,368
Commercial loans held-for-sale	1,807,630	1,807,630	-	-	1,807,630
Loans, net of deferred loan fees and costs	2,322,737	2,320,425	-	-	2,320,425
Investment in unconsolidated entity	34,064	34,064	-	-	34,064
Assets held-for-sale from discontinued operations	128,463	128,463	-	-	128,463
Interest rate swaps, liability	2,593	2,593	-	2,593	-
Demand and interest checking	5,089,741	5,089,741	-	5,089,741	-
Savings and money market	455,458	455,458	-	455,458	-
Subordinated debentures	13,401	8,282	-	-	8,282
Securities sold under agreements to repurchase	42	42	42	-	-

September 30, 2017

Quoted prices in

Significant other

Significant

active markets for

observable

unobservable

Carrying

Estimated

identical assets

inputs

inputs

amount

fair value

(Level 1)

(Level 2)

(Level 3)
Investment securities available-for-sale
$            1,196,956

$               1,196,956

$                            -

$               1,153,403

$                   43,553
Investment securities held-to-maturity
86,402

85,099

-

78,756

6,343
Securities purchased under agreements to resell
65,095

65,095

65,095

-

-
Federal Home Loan Bank and Atlantic Central Bankers Bank stock
991

991

-

-

991
Commercial loans held for sale
380,272

380,272

-

-

380,272
Loans, net of deferred loan fees and costs
1,374,060

1,373,325

-

-

1,373,325
Investment in unconsolidated entity, senior note
103,950

103,950

-

-

103,950
Investment in unconsolidated entity, subordinated note
3,761

3,761

-

-

3,761
Assets held for sale
314,994

314,994

-

-

314,994
Demand and interest checking
3,113,212

3,113,212

3,113,212

-

-
Savings and money market
452,183

452,183

452,183

-

-
Subordinated debentures
13,401

9,873

-

-

9,873
Securities sold under agreements to repurchase
180

180

180

-

-
Interest rate swaps, asset
722

722

-

722

-

December 31, 2016

Quoted prices in

Significant other

Significant

active markets for

observable

unobservable

Carrying

Estimated

identical assets

inputs

inputs

amount

fair value

(Level 1)

(Level 2)

(Level 3)
Investment securities available-for-sale
$            1,248,614

$               1,248,614

$                            -

$               1,248,614

$                           -
Investment securities held-to-maturity
93,467

91,799

-

85,760

6,039
Securities purchased under agreements to resell
39,199

39,199

39,199

-

-
Federal Home Loan Bank and Atlantic Central Bankers Bank stock
1,613

1,613

-

-

1,613
Commercial loans held for sale
663,140

663,140

-

-

663,140
Loans, net of deferred loan fees and costs
1,222,911

1,219,625

-

-

1,219,625
Investment in unconsolidated entity, senior note
118,389

118,389

-

-

118,389
Investment in unconsolidated entity, subordinated note
8,541

8,541

-

-

8,541
Assets held for sale
360,711

360,711

-

-

360,711
Demand and interest checking
3,816,524

3,816,524

3,816,524

-

-
Savings and money market
421,780

421,780

421,780

-

-
Subordinated debentures
13,401

9,290

-

-

9,290
Securities sold under agreements to repurchase
274

274

274

-

-
Interest rate swaps, asset
3,207

3,207

-

3,207

-



	December 31, 2019
			Quoted prices in	Significant other	Significant
			active markets for	observable	unobservable
	Carrying	Estimated	identical assets	inputs	inputs
	amount	fair value	(Level 1)	(Level 2)	(Level 3)
Investment securities, available-for-sale	$ 1,320,692	$ 1,320,692	$ -	$ 1,203,359	$ 117,333
Investment securities, held-to-maturity	84,387	83,002	-	75,850	7,152
Federal Home Loan Bank and Atlantic Central Bankers Bank stock	5,342	5,342	-	-	5,342
Commercial loans held-for-sale	1,180,546	1,180,546	-	-	1,180,546
Loans, net of deferred loan fees and costs	1,824,245	1,826,154	-	-	1,826,154
Investment in unconsolidated entity	39,154	39,154	-	-	39,154
Assets held-for-sale from discontinued operations	140,657	140,657	-	-	140,657
Interest rate swaps, liability	232	232	-	232	-
Demand and interest checking	4,402,740	4,402,740	-	4,402,740	-
Savings and money market	174,290	174,290	-	174,290	-
Time deposits	475,000	475,000	-	-	475,000
Subordinated debentures	13,401	9,736	-	-	9,736
Securities sold under agreements to repurchase	82	82	82	-	-

The assets and liabilities measured at fair value on a recurring basis, segregated by fair value hierarchy, are summarized below (in thousands): as of the dates indicated:



		Fair Value Measurements at Reporting Date Using
		Quoted prices in	Significant other	Significant
		active markets for	observable	unobservable
	Fair value	identical assets	inputs	inputs
	June 30, 2020	(Level 1)	(Level 2)	(Level 3)

Investment securities, available-for-sale
U.S. Government agency securities	$ 50,400	$ -	$ 50,400	$ -
Asset-backed securities	235,197	-	235,197	-
Obligations of states and political subdivisions	61,350	-	61,350	-
Residential mortgage-backed securities	312,149	-	312,149	-
Collateralized mortgage obligation securities	190,411	-	190,411	-
Commercial mortgage-backed securities	393,107	-	284,385	108,722
Corporate debt securities	81,833	-	-	81,833
Total investment securities available-for-sale	1,324,447	-	1,133,892	190,555
Commercial loans held-for-sale	1,807,630	-	-	1,807,630
Investment in unconsolidated entity	34,064	-	-	34,064
Assets held-for-sale from discontinued operations	128,463	-	-	128,463
Interest rate swaps, liability	2,593	-	2,593	-
	$ 3,292,011	$ -	$ 1,131,299	$ 2,160,712

Fair Value Measurements at Reporting Date Using

Quoted prices in active

Significant other

Significant

markets for identical

observable

unobservable

Fair value

assets

inputs

inputs

September 30, 2017

(Level 1)

(Level 2)

(Level 3)

Investment securities available-for-sale

U.S. Government agency securities

$                           35,225

$                                       -

$                             35,225

$                                       -
Asset-backed securities

264,939

-

264,939

-
Obligations of states and political subdivisions

86,432

-

86,432

-
Residential mortgage-backed securities

364,437

-

364,437

-
Collateralized mortgage obligation securities

129,093

-

129,093

-
Commercial mortgage-backed securities

153,648

-

110,095

43,553
Foreign debt securities

59,995

-

59,995

-
Corporate debt securities

103,187

-

103,187

-
Total investment securities available-for-sale

1,196,956

-

1,153,403

43,553
Loans held for sale

380,272

-

-

380,272
Investment in unconsolidated entity, senior note

103,950

-

-

103,950
Investment in unconsolidated entity, subordinated note

3,761

-

-

3,761
Interest rate swaps, asset

722

-

722

-

$                      1,685,661

$                                       -

$                        1,154,125

$                           531,536

Fair Value Measurements at Reporting Date Using

Quoted prices in active

Significant other

Significant

markets for identical

observable

unobservable

Fair value

assets

inputs

inputs

December 31, 2016

(Level 1)

(Level 2)

(Level 3)

Investment securities available-for-sale

U.S. Government agency securities

$                           27,702

$                                       -

$                             27,702

$                                       -
Asset-backed securities

355,396

-

355,396

-
Obligations of states and political subdivisions

94,533

-

94,533

-
Residential mortgage-backed securities

342,569

-

342,569

-
Collateralized mortgage obligation securities

159,823

-

159,823

-
Commercial mortgage-backed securities

117,086

-

117,086

-
Foreign debt securities

56,497

-

56,497

-
Corporate debt securities

95,008

-

95,008

-
Total investment securities available-for-sale

1,248,614

-

1,248,614

-
Loans held for sale

663,140

-

-

663,140
Investment in unconsolidated entity, senior note

118,389

-

-

118,389
Investment in unconsolidated entity, subordinated note

8,541

-

-

8,541
Interest rate swaps, asset

3,207

-

3,207

-

$                      2,041,891

$                                       -

$                        1,251,821

$                           790,070



		Fair Value Measurements at Reporting Date Using
		Quoted prices in	Significant other	Significant
		active markets for	observable	unobservable
	Fair value	identical assets	inputs	inputs
	December 31, 2019	(Level 1)	(Level 2)	(Level 3)

Investment securities, available-for-sale
U.S. Government agency securities	$ 52,910	$ -	$ 52,910	$ -
Asset-backed securities	244,349	-	244,349	-
Obligations of states and political subdivisions	65,568	-	65,568	-
Residential mortgage-backed securities	336,596	-	336,596	-
Collateralized mortgage obligation securities	222,727	-	222,727	-
Commercial mortgage-backed securities	398,542	-	281,209	117,333
Total investment securities available-for-sale	1,320,692	-	1,203,359	117,333
Commercial loans held-for-sale	1,180,546	-	-	1,180,546
Investment in unconsolidated entity	39,154	-	-	39,154
Assets held-for-sale from discontinued operations	140,657	-	-	140,657
Interest rate swaps, liability	232	-	232	-
	$ 2,680,817	$ -	$ 1,203,127	$ 1,477,690

In addition, ASC 820 ~~“Fair Value Measurements and Disclosures”,~~ establishes a common definition for fair value to be applied to assets and liabilities. It clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a framework for measuring fair value and expands disclosures concerning fair value measurements. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Level 1 valuation is based on quoted market prices for identical assets or liabilities to which the Company has access at the measurement date. Level 2 valuation is based on other observable inputs for the asset or liability, either directly or indirectly. This includes quoted prices for similar assets in active or inactive markets, inputs other than quoted prices that are observable for the asset or liability such as yield curves, volatilities, prepayment speeds, credit risks, default rates, or inputs that are derived principally from, or corroborated through, observable market data by market-corroborated reports. Level 3 valuation is based on “unobservable inputs” which the Company believes is the best information available in the circumstances. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

‎

The ~~changes in the~~ Company’s Level 3 ~~assets measured at fair value on a recurring basis, segregated by fair value hierarchy level,~~asset activity for the categories shown for year to date are summarized below (in thousands):



	Fair Value Measurements Using
	Significant Unobservable Inputs
	(Level 3)

	Available-for-sale		Commercial loans
	securities		held-for-sale
	June 30, 2020	December 31, 2019	June 30, 2020	December 31, 2019
Beginning balance	$ 117,333	$ 24,390	$ 1,180,546	$ 688,471
Transfers into level 3	-	100,664	-	-
Transfers out of level 3	-	-	-	-
Reclass of held-to-maturity securities to available-for-sale	85,151	-	-	-
Total gains or (losses) (realized/unrealized)
Included in earnings	-	-	(3,736)	25,986
Included in other comprehensive income	4,055	688	-	-
Purchases, issuances, sales and settlements
Purchases	-	-	-	-
Issuances	-	-	634,860	1,795,376
Sales	-	-	-	(1,329,287)
Settlements	(15,984)	(8,409)	(4,040)	-
Ending balance	$ 190,555	$ 117,333	$ 1,807,630	$ 1,180,546

Total gains or (losses) year to date included
in earnings attributable to the change in
unrealized gains or losses relating to assets still
held at the reporting date as shown above.	$ -	$ -	$ (3,600)	$ 963

The Company’s Level 3 asset activity for the categories shown for year to date are summarized below (in thousands):


	Fair Value Measurements Using
	Significant Unobservable Inputs
	(Level 3)

	Investment in			Assets held-for-sale
	unconsolidated entity			from discontinued operations
		June 30, 2020	December 31, 2019	June 30, 2020	December 31, 2019
Beginning balance		$ 39,154	$ 59,273	$ 140,657	$ 197,831
Transfers into level 3		-	-	-	-
Transfers out of level 3		-	-	-	-
Total gains or (losses) (realized/unrealized)
Included in earnings		(45)	-	(819)	(487)
Included in other comprehensive income		-	-	-	-
Purchases, issuances, sales, settlements and charge-offs
Purchases		-	-	-	-
Issuances		-	-	592	2,125
Sales		-	-	(1,252)	(7,136)
Settlements		(5,045)	(20,119)	(10,597)	(49,021)
Charge-offs		-	-	(118)	(2,655)
Ending balance		$ 34,064	$ 39,154	$ 128,463	$ 140,657

Total losses year to date included
in earnings attributable to the change in
unrealized gains or losses relating to assets still
held at the reporting date as shown above.		$ (45)	$ -	$ (819)	$ (487)

Fair Value Measurements Using

Significant Unobservable Inputs

(Level 3)

Available-for-sale

Commercial loans

securities

held for sale

September 30, 2017

December 31, 2016

September 30, 2017

December 31, 2016
Beginning balance

$                                   -

$                                       -

$                           663,140

$                           489,938
Transfers into level 3

-

-

-

-
Transfers out of level 3

-

-

-

-
Total gains or losses (realized/unrealized)

Included in earnings

-

-

20,019

(3,078)
Included in other comprehensive income

-

-

-

-
Purchases, issuances, and settlements

Purchases

43,553

Issuances

-

-

398,410

528,584
Sales

-

-

(701,297)

(352,304)
Settlements

-

-

-

-
Ending balance

$                          43,553

$                                       -

$                           380,272

$                           663,140

The amount of total gains or (losses) for the period

included in earnings attributable to the change in

unrealized gains or losses relating to assets still

held at the reporting date.

$                                   -

$                                       -

$                                  703

$                             (2,674)



	Level 3 instruments only
					Weighted
	Fair value at			Range at	average at
	June 30, 2020	Valuation techniques	Unobservable inputs	June 30, 2020	June 30, 2020

Commercial mortgage backed investment	$ 108,722	Discounted cash flow	Discount rate	3.16% - 8.16%	4.54%
securities available-for-sale (a)
Insurance liquidating trust preferred security,	6,164	Discounted cash flow	Discount rate	7.47%	7.47%
available-for-sale (b)
Corporate debt securities (c)	75,669	Traders' pricing	Price indications	$100.80 - $100.13	$100.90
Federal Home Loan Bank and Atlantic	1,368	Cost	N/A	N/A	N/A
Central Bankers Bank stock
Loans, net of deferred loan fees and costs (d)	2,320,425	Discounted cash flow	Discount rate	1.00% - 6.55%	2.56%

Commercial - SBA (e)	225,401	Traders' pricing	Offered quotes	$100.00 - $111.00	$104.70
Commercial - fixed (f)	84,690	Discounted cash flow	Discount rate	5.06% - 7.35%	5.95%
Commercial - floating (g)	1,497,539	Discounted cash flow	Discount rate	3.00% - 6.81%	4.80%
Commercial loans held-for-sale	1,807,630

Investment in unconsolidated entity (h)	34,064	Discounted cash flow	Discount rate	5.87%	5.87%
			Default rate	1.00%	1.00%
Assets held-for-sale from discontinued operations (i)	128,463	Discounted cash flow	Discount rate,	3.08% - 7.63%	4.32%
			Credit analysis
Subordinated debentures (j)	8,282	Discounted cash flow	Discount rate	7.47%	7.47%

Fair Value Measurements Using

Significant Unobservable Inputs

(Level 3)

Investment in

Assets

unconsolidated entity

held for sale

September 30, 2017

December 31, 2016

September 30, 2017

December 31, 2016
Beginning balance

$                         126,930

$                             178,520

$                             360,711

$                             583,909
Transfers into level 3

-

-

-

-
Transfers out of level 3

-

-

-

-
Total gains or losses (realized/unrealized)

Included in earnings

(20)

(39,816)

638

(48,836)
Included in other comprehensive income

-

-

-

-
Purchases, issuances, and settlements

Purchases

-

-

-

-
Issuances

-

-

-

-
Sales

-

-

-

(63,712)
Settlements

(19,199)

(11,774)

(33,400)

(110,650)
Charge-offs

-

-

(12,955)

-
Ending balance

$                         107,711

$                             126,930

$                             314,994

$                             360,711

The amount of total gains or (losses) for the period

included in earnings attributable to the change in

unrealized gains or losses relating to assets still

held at the reporting date.

$                               (20)

$                             (39,816)

$                               (1,776)

$                             (48,836)


	Level 3 instruments only

	Fair value at			Range at
	December 31, 2019	Valuation techniques	Unobservable inputs	December 31, 2019

Commercial mortgage backed investment	$ 117,333	Discounted cash flow	Discount rate	4.05% - 8.18%
securities available-for-sale (a)
Insurance liquidating trust preferred security,	7,152	Discounted cash flow	Discount rate	8.01%
available-for-sale (b)
Federal Home Loan Bank and Atlantic	5,342	Cost	N/A	N/A
Central Bankers Bank stock
Loans, net of deferred loan fees and costs (d)	1,826,154	Discounted cash flow	Discount rate	3.11% - 6.93%

Commercial - SBA (e)	220,358	Traders' pricing	Offered quotes	$101.6 - $107.9
Commercial - fixed (f)	88,986	Discounted cash flow	Discount rate	4.33% - 7.13%
Commercial - floating (g)	871,202	Discounted cash flow	Discount rate	4.51% - 6.81%
Commercial loans held-for-sale	1,180,546

Investment in unconsolidated entity (h)	39,154	Discounted cash flow	Discount rate	5.84%
			Default rate	1.00%
Assets held-for-sale from discontinued operations (i)	140,657	Discounted cash flow	Discount rate,	3.49% -7.58%
			Credit analysis
Subordinated debentures (j)	9,736	Discounted cash flow	Discount rate	8.01%

The valuations for each of the instruments above, as of the balance sheet date, is subject to judgments, assumptions and uncertainties, changes in which could have a significant impact on such valuations. All weighted averages were calculated by using the discount rate for each individual security or loan weighted by its market value, except for SBA loans. For SBA loans, traders’ pricing indications for pools determined by date of loan origination were weighted. For commercial loans held-for-sale, investment in unconsolidated entity and assets held-for-sale from discontinued operations, changes in fair value are reflected in the income statement. Changes in fair value of securities which are unrelated to credit are recorded through equity. Changes in the fair value of loans not held-for- sale which are unrelated to credit are a disclosure item, without impact on the financial statements. The notes below refer to the June 30, 2020 table.

a)Commercial mortgage backed investment securities, consisting of Bank issued CRE securities, are valued using discounted cash flow analyses. The discount rates applied are based upon market observations for comparable securities and implicitly assume market averages for prepayments, defaults, and loss severities. Each of the securities has some credit enhancement, or protection from other tranches in the issue, which limit their valuation exposure to credit losses. Nonetheless, increases in expected default rates or loss severities on the loans underlying the issue could reduce their value. In market environments in

2937

which investors demand greater yield compensation for credit risk, the discount rate applied would ordinarily be higher and the valuation lower. Changes in prepayments and loss experience could also change the interest earned on these holdings in future periods and impact fair values.

b)Insurance liquidating trust preferred is a single debenture which is valued using discounted cash flow analysis. The discount rate used is based on the market rate on comparable relatively illiquid instruments and credit analysis. A change in the liquidating trust’s ability to repay the note, or an increase in interest rates, particularly for privately placed debentures, would affect the discount rate and thus the valuation. As a single security, the weighted average rate shown is the actual rate applied to the security.

c)Corporate debt securities consist of 3 AAA rated privately placed debt structures backed by investment grade corporate debt each with over 50% credit enhancement. Each of these securities has a coupon of 3 Month LIBOR + 3.00%. Price indications are obtained from a broker/dealer with significant experience in trading and evaluating these securities. Changes in either investor yield requirements for relatively illiquid securities, or credit risk could affect the price indications.

Fair value at

Fair value at

Level 3 instruments only

September 30, 2017

December 31, 2016

Valuation techniques

Unobservable inputs

Range

Investment securities available-for-sale

$                         43,553

$     ��                           -

Discounted cash flow

Discount rate

7.0%-9.5%
Investment securities held-to-maturity

6,343

6,039

Discounted cash flow

Discount rate

8.00%
Federal Home Loan Bank and Atlantic

991

1,613

Cost

N/A

N/A
  Central Bankers Bank stock

Loans, net of deferred loan fees and costs

1,373,325

1,219,625

Discounted cash flow

Discount rate

3.5%-7.2%
Commercial loans held for sale

380,272

663,140

Discounted cash flow

Discount rate

4.85%-7.05%
Investment in unconsolidated entity,

103,950

118,389

Discounted cash flow

Discount rate

4.75%
senior note

Default rate

1.00%
Investment in unconsolidated entity,

3,761

8,541

Discounted cash flow

Discount rate

11.00%
subordinated note

Default rate

1.00%
Assets held for sale

314,994

360,711

Discounted cash flow

Discount rate

3.67%-9.32%
Subordinated debentures

9,873

9,290

Discounted cash flow

Discount rate

7.00%

d)Loans, net of deferred fees and costs are valued using discounted cash flow analysis. Discount rates are based upon available information for estimated current origination rates for each loan type. Origination rates may fluctuate based upon changes in the risk free (Treasury) rate and credit experience for each loan type. At June 30, 2020, the balance included $207.9 million of Paycheck Protection Program loans, which bear interest at 1% but also earn fees.

e)Commercial-SBL (SBA Loans) are comprised of the government guaranteed portion of SBA insured loans. Their valuation is based upon dealer pricing indications. A limited number of broker/dealers originate the pooled securities for which the loans are purchased and as a result, prices can fluctuate based on such limited market demand, although the government guarantee has resulted in consistent historical demand. Valuations are also impacted by prepayment assumptions resulting from both voluntary payoffs and defaults.

f)Commercial-fixed are fixed rate commercial mortgages originated for sale. Discount rates used in applying discounted cash flow analysis are determined by an independent valuation consultant based upon loan terms, the general level of interest rates and the quality of the credit.

g)Commercial-floating are floating rate loans, the vast majority of which are secured by multi-family properties. These are bridge loans designed to provide owners time and funding for property improvements and are valued using discounted cash flow analysis. The discount rate for the vast majority of these loans, which are multi-family, was based upon current origination rates for similar loans and an updated expected loss rate of 1.2%, representing a post-Coronavirus projection by a third-party analytics firm. Changes in loan performance which result in higher credit losses than this projection could result in changes in the discount rate and resulting valuation.

h)Investment in unconsolidated entity is in non-accrual status, and changes in its value, determined by discounted cash flows, are recorded in the income statement under “Change in value of investment in unconsolidated entity”. A constant default rate of 1%, net of recoveries, on cash flowing loans was utilized. Changes in market interest rates, credit quality or payment experience could result in a change in the current valuation.

i)Assets held-for-sale from discontinued operations are valued using discounted cash flow by an independent valuation consultant using loan performance, other credit characteristics and market interest rate comparisons. Changes in those factors could change the valuation.

j)Subordinated debentures are comprised of 2 subordinated notes issued by the Company, maturing in 2038 with a floating rate of 3-month LIBOR plus 3.25%. These notes are valued using discounted cash flow analysis. The discount rate is based on the market rate for comparable relatively illiquid instruments. Changes in those market rates, or the credit of the company could result in changes in the valuation.

Assets measured at fair value on a nonrecurring basis, segregated by fair value hierarchy, during the periods shown are summarized below (in thousands):

Fair Value Measurements at Reporting Date Using

Quoted prices in active

Significant other

Significant

markets for identical

observable

unobservable

Fair value

assets

inputs

inputs
Description (1)

September 30, 2017

(Level 1)

(Level 2)

(Level 3)

Impaired loans - collateral dependent

$                             4,011

$                                       -

$                                       -

$                               4,011
Other real estate owned

-

-

-

-
Intangible assets

5,185

-

-

5,185

$                             9,196

$                                       -

$                                       -

$                               9,196



		Fair Value Measurements at Reporting Date Using
		Quoted prices in active	Significant other	Significant
		markets for identical	observable	unobservable
	Fair value	assets	inputs	inputs (1)
Description	June 30, 2020	(Level 1)	(Level 2)	(Level 3)

Collateral dependent loans (1)	$ 7,828	$ -	$ -	$ 7,828

Fair Value Measurements at Reporting Date Using

Quoted prices in active

Significant other

Significant

markets for identical

observable

unobservable

Fair value

assets

inputs

inputs
Description (1)

December 31, 2016

(Level 1)

(Level 2)

(Level 3)

Impaired loans - collateral dependent

$                             3,685

$                                       -

$                                       -

3,685
Other real estate owned

104

-

-

104
Intangible assets

6,906

-

-

6,906

$                          10,695

$                                       -

$                                       -

$                             10,695



		Fair Value Measurements at Reporting Date Using
		Quoted prices in active	Significant other	Significant
		markets for identical	observable	unobservable
	Fair value	assets	inputs	inputs (1)
Description	December 31, 2019	(Level 1)	(Level 2)	(Level 3)

Collateral dependent loans (1)	$ 3,651	$ -	$ -	$ 3,651
Intangible assets	2,315	-	-	2,315
	$ 5,966	$ -	$ -	$ 5,966

~~(1)~~

The method of valuation approach for the impaired loans was the market value approach based upon appraisals of the underlying collateral by external appraisers, reduced by 7% to 10% for estimated selling costs. Intangible assets are valued based upon internal analyses.

(1)The method of valuation approach for the collateral dependent loans was the market value approach based upon appraisals of the underlying collateral by external appraisers, reduced by 7% to 10% for estimated selling costs. Intangible assets are valued based upon internal analyses.

At ~~September~~June 30, ~~2017,~~2020, principal on ~~impaired~~collateral dependent loans and troubled debt restructurings, ~~that~~which is accounted for on the basis of the value of underlying collateral, is shown at estimated fair value of ~~$4.0~~$7.8 million. To arrive at that fair value, related loan principal of ~~$5.8~~$10.5 million was reduced by specific reserves of ~~$1.8~~$2.7 million within the allowance for ~~loan~~credit losses as of that date, representing the deficiency between principal and estimated collateral values, which were reduced by costs to sell. When the deficiency is deemed uncollectible, it is charged off by reducing the specific reserve and decreasing principal. Included in the ~~impaired balance~~collateral dependent loans at ~~September~~June 30, ~~2017~~2020 were ~~seven~~11 troubled debt restructured loans with a balance of ~~$1.8~~$1.7 million which had specific reserves of ~~$534,000.~~$510,000. Valuation techniques consistent with the market and/or cost approach were used to measure fair value and primarily included observable inputs for the individual

~~impaired~~ collateral dependent loans being evaluated such as recent sales of similar assets or observable market data for operational or carrying costs. In cases where such inputs were unobservable, the loan balance is reflected within the Level 3 hierarchy. The fair value of other real estate owned is based on an appraisal of the property using the market approach for valuation. There was 0 other real estate owned at either date.

Note 9. Derivatives

The Company utilizes derivative instruments to assist in the management of interest rate sensitivity by modifying the repricing, maturity and option characteristics on commercial real estate loans ~~held for sale.~~held-for-sale. These instruments are not accounted for as effective hedges. As of ~~September~~June 30, ~~2017,~~2020, the Company had entered into ~~eleven~~6 interest rate swap agreements with an aggregate notional amount of ~~$59.7~~$37.8 million. These swap agreements provide for the Company to receive an adjustable rate of interest based upon the three-month London Interbank Offering Rate (LIBOR). The Company recorded a loss of ~~$2.5~~$2.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 to recognize the fair value of the derivative instruments which is reported in ~~gain (loss)~~net realized and unrealized gains (losses) on commercial loans originated for sale in the consolidated statements of ~~loans.~~operations. The amount ~~receivable~~payable by the Company under these swap agreements was ~~$722,000~~$2.6 million at ~~September~~June 30, ~~2017~~2020, which is reported in other ~~assets.~~liabilities. The Company had minimum collateral posting thresholds with certain of its derivative counterparties and had posted cash collateral of ~~$756,000~~$2.8 million as of ~~September~~June 30, ~~2017.~~2020.

The maturity dates, notional amounts, interest rates paid and received and fair value of the Company’s remaining interest rate swap agreements as of ~~September~~June 30, ~~2017~~2020 are summarized below (dollars in thousands):



	September 30, 2017				June 30, 2020
Maturity date	Notional amount	Interest rate paid	Interest rate received	Fair value	Notional amount	Interest rate paid	Interest rate received	Fair value
August 4, 2021	$ 10,300	1.12%	1.31%	$ 306	10,300	1.12%	0.56%	(94)
August 17, 2025	2,500	2.27%	1.31%	(15)
August 17, 2025	2,500	2.27%	1.31%	(15)
December 11, 2025	2,400	2.14%	1.32%	13
December 23, 2025	6,800	2.16%	1.33%	27	6,800	2.16%	0.31%	(667)
December 24, 2025	8,200	2.17%	1.33%	22	8,200	2.17%	0.30%	(813)
January 28, 2026	3,000	1.87%	1.31%	79	3,000	1.87%	0.89%	(250)
July 20, 2026	6,300	1.44%	1.31%	405	6,300	1.44%	1.14%	(392)
December 12, 2026	3,200	2.26%	1.31%	(2)	3,200	2.26%	0.32%	(377)
January 4, 2027	10,100	2.35%	1.30%	(79)
April 27, 2027	4,400	2.32%	1.32%	(19)
Total	$ 59,700			$ 722	$ 37,800			$ (2,593)

Note 10. Other Identifiable Intangible Assets

On November 29, 2012, the Company acquired certain software rights for approximately $1.8 million for use in managing prepaid cards in connection with an acquisition. The software is being amortized over eight ~~years.~~years, ending in October 2020. Amortization expense is $217,000 per year ($~~610,000~~63,000 over the remainder of the amortization period). The gross carrying amount of the software is $1.8 million, and as of ~~September~~June 30, ~~2017,~~2020 and December 31, 2019, respectively, the accumulated amortization was ~~$1.3 million.~~

The Company accounts for its prepaid card customer list in accordance with ASC 350, “Intangibles-Goodwill and Other”. The acquisition of the Stored Value Solutions division of Marshall Bank First in 2007 resulted in a customer list intangible of $12.0 million which is being amortized over a 12 year period. Amortization expense is $1.0 million per year ($2.3 million over the remainder of the amortization period). The gross carrying amount of the customer list intangible is $12.0$1.7 million and ~~as of September 30, 2017, the accumulated amortization was $9.8~~$1.7 million. ~~For both 2017 and 2016, amortization expense for the first nine months was $750,000.~~

In May 2016, the Company purchased approximately ~~$60~~$60.0 million of lease receivables which resulted in a customer list intangible of $3.4 million ~~which~~that is being amortized over a 10 year period. Amortization expense is $340,000 per year ($1.7 million over the next five years). The gross carrying amount of the customer list intangible is $3.4 million, and as of ~~September~~June 30, ~~2017,~~2020 and December 31, 2019, respectively, the accumulated amortization was ~~$471,000.~~$1.4 million and $1.2 million.

In January 2020, the Company purchased McMahon Leasing and subsidiaries for approximately $4.6 million. In the acquisition the Company acquired $9.9 million of leases, $958,000 in automobile inventory and other assets. The excess of the consideration issued over the book value of the assets acquired was $1.5 million which was allocated as follows. The fair value of the leases was $453,000 over their book value and is being amortized over the lives of the leases. A customer list intangible of $689,000 is being amortized over a 12 year period. Amortization expense is $57,000 per year ($285,000 over the next five years). The Company preliminarily allocated the $689,000 to the customer list and expects to complete its accounting for this business combination by the fourth quarter of 2020. Until completion, the above allocation of purchase price is considered preliminary. The gross carrying amount of the customer list intangible is $689,000 as of June 30, 2020 and the accumulated amortization was $29,000. The remainder of the $1.5 million excess of consideration over book value was a trade name valuation of $135,000, inventory valuation adjustment of $100,000 and $105,000 for goodwill. An outstanding loan by the Bank of approximately $4.0 million to the acquired entity, was eliminated as part of the transaction. Approximately $4.4 million of liabilities were assumed.

Note 11. Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers”. This ASU establishes a comprehensive revenue recognition standard for virtually all industries utilizing U.S. GAAP, including those that

previously followed industry-specific guidance such as the real estate and construction industries. The revenue standard’s core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. To accomplish this, the standard requires five basic steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) identify the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies the performance obligation. Three basic transition methods are available - full retrospective, retrospective with certain practical expedients, and a cumulative effect approach. We plan to adopt the standard using the cumulative effect approach. Under the cumulative effect alternative, an entity would apply the new revenue standard only to contracts that are incomplete under legacy U.S. GAAP at the date of initial application and recognize the cumulative effect of the new standard as an adjustment to the opening balance of retained earnings. The guidance in this ASU is effective for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2017. Since the standard does not apply to revenue from loans, securities and other financial instruments, based on our evaluation to date, we do not expect the adoption of this standard to have a significant impact on our consolidated results of operations or our consolidated financial position. We are still evaluating the presentation of certain in-scope revenue on the income statement related to our payments business. We have commenced a contract review for those in-scope revenue streams. The Company’s contracts with its various third parties generally do not entail significant amounts of deferred revenues. Instead, services are performed monthly and amounts are billed either monthly or quarterly. Nonetheless, the Company is in process of conducting a review of its contracts and sources of income to ascertain that the standard will not have a material impact on the consolidated statement of operations or financial position. The review will include the non interest income producing categories of the Company which include prepaid cards, merchant acquiring, ACH, service fees on deposit accounts, gains and losses on other real estate owned, gains and losses on the sale of loans and other categories.

In August 2014, the FASB issued ASU 2014-14, “Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure”. The guidance in this ASU affects creditors that hold government-guaranteed mortgage loans, including those guaranteed by the Federal Home Administration (FHA) and the Veterans Administration (VA). It requires that a mortgage loan be derecognized and a separate other receivable be recognized upon foreclosure if the following conditions are met:

~~The loan has a government guarantee that is not separable from the loan before foreclosure.~~

At the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under the claim.

~~At the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed.~~

~~This standard did not have a significant impact on our consolidated results of operations or our consolidated financial position.~~

~~In January 2016, the FASB issued ASU 2016-11, “Financial Instruments-Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities”~~. This ASU revises an entity’s accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. ~~The Company is currently assessing the impact that the adoption of this standard will have on the financial condition and results of operations of the Company.~~

In February 2016, the FASB issued ASU 2016-02, “Leases”. The FASB issued this ASU to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet by lessees for those leases classified as operating leases under current U.S. GAAP and disclosing key informationabout leasing arrangements. The amendments in this ASUare effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. ~~Early~~The Company adopted this guidance on its effective date using a modified retrospective transition approach, applying the new standard to all leases existing at the date of initial application, January 1, 2019. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019.

The new standard provides a number of optional practical expedients in transition. The Company has elected the practical expedients option which does not require reassessment of its prior conclusions about lease identification, lease classification and initial direct costs. The Company has not elected the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to it.

The effect of this ~~ASU is permitted~~adoption was the recognition at January 1, 2019 of a $16.4 million operating lease right-of-use (ROU) asset, which has been adjusted for ~~all entities.~~previously recorded accrued rent of $1.7 million, and an $18.1 million operating lease obligation. No opening retained earnings adjustments are necessary under the modified retrospective transition approach. The ~~Company is currently assessing the impact that the~~ adoption of this ~~standard will~~guidance did not have an impact on the ~~financial condition and~~consolidated results of operations of the Company.

The ASU also includes disclosure requirements for lessors which encompass the Company’s direct financing leases. The first disclosure requirement is to discuss significant shifts, if any, in the balance of unguaranteed residual assets and deferred selling profit on direct financing leases. The Company’s direct financing lease portfolio consists primarily of vehicles which are sold at the end of lease terms. The Company does not hold title to the vehicles prior to inception of the lease and, thus, selling profit is not expected or deferred. However, sales of the vehicles may result in income when sales prices exceed residual values. This income is reported in the consolidated statements of operations under non-interest income. Since the majority of the portfolio is comprised of vehicle leases, sales prices may differ from residual values as a result of changes in the used vehicle market for both commercial vehicles such as trucks and passenger vehicles.

Additionally, the Company is required to disclose the scheduled maturities of its direct financing leases reconciled to the total lease receivables in the consolidated balance sheet, which are as follows (in thousands):


Remaining 2020		$ 69,120
2021		108,857
2022		75,490
2023		46,902
2024		21,846
2025 and thereafter		5,016
Total undiscounted cash flows		327,231
Residual value *		140,925
Difference between undiscounted cash flows and discounted cash flows		(45,651)
Present value of lease payments recorded as lease receivables		$ 422,505

*Of the $140,925,000, $30,337,000 is not guaranteed by the lessee.

In MarchJune 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting”. This ASU simplifies several areas of accounting for share based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. For public companies, this is effective for annual periods beginning after December 15, 2016, and the interim periods within those annual periods. The Company adopted the guidance in the first quarter of 2017, and the adoption did not have a material impact on first quarter results.
In September 2016, the FASB issuedan update ASU 2016-13 – “Financial Instruments – Credit Losses (Topic 326):Measurement of Credit Losses on Financial Instruments-Update”Instruments”. The Update changes the accounting for credit losses on loans and debt securities. For loans and held-to-maturity debt securities, the Update requires ana current expected credit loss, modelor CECL, approach to determine the allowance for credit losses. The expected creditCECL requires loss model estimates losses for the remaining estimated life of the financial asset. Expected credit losses reflect losses over the remaining contractual life of an asset considering the effect of voluntary prepayments and considering available information about the collectability
32
of cash flows, including information about past events,using historical experience, current conditions, and reasonable and supportable forecasts. The resultingAlso, the Update eliminates the existing guidance for purchased credit deteriorated loans, but requires an allowance for credit losses reflects the portion of the amortized cost basis that the entity does not expect to collect. Additional quantitative and qualitative disclosures are required upon adoption. purchased financial assets with more than insignificant deterioration since origination. In addition, the Update modifies the other-than-temporaryOTTI impairment model for available-for-sale debt securities to require an allowance for credit impairment instead of a direct write-down, which allows for reversal of credit impairments in future periods.periods based on improvements in credit. The guidance iswas effective in the first quarter of 2020 with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. EarlyAs a result of the Company’s adoption is permitted beginningof the guidance in the first quarter of 2019.2020, it recorded a $2.4 million charge to retained earnings and an $834,000 deferred tax asset, which were offset by $2.6 million in the allowance for credit losses and a $569,000 credit to other liabilities. The $569,000 reflected a reserve on unfunded commitments.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” which eliminates certain fair value disclosures, adds new disclosures and amends another disclosure applicable to the Company as follows. The amendment states that disclosure of measurement uncertainty of the fair values to changes in inputs will be required for the reporting date and not future dates. New fair value disclosures consist of disclosure of: a) total gains and losses in OCI from fair value changes in Level 3 assets and liabilities that are held on the balance sheet date; b) the range and weighted average of inputs and how the weighted average was calculated and c) if weighted average is not meaningful, other quantitative information that better reflects the distribution of inputs. ASU 2018-13 was implemented in first quarter 2020, and the disclosures discussed are included in the financial statements. There was no material impact on the financial statements.

In March 2020, the FASB issued ASU 2020-04 which addressed optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, resulting from the phase-out of the LIBOR reference rate. The interest rates on certain of the Company’s securities, the majority of its commercial loan held-for-sale portfolio and its trust preferred securities outstanding (classified as subordinated debenture on the balance sheet), utilize LIBOR as a reference rate. To maximize management and accounting flexibility for holders of instruments using LIBOR as a benchmark, the guidance permitted a one-time transfer of such instruments from held-to-maturity to available-for-sale. The Company made such a transfer of four LIBOR-based securities, which comprised its held-to-maturity portfolio, in the first quarter of 2020. The Company is ~~evaluating~~assessing the potential impact of the ~~Update will have on the consolidated financial statements.~~ phase-out of LIBOR and related accounting guidance.

Note 12. Regulatory Matters

It is the policy of the Federal Reserve that financial holding companies should pay cash dividends on common stock only out of income available over the past year and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition. The policy provides that a financial holding company should not maintain a level of cash dividends that undermines the financial holding company’s ability to serve as a source of strength to its banking subsidiaries.

Various federal and state statutory provisions limit the amount of dividends that subsidiary banks can pay to their holding companies without regulatory approval. Under Delaware banking law, the Bank’s directors may declare dividends on common or preferred stock of so much of its net profits as they judge expedient, but the Bank must, before the declaration of a dividend on common stock from net profits, carry 50% of its net profits from the preceding period for which the dividend is paid to its surplus fund until its surplus fund

amounts to 50% of its capital stock and thereafter must carry 25% of its net profits for the preceding period for which the dividend is paid to its surplus fund until its surplus fund amounts to 100% of its capital stock.

In addition to these explicit limitations, federal and state regulatory agencies are authorized to prohibit a banking subsidiary or financial holding company from engaging in an unsafe or unsound practice. Depending upon the circumstances, the agencies could take the position that paying a dividend would constitute an unsafe or unsound banking practice. In August 2015, the Bank entered into an Amendment to a 2014 Consent Order with the FDIC pursuant to which the Bank may not pay dividends without prior FDIC approval. On May 11, 2015, the Company had received a Supervisory Letterpursuant to which the Company may not pay dividends without prior Federal Reserve approval. The Federal Reserve approved the payment of the interest on the Company’s trust preferred securities which were due September 15, 2017. Future payments are subject to future approval by the Federal Reserve.

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification of the Company and the Bank are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Moreover, capital requirements may be modified based upon regulatory rules or by regulatory discretion at any time reflecting a variety of factors. including deterioration in asset quality.

Note 13. Legal

On June 12, 2019, the Bank was served with a qui tam lawsuit filed in the Superior Court of the State of Delaware, New Castle County. The Delaware Department of Justice intervened in the litigation. The case is titled The State of Delaware, Plaintiff, Ex rel. Russell S. Rogers, Plaintiff-Relator, v. The Bancorp Bank, Interactive Communications International, Inc., and InComm Financial Services, Inc., Defendants. The lawsuit alleges that the defendants violated the Delaware False Claims Act by not paying balances on certain open-loop “Vanilla” prepaid cards to the State of Delaware as unclaimed property. The complaint seeks actual and treble damages, statutory penalties, and attorneys’ fees. The Bank denies the allegations and is defending itself. The Bank and other defendants filed a motion to dismiss the action, but the motion was denied on February 7, 2020. The Bank has filed an answer and continues to vigorously defend the claims. At this time, the Company is unable to determine whether the ultimate resolution of the matter will have a material adverse effect on our financial condition or operations.

The Company has received and is responding to two non-public fact-finding inquiries from the SEC, which in each case is seeking to determine if violations of the federal securities laws have occurred. We refer to these inquiries collectively as the SEC matters. On October 9, 2019, the Company received a subpoena ~~from~~seeking records related generally to The Bancorp Bank’s debit card issuance activity and gross dollar volume data, among other things. The Company responded to the ~~SEC, dated March 22, 2016, relating~~subpoena and is in the process of responding to ~~an investigation~~subsequent subpoenas issued to the Company. Unrelated to the first inquiry, on April 10, 2020, the Company received a subpoena in connection with The Bancorp Bank’s CMBS business seeking records related to various offerings as well as CMBS securities held by the Bank. Since inception of these SEC ofmatters to the ~~Company's restatement of its financial statements for~~present, the years ended December 31, 2010 through December 31, 2013 and the interim periods ended March 31, 2014, September 30, 2014 and September 30, 2014, which restatement was filed with the SEC on September 28, 2015, and the facts and circumstances underlying the restatement. The Company ishas been cooperating fully with the ~~SEC's investigation.~~SEC. The SEC has not made any findings, or alleged any wrongdoings, with respect to the SEC matters. The costs related to ~~respond~~responding to ~~the subpoena~~ and ~~cooperate~~cooperating with the ~~SEC's investigation have been~~SEC staff may be material, and ~~we expect such costs to~~could continue to be material at least through the completion of the ~~SEC’s investigation.~~SEC matters.

On ~~September 30, 2016,~~June 2, 2020, the ~~Company received written notice from the Internal Revenue Service that it will be conducting an audit of the Company's tax returns for the tax years 2012, 2013 and 2014. The audit is in process.~~

The Company received a letter dated August 1, 2016, demanding inspection of its books and records pursuant to Section 220 of the Delaware General Corporation Law, or DCGL, from legal counsel representing a shareholder (the "Demand Letter"). The Company, through outside legal counsel, responded to the Demand Letter by permitting the shareholder to inspect certain of the Company’s books and records and by objecting to other requests. On January 30, 2017, the shareholder filedBank was served with a complaint filed in the Supreme Court ~~of Chancery~~ of the State of Delaware seeking an order from the court, pursuant to Section 220 of the DGCL, compelling the Company to permit the shareholder to inspect additional books and records of the Company. The Company believes that its original response to the Demand Letter was appropriate in all respects and continues to defend against the complaint. On July 27, 2017, the Court of Chancery ruled in favor of the Company and granted an Order of Final Judgment Denying Plaintiff’s Demand To Inspect The Books And Records of Defendant. The court’s Order was subject to an appeal right which has now expired; no appeal was filed. Both the Demand Letter and the complaint threaten the commencement of a shareholder’s derivative suit against certain officers and directors of the Company

seeking damages and other remedies on behalf of the Company. We have been advised by our counsel in the matter that reasonably possible losses cannot be estimated, but we and our counsel continue to believe the claim is without merit.

~~On October 17, 2017, the Federal Deposit Insurance Corporation (the “FDIC”) informed~~New York, titled Cascade Funding, LP – Series 6, Plaintiff v. The Bancorp Bank, ~~(the “Bank”),~~Defendant. The lawsuit arises from a ~~wholly owned subsidiary of The Bancorp, Inc. (the “Company”), that it intends to pursue an Order For Restitution (“Restitution Order”)~~Purchase and ~~Order to Pay Civil Money Penalty~~Sale Agreement between Cascade Funding, LP – Series 6 (“~~CMP Order”~~Cascade”) in an amount up to $2,576,000. The FDIC’s action principally emanates from one of the Bank’s third-party payment processors (“Third Party Processor”) suffering an internal system programming glitch. This inadvertently resulted in consumers that engaged in signature-based point of sale transactions during the period from December 2010 to November 2014 being charged a greater fee than what was disclosed by the Bank. Impacted consumers are being reimbursed by the Third Party Processor at its own expense. The Restitution Order would require the Bank to make such reimbursements if not otherwise made by the Third Party Processor, however, the Bank is indemnified by the Third Party Processor for such reimbursements. Although the Bank is still evaluating its position with regard to the Restitution Order and the CMP Order, the Company accrued $2,500,000 of related expense in its financial statements for the quarter ended September 30, 2017 in connection with the CMP Order. Any amounts owed from the CMP Order would not be subject to any indemnification or recovery from any third party.

The independent investor in Walnut Street, the securitization into which the Bank sold certain loans when it discontinued its Philadelphia commercial loan operations, has taken actions which may result in litigation. Specifically, counsel for the independent investor has requested that the Note Administrator hold monthly distribution payments in escrow until the independent investor’s alternative interpretation of the order of payments, as compared to the interpretation of the Bank and the Note Administrator, is resolved. Based on the independent investor’s request, the Note Administrator withheld the September 2017 payment to the independent investor and the Bank, ~~and indicated that it would continue~~pursuant to ~~do so until this issue~~which Cascade was resolved. Management of the Company, based on advice of its counsel, believes it is unlikely that the Bank and Note Administrator’s interpretation will be overturned. However, if such interpretation is overturned, based upon the current model used to ~~value Walnut Street, an estimated $8 million loss may be recognized, based on currently estimated cash flows which would be redirected~~purchase certain mortgage loan assets from the Bank for securitization. Cascade improperly attempted to invoke a market disruption clause in the agreement to avoid the purchase. Cascade’s failure to close the transaction constituted a breach of the agreement and, accordingly, the Bank terminated the agreement, effective April 29, 2020.Pursuant to the ~~independent investor.~~agreement, the Bank retained Cascade’s deposit of approximately $12.5 million. The lawsuit asserts three causes of action: (i) breach of contract; (ii) injunction and specific performance; and (iii) declaratory judgment. Cascade seeks the return of its deposit plus interest and attorneys’ fees and costs. The Bank is vigorously defending this matter. Given the early stages of this matter, we are not yet able to determine whether the ultimate resolution of this matter will have a material adverse effect on our financial conditions or operations.

In addition, we are a party to various routine legal proceedings arising out of the ordinary course of our business. ~~Management~~The Company believes that none of these actions, individually or in the aggregate, will have a material adverse effect on our financial condition or operations.

Note 14. Segment Financials

The Company performed a strategic evaluation of its businesses in the third quarter of 2014. As a result of the evaluation, the Company decided to discontinue its commercial lending operations, as described in Note 15, Discontinued Operations. The shift from a traditional bank balance sheet led the Company to evaluate its continuing operations. Based on the continuing operations of the Company, it was determined that there would be ~~four~~4 segments of the business: specialty finance, payments, corporate and discontinued operations. The chief decision maker for these segments is the Chief Executive Officer. Specialty finance includes commercial loan sales and securitization, SBA loans, ~~leasing~~direct lease financing and ~~SBLOCs~~security-backed lines of credit, cash value insurance policy-backed lines of credit and ~~any~~ deposits generated by those business lines. Payments include prepaid ~~cards, merchant~~card accounts, card payments, ACH processing and ~~affinity accounts.~~deposits generated by those business lines. Corporate includes the Company’s investment portfolio, corporate overhead and ~~other~~ non-allocated expenses. Investment income is ~~allocated~~reallocated to the payments segment. These operating segments reflect the way the Company views its current operations.

The following tables provide segment information for the periods indicated:



	For the three months ended September 30, 2017					For the three months ended June 30, 2020
	Specialty finance	Payments	Corporate	Discontinued operations	Total	Specialty finance	Payments	Corporate	Discontinued operations	Total
	(in thousands)					(in thousands)
Interest income	$ 21,631	$ -	$ 10,283	$ -	$ 31,914	$ 41,552	$ -	$ 10,347	$ -	$ 51,899
Interest allocation	-	10,283	(10,283)	-	-	-	10,347	(10,347)	-	-
Interest expense	848	2,709	456	-	4,013	219	1,081	353	-	1,653
Net interest income	20,783	7,574	(456)	-	27,901
Provision for loan and lease losses	800	-	-	-	800
Net interest income (loss)						41,333	9,266	(353)	-	50,246
Provision for credit losses						922	-	-	-	922
Non-interest income	13,834	14,638	535	-	29,007	(178)	20,416	128	-	20,366
Non-interest expense	14,844	16,384	12,655	-	43,883	17,590	17,261	7,769	-	42,620
Income (loss) from continuing operations before taxes	18,973	5,828	(12,576)	-	12,225	22,643	12,421	(7,994)	-	27,070
Income tax expense	-	-	5,455	-	5,455	-	-	6,787	-	6,787
Income (loss) from continuing operations	18,973	5,828	(18,031)	-	6,770	22,643	12,421	(14,781)	-	20,283
Income from discontinued operations	-	-	-	511	511
Loss from discontinued operations						-	-	-	(215)	(215)
Net income (loss)	$ 18,973	$ 5,828	$ (18,031)	$ 511	$ 7,281	$ 22,643	$ 12,421	$ (14,781)	$ (215)	$ 20,068



	For the three months ended June 30, 2019
	Specialty finance	Payments	Corporate	Discontinued operations	Total
	(in thousands)
Interest income	$ 29,890	$ -	$ 14,190	$ -	$ 44,080
Interest allocation	-	14,190	(14,190)	-	-
Interest expense	366	8,327	848	-	9,541
Net interest income (loss)	29,524	5,863	(848)	-	34,539
Provision for credit losses	600	-	-	-	600
Non-interest income	1,297	18,418	34	-	19,749
Non-interest expense	16,047	17,463	6,009	-	39,519
Income (loss) from continuing operations before taxes	14,174	6,818	(6,823)	-	14,169
Income tax expense	-	-	3,575	-	3,575
Income (loss) from continuing operations	14,174	6,818	(10,398)	-	10,594
Income from discontinued operations	-	-	-	756	756
Net income (loss)	$ 14,174	$ 6,818	$ (10,398)	$ 756	$ 11,350



	For the six months ended June 30, 2020
	Specialty finance	Payments	Corporate	Discontinued operations	Total
	(in thousands)
Interest income	$ 80,846	$ -	$ 22,519	$ -	$ 103,365
Interest allocation	-	22,519	(22,519)	-	-
Interest expense	559	6,147	3,502	-	10,208
Net interest income (loss)	80,287	16,372	(3,502)	-	93,157
Provision for credit losses	4,501	-	-	-	4,501
Non-interest income	(4,017)	40,837	145	-	36,965
Non-interest expense	34,506	34,406	12,126	-	81,038
Income (loss) from continuing operations before taxes	37,263	22,803	(15,483)	-	44,583
Income tax expense	-	-	11,139	-	11,139
Income (loss) from continuing operations	37,263	22,803	(26,622)	-	33,444
Loss from discontinued operations	-	-	-	(785)	(785)
Net income (loss)	$ 37,263	$ 22,803	$ (26,622)	$ (785)	$ 32,659



	For the six months ended June 30, 2019
	Specialty finance	Payments	Corporate	Discontinued operations	Total
	(in thousands)
Interest income	$ 60,363	$ -	$ 27,295	$ -	$ 87,658
Interest allocation	-	27,295	(27,295)	-	-
Interest expense	734	16,711	1,664	-	19,109
Net interest income (loss)	59,629	10,584	(1,664)	-	68,549
Provision for credit losses	2,300	-	-	-	2,300
Non-interest income	13,075	36,966	73	-	50,114
Non-interest expense	31,405	33,922	13,421	-	78,748
Income (loss) from continuing operations before taxes	38,999	13,628	(15,012)	-	37,615
Income tax expense	-	-	9,610	-	9,610
Income (loss) from continuing operations	38,999	13,628	(24,622)	-	28,005
Income from discontinued operations	-	-	-	1,275	1,275
Net income (loss)	$ 38,999	$ 13,628	$ (24,622)	$ 1,275	$ 29,280

For the three months ended September 30, 2016

Specialty finance

Payments

Corporate

Discontinued operations

Total

(in thousands)
Interest income

$            17,727

$                     -

$              9,005

$                     -

$           26,732
Interest allocation

-

9,005

(9,005)

-

-
Interest expense

740

1,975

475

-

3,190
Net interest income

16,987

7,030

(475)

-

23,542
Provision for loan and lease losses

750

-

-

-

750
Non-interest income

4,215

15,180

509

-

19,904
Non-interest expense

16,352

24,081

3,738

-

44,171
Income (loss) from continuing operations before taxes

4,100

(1,871)

(3,704)

-

(1,475)
Income tax expense

-

-

55

-

55
Income (loss) from continuing operations

4,100

(1,871)

(3,759)

-

(1,530)
Loss from discontinued operations

-

-

-

(24,021)

(24,021)
Net income (loss)

$              4,100

$           (1,871)

$            (3,759)

$         (24,021)

$         (25,551)



	June 30, 2020
	Specialty finance	Payments	Corporate	Discontinued operations	Total
	(in thousands)
Total assets	$ 4,174,108	$ 38,723	$ 1,872,743	$ 128,463	$ 6,214,037
Total liabilities	$ 298,212	$ 4,919,940	$ 462,806	$ -	$ 5,680,958



	December 31, 2019
	Specialty finance	Payments	Corporate	Discontinued operations	Total
	(in thousands)
Total assets	$ 3,008,304	$ 57,746	$ 2,450,256	$ 140,657	$ 5,656,963
Total liabilities	$ 247,485	$ 4,030,921	$ 894,060	$ -	$ 5,172,466

For the nine months ended September 30, 2017

Specialty finance

Payments

Corporate

Discontinued operations

Total

(in thousands)
Interest income

$            59,861

$                     -

$            31,315

$                     -

$           91,176
Interest allocation

-

31,315

(31,315)

-

-
Interest expense

2,627

7,567

989

-

11,183
Net interest income

57,234

23,748

(989)

-

79,993
Provision

2,150

-

-

-

2,150
Non-interest income

24,507

45,625

1,267

-

71,399
Non-interest expense

42,251

54,829

21,949

-

119,029
Income (loss) from continuing operations before taxes

37,340

14,544

(21,671)

-

30,213
Income tax benefit

-

-

(457)

-

(457)
Income (loss) from continuing operations

37,340

14,544

(21,214)

-

30,670
Income from discontinued operations

-

-

-

3,438

3,438
Net income (loss)

$            37,340

$           14,544

$          (21,214)

$             3,438

$           34,108

For the nine months ended September 30, 2016

Specialty finance

Payments

Corporate

Discontinued operations

Total

(in thousands)
Interest income

$            48,712

$                    2

$            25,613

$                     -

$           74,327
Interest allocation

-

25,613

(25,613)

-

-
Interest expense

2,139

5,779

1,421

-

9,339
Net interest income

46,573

19,836

(1,421)

-

64,988
Provision

1,810

-

-

-

1,810
Non-interest income

(6,787)
*
48,245

6,674

-

48,132
Non-interest expense

47,828

96,376

12,241

-

156,445
Loss from continuing operations before taxes

(9,852)

(28,295)

(6,988)

-

(45,135)
Income tax benefit

-

-

(15,324)

-

(15,324)
Income (loss) from continuing operations

(9,852)

(28,295)

8,336

-

(29,811)
Loss from discontinued operations

-

-

-

(37,909)

(37,909)
Net income (loss)

$            (9,852)

$         (28,295)

$              8,336

$         (37,909)

$         (67,720)
* Reflects writedown of investment in unconsolidated entity

September 30, 2017

Specialty finance

Payments

Corporate

Discontinued operations

Total

(in thousands)
Total assets

$        1,818,646

$             38,155

$        1,821,823

$           314,994

$        3,993,618
Total liabilities

$           645,265

$        2,702,958

$           305,934

$                       -

$        3,654,157

December 31, 2016

Specialty finance

Payments

Corporate

Discontinued operations

Total

(in thousands)
Total assets

$        2,019,180

$             27,935

$        2,450,288

$           360,711

$        4,858,114
Total liabilities

$           596,574

$        3,401,142

$           561,435

$                       -

$        4,559,151

Note 15. Discontinued Operations

The Company performed a strategic evaluation of its businesses in the third quarter of 2014 and decided to discontinue its Philadelphia commercial lending operations to focus on its specialty finance lending. The loans which constitute the commercial loan portfolio are in the process of ~~disposition.~~ disposition including transfers to other financial institutions. As such, financial results of the commercial lending operations are presented as separate from continuing operations on the consolidated statements of operations and assets of the commercial lending operations to be disposed are presented as assets ~~held for sale~~held-for-sale on the consolidated balance sheets.

The following table presents financial results of the commercial lending business included in net income (loss) from discontinued operations for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 (in thousands).

For the three months ended September 30,

For the nine months ended September 30,

2017

2016

2017

2016
Interest income
$                             3,098

$                            3,891

$                             9,594

$                          15,037
Interest expense
-

-

-

-
Provision for loan and lease losses
-

-

-

-
Net interest income after provision
3,098

3,891

9,594

15,037

Non interest income
549

575

1,001

678
Non interest expense
2,818

25,956

5,107

53,788

Income (loss) before taxes
829

(21,490)

5,488

(38,073)
Income tax (benefit) provision
318

2,531

2,050

(164)
Net income (loss)
$                               511

$                        (24,021)

$                             3,438

$                        (37,909)



	For the three months ended June 30,		For the six months ended June 30,
	2020	2019	2020	2019
Interest income	$ 1,094	$ 1,659	$ 2,368	$ 3,684
Interest expense	-	-	-	-
Net interest income	1,094	1,659	2,368	3,684

Non-interest income	1	10	14	24
Non-interest expense	1,369	750	3,431	1,984

Income (loss) before taxes	(274)	919	(1,049)	1,724
Income tax expense (benefit)	(59)	163	(264)	449
Net income (loss)	$ (215)	$ 756	$ (785)	$ 1,275



	September 30,	December 31,	June 30,	December 31,
	2017	2016	2020	2019
Loans, net	$ 277,385	$ 340,396	$ 101,762	$ 115,879
Other real estate owned	37,609	20,315	26,701	24,778
Total assets	$ 314,994	$ 360,711	$ 128,463	$ 140,657

~~The Company utilizes~~Non-interest expense included fair value losses of $819,000 for the three and six months ended June 30, 2020 and $0 for the three and six months ended June 30, 2019. Discontinued operations loans are recorded at the lower of their cost or ~~market valuations for~~fair value. Fair value is determined using a discontinued ~~operations loans which~~cash flow analysis where projections of cash flows are ~~updated based on internal loan officers’ information, third party consultant information,~~developed in consideration of internal loan review analysis and ~~third party review~~default/prepayment assumptions for smaller pools of ~~impairments. Based on that review, weighted average fair values were applied~~loans. These credit and collateral related assumptions are subject to ~~the loans not specifically reviewed.~~uncertainty. The results of discontinued operations do not include any future severance payments. Of the approximately $1.1 billion in book value of loans in that portfolio as of the September 30, 2014 date of discontinuance of operations, ~~$315.0~~$128.5 million of loans and other real estate owned remain in assets ~~held for sale~~held-for-sale on the June 30, 2020 consolidated balance sheet as a result of loan sales, principal paydowns and fair value ~~charges.~~charges as of June 30, 2020. The Company is attempting to ~~sell~~dispose of those remaining ~~loans.~~ loans and other real estate owned.

Additionally, the consolidated balance sheet reflects ~~$107.7~~$34.1 million in investment in unconsolidated entity, which is comprised of notes owned by the Company as a result of the sale of certain discontinued loans to Walnut Street, see Note 8, Fair Value Measurements.

The investment in Walnut Street is classified as continuing operations in the accompanying consolidated financial statements.

Note 16. Subsequent Events

The Company evaluated its ~~September~~June 30, ~~2017~~2020 consolidated financial statements for subsequent events through the date the consolidated financial statements were issued. The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements, not otherwise disclosed herein.

‎

Part I - Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

When used in this Form 10-Q, the words “believes”, “anticipates”, “expects” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties more particularly described in Item 1A, under the caption “Risk Factors,” in ~~our~~this Form 10-Q and Annual Report on Form 10-K for the year ended December 31, ~~2016~~2019 and in other of our public filings with the Securities and Exchange Commission. These risks and uncertainties could cause actual results to differ materially from those expressed or implied in this Form 10-Q. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances after the date of this ~~report~~Form 10-Q except as required by applicable law.

In the following discussion we provide information about our results of operations, financial condition, liquidity and asset quality. We intend that this information facilitate your understanding and assessment of significant changes and trends related to our financial condition and results of operations. You should read this section in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2019.

~~Overview~~Recent Developments

The Coronavirus has impacted our financial performance, primarily through unrealized losses on commercial loans originated for sale. Our year-to-date net income of $32.7 million reflected pre-tax charges of approximately $6.1 million for such unrealized losses which were directly related to the economic impact of the Coronavirus. Additional charges attributed to Coronavirus included an approximate $849,000 increase in the provision for credit losses related to economic factors and $819,000 of fair value charges in discontinued operations. Except for $940,000 of fair value charges in second quarter 2020, these reductions in income were recognized in first quarter 2020. As a result of the potentially unique impact of the Coronavirus on our financial performance, we have added new loan tables under “Financial Condition-Loan Portfolio”. The $60.4 million of hotel loans in our commercial loans held-for-sale portfolio may represent an elevated risk. However, the vast majority of that $1.59 billion portfolio are multi-family loans, which by a nationally recognized analytics firm have an updated expected Coronavirus cumulative loss rate of 1.2%. Our next largest $1.30 billion loan portfolio is substantially all comprised of SBLOC and IBLOC loans which have not incurred losses, notwithstanding the recent historic declines in equity markets. Approximately half of the SBA loan portfolio is U.S. government guaranteed, and the U.S. government is paying principal and interest on those loans for a six month period which began in April 2020. The majority of the other SBA loans consist of commercial mortgages with 50% to 60% origination date loan-to-value.For leases which experience credit issues, we have recourse to the leased vehicles. While there is uncertainty related to the future, we believe these are positive characteristics of our loan portfolio which demonstrate lower risk than other forms of lending. The unrealized losses noted above could reverse in the future, depending on market conditions, interest rates and loan performance, but if losses materialize, that amount represents future potential offsets against such future losses.

U.S. government efforts to address the economic impact of the Coronavirus include several actions which have and will directly impact us as follows.

The Paycheck Protection Program provides for our making loans as an SBA lender which are fully guaranteed by the U.S. government to allow businesses to continue funding their payrolls and related costs. We have originated approximately 1,250 Paycheck Protection Program (PPP) loans, totaling in excess of $200 million, which we expect will net approximately $5.5 million of fees and interest. The average loan size was approximately $165,000, with over 90% of the loans under $350,000. While it was originally anticipated that these fees would be recognized earlier, new legislation and rulemaking have resulted in their estimated recognition over approximately eleven months beginning April 2020.

The Small Business Administration (SBA) began, in April 2020, to make six months of principal and interest payments on SBA 7a loans, which are generally 75% guaranteed by the U.S. government. As of June 30, 2020, we had $306.4 million of related guaranteed balances, and additionally had $207.9 million of PPP loans which were also guaranteed.

Accounting and banking regulators have determined that deferrals of up to six months of principal and interest payments on loans do not represent material changes in loan terms. Accordingly, such loans will not, during the deferral period, be classified as delinquent, non-accrual or restructured.

The following table summarizes our loan payment deferrals as of June 30, 2020 (in thousands):


	Principal for loans with deferrals	Total principal by loan category	% of total loan principal with deferrals
Commercial real estate loans held-for-sale (excluding SBA loans)	$ 31,272	$ 1,587,039	2%
Securities backed lines of credit, insurance backed lines of credit & advisor financing	2,237	1,302,879	<1%
Small business lending, substantially all SBA loans	187,081	805,796	23%
Direct lease financing	79,696	422,505	19%
Discontinued operations	18,173	106,430	17%
Other consumer loans and specialty lending	-	6,709	0%
Total	$ 318,459	$ 4,231,358	8%

Overview

We are a Delaware financial holding company and our primary subsidiary, which we wholly ~~owned,~~own, is The Bancorp Bank, which we refer to as the Bank. The vast majority of our revenue and income is currently generated through the Bank. In our continuing ~~lending~~ operations, we have four primary lines of specialty lending:

securities-backed lines of credit, or SBLOC, ~~automobile fleet~~ and ~~other equipment~~ insurance policy cash value-backed lines of credit, or IBLOC;

leasing (direct lease financing);

Small Business Administration, or SBA ~~and~~ loans, and

loans generated for sale into capital markets primarily through commercial loan securitizations, or CMBS.

SBLOCs and IBLOCs are loans which are generated through institutional banking affinity groups and are respectively collateralized by marketable ~~securities.~~securities and the cash value of insurance policies. SBLOCs are typically offered in conjunction with brokerage accounts and are offered nationally. ~~Automobile~~Vehicle fleet and other equipment leases are generated in a number of Atlantic ~~coast~~Coast and other states. SBA loans and commercial loans generated for sale ~~into CMBS capital markets~~ are made nationally. Our CMBS loans are collateralized multi-family properties (apartment buildings).

InThe majority of our deposit accounts and non-interest income are generated in our payments business line which consist of consumer deposit accounts accessed by prepaid or debit cards, or issuing, automated clearing house, or ACH accounts and the collection of payments through credit card companies on behalf of merchants. The issuing deposit accounts are comprised of debit and prepaid card accounts that are generated with the assistance of independent companies that market directly to end users. Our issuing deposit account types are diverse and include: consumer and business debit, general purpose reloadable prepaid, pre-tax medical spending benefit, payroll, gift, government, corporate incentive, reward, business payment accounts and others. Our ACH accounts facilitate payments such bill payments, and our acquiring accounts provide clearing and settlement services for payments made to merchants which must be settled through associations such as Visa or MasterCard. We also provide banking ~~operations, we focus on providing our~~ services ~~on a national basis~~ to organizations with a pre-existing customer base ~~who can use one or more selected banking services~~ tailored to support or complement the services provided by these organizations to their customers. These services include ~~private label banking; credit~~loan and ~~debit card processing~~deposit accounts for ~~merchants affiliated with independent service organizations; and prepaid cards, also known as stored value cards, for insurers, incentive plans, large retail chains and consumer service organizations.~~investment advisory companies through our institutional banking department. We typically provide these services under the name and through the facilities of each organization with whom we develop a relationship. We refer to this, generally, as affinity ~~group~~ banking. ~~Our private label banking, merchant processing and prepaid card programs are a source of fee income and low-cost deposits.~~

In the third quarter of 2014, we decided to discontinue our Philadelphia-based commercial lending operations. The loans which constitute that portfolio are in the process of disposition. This represents a strategic shift to a focus on our national specialty lending programs, including small fleet leasing, SBLOC, CMBS origination and SBA lending. We have been and anticipate using the proceeds from disposition to acquire investment securities and to provide liquidity to fund growth in our continuing specialty lending lines. Yields we obtain from reinvestment of the proceeds will be subject to economic and other conditions at the time of reinvestment, including market interest rates, many of which will be beyond our control. We cannot predict whether income resulting from the reinvestment of loans we hold for sale resulting from discontinued operations will match or exceed the amount from the sold loans. Of the approximate $1.1 billion in book value of loans in that commercial and residential portfolio as of the September 30, 2014 date of discontinuance of operations, ~~$315.0~~$128.5 million of loans and other real estate owned remain in assets ~~held for sale~~held-for-sale from discontinued operations on the June 30, 2020 balance sheet, which reflects the impact of related sales, paydowns and fair value charges. Additionally, ~~the~~that balance sheet reflects ~~$107.7~~$34.1 million in investment in unconsolidated entity, Walnut Street, which is comprised of notes owned by the Company as a result of the sale of certain discontinued loans. In the third quarter, the independent investor in Walnut Street took actions which may result in litigation which may result in financial loss to the Bank, although in the opinion of counsel that is unlikely (see note 13 to the financial statements).

The results of the first nine months of 2017 reflected a return to profitability, consistent with our business plan and budget. The improvement reflected revenue growth, expense reductions, the conclusion of BSA lookback expense in 2016 and credit related charges in discontinued operations in 2016. Year to dateOur net income of $20.1 million for ~~2017 was $34.1 million. Continuing~~the second quarter of 2020 compared to $11.4 million for the second quarter of 2019, primarily as a result of growth in net interest income, ~~resulted from loan growth including~~which increased $15.7 million, and reflected an $11.3 million increase in interest on commercial real estate loans originated for securitization. Related average balances increased 234% to $1.51 billion between these periods. A planned sale of approximately $825 million of CRE loans by us that we expected to complete in April 2020, was not consummated by the purchaser, and if not sold, these balances will be retained on our balance sheet as earning assets. Net interest income also reflected

an increase of $2.2 million for SBA interest. SBLOC ~~balances which grew 16% year over year with leasing~~ and ~~SBA balances each growing 11% year over year. In addition~~IBLOC loans totaled $1.29 billion at June 30, 2020, compared to ~~the impact~~$837.7 million at June 30, 2019, reflecting 54% annual growth. Related interest income decreased $1.6 million as a result of ~~loan growth,~~75 basis points of Federal Reserve rate ~~increases also resulted~~reductions in ~~higher~~2019 and historic reductions of 1.5% in first quarter 2020. The increase in net interest income ~~while interest expense increased to a lesser extent. The Bank’s~~also reflected reductions in cost of funds. While our largest funding source, prepaid and debit card ~~deposits,~~accounts, contractually adjust to only a ~~fraction~~portion of increases or decreases in market ~~rates. Expense~~rates, the Federal Reserve reductions ~~also contributed to the first nine months~~resulted in a 12 basis point cost of ~~2017 earnings,~~funds in second quarter 2020. Prepaid, debit card and non-interest expense was $8.3 million less than the first nine months of 2016, excluding Bank Secrecy Act lookback expenses. Additional expense reductions are being pursued and may impact future periods; however, timing of such expense reductions is difficult to project. In the third quarter of 2017, the FDIC notified the Bank that it intended to pursue a civil money penalty to be paid by the Bank. While the

~~Bank is still evaluating its position with respect to the penalty, $2.5 million of expense was accrued in the third quarter (see note 13 to the financial statements). Prepaid card~~related fees are the largest driver of non-interest income. ~~Fees in~~Such fees for second quarter 2020 increased 18% over the ~~first nine months of 2017 were~~ comparable ~~to the first nine months of 2016 reflecting the exit of a client which changed ownership~~2019 period and ~~the termination of several programs whose sponsors decided to exit prepaid cards. Those volumes were partially offset by organic growth in other programs. A decrease in assets from $4.2 billion~~totaled $18.7 million. For those periods, non-interest expense increased $3.1 million, or 7.8%. The holding company leverage ratio was 8.5% at ~~September~~June 30, ~~2016 to $4.0 billion at September 30, 2017 reflected the exit of less profitable deposit relationships.~~ 2020.

Critical Accounting Policies and Estimates

Our accounting and reporting policies conform with accounting principles generally accepted in the United States and general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates. We believe that the determination of our allowance for ~~loan~~credit losses on loans, leases and ~~lease losses,~~securities, our determination of the fair value of financial instruments and the level in which an instrument is placed within the valuation hierarchy, ~~our determination of other than temporary impairment,~~ and income taxes involve a higher degree of judgment and complexity than our other significant accounting policies.

We determine our allowance for ~~loan and lease~~credit losses using the current expected credit losses method, or CECL, with the objective of maintaining a reserve level we believe to be sufficient to absorb our estimated probable credit losses. We base our determination of the adequacy of the allowance on periodic evaluations of our loan portfolio and other relevant factors. However, this evaluation is inherently subjective as it requires material estimates, including, among others, expected default probabilities, the amount of loss we may incur on a defaulted loan, expected commitment usage, the amounts and timing of expected future cash flows on ~~impaired~~credit deteriorated loans, value of collateral, estimated losses on consumer loans and residential mortgages, and ~~general amounts for~~ historical loss experience. We also evaluate economic conditions and uncertainties in estimating losses and inherent risks in our loan portfolio. To the extent actual outcomes differ from our estimates, we may need additional provisions for loan losses. Any such additional provisions for loan losses will be a direct charge to our earnings. See “Allowance for ~~Loan and Lease~~Credit Losses”.

The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. We estimate the fair value of a financial instrument using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, we estimate fair value. Our valuation methods and inputs consider factors such as types of underlying assets or liabilities, rates of estimated credit losses, interest rate or discount rate and collateral. Our best estimate of fair value involves assumptions including, but not limited to, various performance indicators, such as historical and projected default and recovery rates, credit ratings, current delinquency rates, loan-to-value ratios and the possibility of obligor refinancing.

At the end of each quarter, we assess the valuation hierarchy for each asset or liability measured. From time to time, assets or liabilities may be transferred within hierarchy levels due to changes in availability of observable market inputs to measure fair value at the measurement date. Transfers into or out of hierarchy levels are based upon the fair value at the beginning of the reporting period.

We periodically review our investment portfolio to determine whether unrealized losses on securities ~~are temporary,~~result from credit, based on evaluations of the creditworthiness of the issuers or guarantors, and underlying collateral, as applicable. In addition, we consider the continuing performance of the securities. We recognize credit losses through the ~~income statement.~~Consolidated Statements of Operations. If management believes market value losses ~~are temporary and that we have the ability and intention to hold those securities to maturity,~~not credit related, we recognize the reduction in other comprehensive income, through equity. We evaluate whether a credit loss exists by considering primarily the following factors: (a) the length of time and extent to which the fair value has been less than the amortized cost of the security, (b) changes in the financial condition, credit rating and near-term prospects of the issuer, (c) whether the issuer is current on contractually obligated interest and principal payments, (d) changes in the financial condition of the security’s underlying collateral and (e) the payment structure of the security. If a credit loss is determined, we estimate expected future cash flows to estimate the credit loss amount with a quantitative and qualitative process that incorporates information received from third-party sources and internal assumptions and judgments regarding the future performance of the security.

We account for our stock-based compensation plans based on the fair value of the awards made, which include stock options, restricted stock, and performance based shares. To assess the fair value of the awards made, management makes assumptions as to expected stock price volatility, option terms, forfeiture rates and dividend rates. All of these estimates and assumptions may be susceptible to significant change that may impact earnings in future periods.

We account for income taxes under the liability method whereby we determine deferred tax assets and liabilities based on the difference between the carrying values on our consolidated financial statements and the tax basis of assets and liabilities as measured by the enacted

tax rates which will be in effect when these differences reverse. Deferred tax expense (benefit) is the result of changes in deferred tax assets and liabilities. ~~We currently use the tax expenses as calculated on year-to-date numbers, since small changes in annual estimates would have a significant change in the annual effective rate.~~

~~Financial Statement Restatement;~~ Regulatory Actions

We have adjusted our financial statement presentation for items related to discontinued operations. Separately, we have restated our financial statements for periods from 2010 through September 30, 2014, the last date through which financial statements previously had been filed prior to our 2015 filing of our Annual Report on Form 10-K for the year ended December 31, 2014. The restatement reflected the recognition of provisions for loan losses and loan charge-offs for discontinued operations in periods earlier than those in which those charges were initially recognized. The majority of these loan charges were originally recognized in 2014, primarily in the third quarter, when commercial lending operations were discontinued. An additional $28.5 million of discontinued operations losses that were not previously reported were included within these periods. Also, $12.7 million of losses incurred in 2015 related to loans that were resolved

before the issuance date of our financial statements and were reflected in our 2014 financial statements. Substantially all of the losses and corresponding restatement adjustments resulted from the discontinued commercial loan operations.

The Bank ~~has~~ entered into a Stipulation and Consent to the Issuance of a Consent Order oreffective August 7, 2012, which we refer to as the ~~2014~~2012 Consent ~~Order, with the Federal Deposit Insurance Corporation, or FDIC, which became effective on September 5, 2014.~~Order. The Bank took this action without admitting or denying any charges of unsafe or unsound banking practices or violations of law or ~~regulation relating to~~regulation. Under the ~~Bank’s BSA compliance program.~~

~~The 2014~~2012 Consent Order, ~~requires~~ the Bank agreed to ~~take certain affirmative actions to comply with~~increase its ~~BSA obligations, among them: appoint~~supervision of third-party relationships, develop new written compliance and related internal audit compliance programs, develop a ~~qualified BSA/OFAC (Office~~new third-party risk management program and screen new third-party relationships as provided in the Consent Order. As part of ~~Foreign Assets Control) officer; revise~~ the written BSA Compliance Program; develop and implement additional policies and procedures for suspicious activity monitoring and reporting; review and enhance customer due diligence and risk assessment processes; review past account activity to determine whether suspicious activity was properly identified and reported; strengthen internal controls, including augmenting oversight by the Bank’s Board of Directors of BSA activities; establish an independent testing program; and develop policies and procedures to govern staffing and training for BSA compliance.

~~To date,~~Consent Order, the Bank ~~has implemented multiple upgrades that address the requirements of the 2014 Consent Order, such as appointing~~agreed to pay a qualified BSA/OFAC officer, increasing oversight and staffing of the BSA compliance function, improving practices and procedures to monitor and report transactions, and increasing training, as well as adopting an independent testing program to ensure adherence to more effective BSA standards.

Until the Bank submits to the FDIC (and the FDIC approves) a BSA report summarizing the completion of its corrective actions, the 2014 Consent Order places some restrictions on certain activities as follows: the Bank is restricted from signing and boarding new independent sales organizations, issuing new non-benefit related reloadable prepaid card programs, establishing new distribution channels for existing non-benefit reloadable prepaid card programs and originating Automated Clearing House transactions for new merchant-related payments. Until we receive the FDIC’s approval, restrictions in these specific areas may potentially impact their growth. We do not believe that these restrictions will have a material impact on current revenue levels. The Bank utilized one primary consultant related to its BSA-AML (Anti-Money Laundering) program refinement and one primary consultant related to conducting a lookback review of historical transactions to confirm that suspicious activity was properly identified and reported in accordance with applicable law. The consultant assisting with the BSA-AML program refinement completed its work in 2014. The consultant performing the BSA lookback completed its work in July 2016, and no additional related fees are expected to be incurred. Suspicious activity reports resulting from the lookback have been filed.

On August 27, 2015, the Bank entered into an Amendment to Consent Order, or the Amendment, with the FDIC, amending the 2014 Consent Order. The Bank took this action without admitting or denying any additional charges of unsafe or unsound banking practices or violations of law or regulation relating to continued weaknessescivil money penalty in the ~~Bank’s BSA compliance program. The Amendment provides that the Bank may not declare or pay any dividend without the prior written consent~~amount of ~~the FDIC and for certain assurances regarding management.~~

On May 11, 2015, the Federal Reserve issued a letter, or the Supervisory Letter, to the Bank as a result of the 2014 Consent Order and the Amendment, (which, at the time of the Supervisory Letter, was in proposed form), which provides that we may not pay any dividends on our common stock, make any distributions to our European entities or make any interest payments on our trust preferred securities, without the prior written approval of the Federal Reserve. It further provides that we may not incur any debt (excluding payables in the ordinary course of business) or redeem any shares of our stock, without the prior written approval of the Federal Reserve. The Federal Reserve approved the payment of the interest on our trust preferred securities$172,000, which was ~~due September 15, 2017. Future payments are subjectto future approval by the Federal Reserve.~~paid in 2012.

On December 23, 2015, the Bank entered into a Stipulation and Consent to the Issuance of an Amended Consent Order, Order for Restitution, and Order to Pay Civil Money Penalty with the FDIC, which we refer to as the 2015 Consent Order. The Bank took this action without admitting or denying any charges of violations of law or regulation. The 2015 Consent Order ~~supercedes~~amended and restated in its entirety the terms of ~~a previous consent order entered into in 2012.~~ the 2012 Consent Order.

The 2015 Consent Order was based on FDIC allegations regarding electronic fund transfer, or EFT, error resolution practices, account termination practices and fee practices of various third parties with whom the Bank had previously provided, or currently provides, deposit-related products, ~~which~~whom we refer to as Third Parties. The specific operational practices of the third parties identified by the FDIC were the following: practices related to the termination of a third-party rewards program tied to deposit accounts, including the timing of the notice of termination, and the disclosure of the effects of such termination on the consumer’s ability to obtain unredeemed rewards; practices performed by third parties related to the time frames within which we must respond to a consumer’s notice of error related to electronic transactions related to various types of deposit accounts; and, practices related to the timing and frequency of disclosed account fees and the manner by which the accountholder is notified of these fees in periodic statements which are generated by third parties. The 2015 Consent Order continues the Bank's obligations originally set forth in the 2012 Consent Order, including its obligations to increase board oversight of the Bank's compliance management system, or CMS, improve the Bank's CMS, enhance its

internal audit program, increase its management and oversight of Third Parties, and correct any apparent violations of law. The

In addition to restating the general terms of the 2012 Consent Order, the 2015 Consent Order ~~also~~ directs the Bank’s Board of Directors to establish a Complaint and Error Claim Oversight and Review Committee, which we refer to as the Complaint and Error Claim Committee, to review and oversee the Bank’s processes and practices for handling, monitoring and resolving consumer complaints and EFT error claims (whether received directly or through Third Parties) and to review management's plans for correcting any weaknesses that may be found in such processes and practices; and implement a corrective action plan regarding those prepaid cardholders who asserted or attempted to assert EFT error claims and to provide restitution to cardholders harmed by EFT error resolution practices. The Bank’s Board of Directors appointed the required Complaint and Error Claim Committee on January 29, 2016.

The 2015 Consent Order also requires the Bank to implement a corrective action plan, or CAP, to remediate and provide restitution to those prepaid cardholders who asserted or attempted to assert, or were discouraged from initiating EFT error claims and to provide restitution to cardholders harmed by EFT error resolution practices. The 2015 Consent Order requires that if, through the CAP, the Bank identifies prepaid cardholders who have been adversely affected by a denial or failure to resolve an EFT error claim, the Bank will ensure that monetary restitution is made. The Bank completed its implementation of the CAP on January 15, 2020. As of the completion date, $1,592,505.82 of restitution was paid to consumers of which $4,389.06 was paid by the Bank and the remaining amount by Third Parties.

The 2015 Consent Order also imposed a $3 million civil money penalty on the Bank, which the Bank has paid and which was recognized as expense in ~~process.~~the fourth quarter of 2015.

~~We received~~On June 5, 2014, the Bank entered into a ~~subpoena from~~Stipulation and Consent to the ~~SEC, dated March 22, 2016,~~Issuance of a Consent Order with the FDIC, which we refer to as the 2014 Consent Order. The Bank took this action without admitting or denying any charges of unsafe or unsound banking practices or violations of law or regulation relating to ~~an investigation by~~ the ~~SEC~~Bank’s Bank Secrecy Act, or BSA, compliance program. As described below, the 2014 Consent Order was lifted in May 2020. The Bank consented to the issuance of the ~~restatement~~2014 Consent Order without admitting or denying any charges of our financial statements for the years ended December 31, 2010 through December 31, 2013 and the interim periods ended March 31, 2014, September 30, 2014 and September 30, 2014, which restatement was filed with the SEC on September 28, 2015, and the facts and circumstances underlying the restatement. We are cooperating fully with the SEC's investigation. The costs to respondunsafe or unsound banking practices or violations of law or regulation relating to the ~~subpoena and cooperate~~Bank’s Bank Secrecy Act, or BSA, compliance program. The 2014 Consent Order required the Bank to take certain affirmative actions to comply with ~~the SEC's investigation have been material, and we expect such costs to continue to be material at least through the completion~~its BSA obligations, including a look-bak review. Satisfaction of the ~~SEC’s investigation.~~

On October 5, 2016, the Consumer Financial Protection Bureau (CFPB) released its final Prepaid Card Rule (Final Prepaid Rule), which it first proposed by publication on December 23, 2014. The general effective date of the Final Prepaid Rule was October 1, 2017, but applicability of certain requirements of the ~~Final Prepaid Rule are delayed until October 1, 2018. However, on April 20, 2017~~2014 Consent Order was subject to the ~~CFPB released a final rule delaying the general effective date~~review of the ~~Final Prepaid Rule~~FDIC and the Delaware State Bank Commissioner. Expenses associated with the required look-back review were significant in 2015 and 2016. The look-back review was completed in the third quarter of 2016. The 2014 Consent Order restricted the Bank from signing and boarding new independent sales organizations, establishing new non-benefit reloadable prepaid card programs and originating Automated Clearing House transactions for new merchant-related payments until ~~April 1, 2018. The Final Prepaid Rule regulates~~the Bank submitted to the FDIC and Delaware State Bank Commissioner a report summarizing the same completion of certain ~~prepaid products, including physical cards as well as codes and other access devices. The Final Prepaid Rule did not materially deviate from~~BSA-related corrective actions (“BSA Report”). During the ~~terms~~period prior to the approval of the ~~proposed rule that we have disclosed in previous filings.~~BSA Report by the FDIC and Delaware State Bank Commissioner, those aspects of the growth of our card payment processing and prepaid card operations were affected. The ~~Final Prepaid Rule among other things, causes prepaid products to be fully-covered~~Bank provided the FDIC and the Delaware State Bank Commissioner with the required BSA Report as of December 31, 2019. The BSA Report was implicitly approved by ~~Regulation E, which implements~~ the ~~Electronic Fund Transfer Act,~~FDIC and ~~to be covered by Regulation Z, which implements~~Delaware State Bank Commissioner upon the ~~Truth in Lending Act,~~termination of the Order as described below.

On December 18, 2019, the Bank’s Board of Directors, without admitting or denying any violations of law, regulation or the provisions of the 2014 Consent Order, executed a Stipulation and Consent to the ~~extent the prepaid product accesses a “credit” feature.~~

The Final Prepaid Rule and related commentary is over 1,600 pages in length and provides significant discussion, materials and commentary that we are currently assessing. The Final Prepaid Rule includes a significant numberIssuance of changes to the regulatory framework for prepaid products, some of which include: (a) establishing a definition of “prepaid account” within Regulation E that includes reloadable and non-reloadable physical cards, as well as codes or other devices, and focuses on how the product is issued and used; (b) modifying Regulation E to require that short form and long form disclosures be provided to a consumer prior to a consumer agreeing to acquire a prepaid account with certain exceptions and with specified forms that, if used, would provide a safe harbor for financial institutions; (c) extending to prepaid accounts the periodic transaction history and statement requirements of Regulation E, with certain specified permissible alternatives to the provision of periodic statements; (d) extending the error resolution and limited liability provisions of Regulation E to prepaid cards, with some modifications specific to prepaid cards; (e) requiring financial institutions to provide prepaid account agreements to the CFPB and to either post them to the issuer’s website or provide them upon request of the consumer in specified manner and timeframes; (f) extending Regulation Z’s credit card rules and disclosure requirements to prepaid accounts that provide overdraft protection and other credit features and incorporating into Regulation Z a new definition of “hybrid prepaid-credit card”; (g) requiring an issuer to obtain a prepaid account holder’s consent prior to adding overdraft services or other credit features and prohibiting the issuer from adding overdraft services or other credit features for at least 30 calendar days after a consumer registers the prepaid account; and (h) prohibiting the application of different terms and conditions, such as charging different fees, to a prepaid account depending on whether the consumer elects to link the prepaid account to overdraft services or other credit features.

The Final Prepaid Rule represents a material change in the rules and regulations governing prepaid cards. We rely on prepaid cards as the largest single component of our deposits and the largest single component of our non-interest income. We are continuing to evaluate the Prepaid Card Rule and the impact it may have on our business and our results of operations. We are in the process of evaluating and building implementation plans for the Prepaid Card Rule and, as such, we cannot reasonably quantify the financial impact, if any, that implementation of the Prepaid Card Rule may have on the Bank’s business, financial condition, or results of operations.

On July 10, 2017, the CFPB issued a final rule to regulate arbitration agreements in contracts for specified consumer financial product and services (Arbitration Rule). The Arbitration Rule prohibits covered providers of certain consumer financial products and services from using an agreement with a consumer that provides for arbitration of any future dispute between the parties to bar the consumer from filing or participating in a class action concerning the covered consumer financial product or service. The Arbitration Rule also requires covered providers that are involved in an arbitration pursuant to a pre-dispute arbitration agreement to submit specified arbitral records to the CFPB together with specified court records. The Arbitration Rule becomes effective on March 19, 2018; however, on November 1, 2017, President Trump signed legislation to repeal the Arbitration Rule.

~~inadvertently resulted in consumers that engaged in signature-based point of sale transactions~~$7.5 million based on supervisory findings during the period ~~from December 2010~~of 2013 to ~~November 2014 being charged a greater fee than what was disclosed~~2019 related principally to deficiencies in the Bank’s legacy Bank Secrecy Act/Anti-Money Laundering (BSA/AML) Programs and alleged violations of law during the period, as well as the length of time the Bank has taken to fully implement the corrective actions required by the ~~Bank. Impacted consumers are being reimbursed by~~2014 Consent Order. The Bank paid this amount and it was recognized as an expense in the ~~Third Party Processor at its own expense. The Restitution Order would require~~Company’s financial statements in the fourth quarter of 2019.

On May 15, 2020, the FDIC notified the Bank ~~to make such reimbursements if not otherwise made~~that it issued an Order Terminating Consent Order thereby lifting the 2014 Consent Order by ~~the Third Party Processor, however,~~and between the Bank ~~is indemnified by~~and the ~~Third Party Processor for such reimbursements. Although~~FDIC. The FDIC’s order was effective on May 14, 2020. The termination of the 2014 Consent Order confirms that the Bank ~~is still evaluating~~has satisfactorily complied with all requirements of the 2014 Consent Order, most notably related to its ~~position with regard~~Bank Secrecy Act compliance program and anti-money laundering and sanctions controls. The FDIC’s lifting of the 2014 Consent Order also means that the business-related restrictions contained in the 2014 Consent order are no longer applicable to the ~~Restitution Order and~~Bank. The State of Delaware’s Office of the ~~CMP Order, the Company accrued $2,500,000 of related expense in its financial statements for the quarter ended September 30, 2017 in connection~~State Bank Commissioner concurred with the ~~CMP Order. Any amounts owed from the CMP Order would not be subject to any indemnification or recovery from any third party.~~ FDIC in taking this action.

Results of Operations

~~Third~~Second quarter ~~2017~~2020 to ~~third~~second quarter ~~2016~~2019

Net Income:~~The improvement~~ Income from continuing operations before income taxes was $27.1 million in ~~net income in third~~the second quarter ~~2017~~of 2020 compared to ~~third~~$14.2 million in the second quarter ~~2017 reflected revenue growth, expense reductions, the conclusion~~ of ~~BSA lookback expense in 2016 and credit related charges in discontinued operations in 2016.~~ 2019. Net income from continuing operations for the ~~third~~second quarter of ~~2017~~2020 was ~~$6.8~~$20.3 million, or ~~$0.12~~$0.35 per diluted share, compared to ~~net loss of $1.5~~$10.6 million, or ~~$0.03~~$0.19 per diluted share, for the ~~third~~second quarter of ~~2016.~~2019. Income from continuing operations increased between those respective periods primarily as a result of higher net interest income. After discontinued operations, net income for the ~~third~~second quarter of ~~2017 was $7.3~~2020 amounted to $20.1 million, compared to ~~a net loss of $25.6~~$11.4 million for the ~~third~~second quarter of ~~2016.~~2019. Net interest income for the ~~third~~second quarter of ~~2017 compared~~2020 increased 45.5%, to $50.2 million from $34.5 million in the ~~third~~second quarter of ~~2016 increased to $27.9 million from $23.5 million~~2019 primarily as a result of higher loan balances and ~~higher yields, reflecting~~lower interest expense. The lower interest expense reflected the impact of the Federal Reserve’s 1.5% first quarter 2020 rate ~~increases.~~decreases and its 75 basis point decline in the third and fourth quarters of 2019. The provision for ~~loan and lease~~credit losses increased ~~$50,000~~$322,000 to ~~$800,000~~$922,000 in the ~~third~~second quarter of ~~2017~~2020 compared to ~~$750,000~~$600,000 in the ~~third~~second quarter of ~~2016.~~2019. Non-interest income (excluding security gains and losses) increased~~$9.6 million, which resulted primarily from~~ $617,000, reflecting an increase in ~~gain on sale of loans into two securitizations. Non-interest expense~~prepaid, debit card and related fees which was partially offset by variances in other categories. There was a 17.9% increase in prepaid, debit card and related fees, to $18.7 million, in the ~~third~~second quarter of ~~2017~~2020. That increase was ~~comparable to third quarter 2016. Cost reductions in data processing, consulting and other expenses were largely~~partially offset by a ~~$2.5 million civil money penalty~~decrease in ~~third quarter 2017 (see note 13 to~~ACH, card and other payment processing fees of $814,000, a $792,000 increase in the ~~financial statements)~~loss on commercial loans originated for sale and a ~~$1.1~~$584,000 decrease in leasing related income. Non-interest expense increased $3.1 million, ~~contractual exit fee. The exit fee was for a data processing contracts which will be significantly exceeded by future savings. Lower data processing expense reflected~~or 7.8%. to $42.6 million in the ~~impact~~second quarter of ~~a renegotiated data processing contract and~~2020 compared to $39.5 million in the ~~phase out~~second quarter of ~~an affinity program. A $21.5~~2019, reflecting $3.7 million ~~loss from discontinued operations in third quarter 2016 resulted primarily from the writedown~~ of ~~a $42 million loan secured by a shopping mall.~~higher salary expense. Diluted income per share was ~~$0.13~~$0.35 in the ~~third~~second quarter of ~~2017~~2020 compared to ~~$0.54 loss~~$0.20 diluted income per share in the ~~third~~second quarter of ~~2016~~2019 primarily reflecting the factors noted above.

Net Interest Income: Our net interest income for the ~~third~~second quarter of ~~2017~~2020 increased to ~~$27.9~~$50.2 million, an increase of ~~$4.4~~$15.7 million, or ~~18.5%~~45.5% from ~~$23.5~~$34.5 million in the ~~third~~second quarter of ~~2016.~~2019. Our interest income for the ~~third~~second quarter of ~~2017~~2020 increased to ~~$31.9~~$51.9 million, an increase of ~~$5.2~~$7.8 million, or ~~19.4%~~17.7% from ~~$26.7~~$44.1 million for the ~~third~~second quarter of ~~2016.~~2019. The increase in interest income resulted primarily from higher loan ~~balances and higher yields.~~balances. Our average loans and leases increased to ~~$1.84~~$3.93 billion for the ~~third~~second quarter of ~~2017~~2020 from ~~$1.68~~$2.23 billion for the ~~third~~second quarter of ~~2016,~~2019, an increase of ~~$154.7 million.~~$1.70 billion, or 76.3%. Related interest income increased ~~$3.7~~$11.6 million on a tax equivalent basis. The increase in average loans primarily reflected ~~organic~~ growth in ~~leasing, SBA~~commercial loans originated for securitization and SBLOC, ~~lending.~~IBLOC and SBA loans. The amount of the average daily balance of our commercial mortgages originated for securitization increased $1.06 billion in second quarter 2020, or 234% from second quarter 2019. Of the total $11.6 million increase in loan interest income, the largest increases were $11.3 million for commercial loans generated for securitization to $18.3 million and $2.2 million for SBA loans to $9.3 million. These increases were partially offset by decreases, primarily in SBLOC and IBLOC loans, the total of which decreased $1.6 million, reflecting the impact of Federal Reserve rate reductions. Our average investment securities ~~decreased to $1.25~~of $1.34 billion for the ~~third~~second quarter of ~~2017~~2020 decreased slightly from ~~$1.42~~the $1.45 billion for the ~~third~~second quarter of ~~2016, as investment securities were replaced with higher yielding loans. Notwithstanding the decrease in average balances, related~~2019. Related tax equivalent interest income ~~increased $412,000 on a tax equivalent basis as a result of higher yields.~~decreased $1.5 million, primarily reflecting decreases in rates. Yields on ~~both~~ loans and ~~investment~~ securities ~~increased~~decreased as a result of the impact of the Federal Reserve’s 2020 and 2019 rate ~~increases~~decreases on variable rate obligations, partially offset by interest rate floors on the commercial loans ~~and securities. Rates paid on deposits and resulting~~originated for sale. While interest income increased by the aforementioned $7.8 million, interest expense ~~adjusted only partially~~decreased by $7.9 million as deposits also repriced to the ~~Federal Reserve’s~~lower rate ~~increases.~~environment. The decrease in interest expense also reflected lower balances of overnight borrowings.

Our net interest margin (calculated by dividing net interest income by average interest earning assets) for the ~~third~~second quarter of ~~2017 increased~~2020 was 3.53% compared to ~~3.26% from 2.69% in~~3.41% for the ~~third~~second quarter of ~~2016,~~2019, an increase of 5712 basis points. While the yield on interest earning assets decreased 65 basis points, the cost of deposits and interest bearing liabilities decreased 84 basis points, or a net change of 19 basis points. The increase in the net interest margin reflected ~~higher yields on loans and investment securities reflecting~~ the ~~impact~~lower cost of deposits resulting from the aforementioned Federal Reserve ~~rate increases~~decreases, and a higher proportion of commercial real estate loans originated for securitization with floors. The weighted average floors on ~~variable rate loans and securities.~~that portfolio are approximately 4.8%. In the ~~third~~second quarter of ~~2017,~~2020, the average yield on our loans ~~increased~~decreased to ~~4.66%~~4.22% from ~~4.19%~~5.37% for the ~~third~~second quarter of ~~2016, an increase~~2019, a decrease of 47115 basis points. Yields on taxable investment securities in the ~~third~~second quarter of ~~2017 increased~~2020 decreased to ~~2.86%~~3.05% compared to ~~2.43%~~3.22% for the ~~third~~second quarter of ~~2016, an increase~~2019, a decrease of 4317 basis points. The ~~net~~decrease primarily resulted from the

impact of the aforementioned Federal Reserve rate reductions on variable rate securities and prepayments of higher rate fixed rate securities. The cost of total deposits and interest ~~margin~~bearing liabilities decreased 84 basis points to 0.12% for the second quarter of 2020 compared to 0.96% in the second quarter of 2019, also ~~benefited~~resulting from the ~~reinvestment~~impact of ~~maturities of investment securities into~~the aforementioned Federal Reserve decreases. The decrease also reflected less higher ~~yielding loans.~~rate overnight borrowing. Average interest earning deposits at the Federal Reserve Bank increased ~~$42.5~~$6.0 million, or ~~13.1%~~1.4%, to ~~$366.7~~$426.2 million in the ~~third~~second quarter of ~~2017~~2020 from ~~$324.2~~$420.2 million in the ~~third~~second quarter of ~~2016.~~2019. That difference ~~reflects~~reflected a minimal percentage of total deposits, and resulted primarily from daily fluctuations in deposits and loans. The interest cost of total deposits and interest bearing liabilities increased to 0.43% for the third quarter of 2017 as compared to 0.33% in the third quarter of 2016. The cost of deposits increased significantly less than the increase in variable rates on loans and investments primarily due to contractual provisions related to prepaid card deposits. Those contracts result in only partial adjustment to Federal Reserve rate increases.

Average Daily Balances. The following table presents the average daily balances of assets, liabilities and ~~stockholders’~~shareholders’ equity and the respective interest earned or paid on interest-earning assets and interest-bearing liabilities, as well as average annualized rates, for the periods indicated:



	Three months ended September 30,						Three months ended June 30,
	2017			2016			2020			2019
	Average		Average	Average		Average	Average		Average	Average		Average
	Balance	Interest	Rate	Balance	Interest	Rate	Balance	Interest	Rate	Balance	Interest	Rate
	(dollars in thousands)						(dollars in thousands)
Assets:
Interest earning assets:
Loans net of unearned fees and costs **	$ 1,816,751	$ 21,147	4.66%	$ 1,661,807	$ 17,425	4.19%	$ 3,925,515	$ 41,448	4.22%	$ 2,216,935	$ 29,737	5.37%
Leases - bank qualified*	20,787	419	8.06%	21,006	418	7.96%	9,217	162	7.03%	15,446	268	6.94%
Investment securities-taxable	1,235,615	8,847	2.86%	1,373,776	8,350	2.43%	1,334,368	10,188	3.05%	1,443,671	11,634	3.22%
Investment securities-nontaxable*	13,238	133	4.02%	48,683	218	1.79%	4,402	35	3.18%	6,610	54	3.27%
Interest earning deposits at Federal Reserve Bank	366,724	1,190	1.30%	324,179	397	0.49%	426,174	107	0.10%	420,153	2,455	2.34%
Federal funds sold and securities purchased under agreement to resell	65,008	371	2.28%	39,392	146	1.48%
Net interest earning assets	3,518,123	32,107	3.65%	3,468,843	26,954	3.11%	5,699,676	51,940	3.65%	4,102,815	44,148	4.30%

Allowance for loan and lease losses	(6,961)			(5,267)
Assets held for sale from discontinued operations	325,912	3,098	3.80%	459,400	3,891	3.39%
Allowance for credit losses							(14,822)			(9,963)
Assets held-for-sale from discontinued operations							130,530	1,094	3.35%	154,057	1,659	4.31%
Other assets	235,070			246,171			228,443			283,036
	$ 4,072,144			$ 4,169,147			$ 6,043,827			$ 4,529,945

Liabilities and shareholders' equity:
Deposits:
Demand and interest checking	$ 3,224,167	$ 3,136	0.39%	$ 3,249,801	$ 2,379	0.29%	$ 5,140,167	$ 1,390	0.11%	$ 3,847,623	$ 8,783	0.91%
Savings and money market	439,688	552	0.50%	392,045	423	0.43%	234,201	120	0.20%	26,497	40	0.60%
Time	-	-	0.00%	76,931	104	0.54%
Total deposits	3,663,855	3,688	0.40%	3,718,777	2,906	0.31%	5,374,368	1,510	0.11%	3,874,120	8,823	0.91%

Short-term borrowings	51,413	175	1.36%	102,243	153	0.60%	16,428	15	0.37%	80,242	526	2.62%
Repurchase agreements	189	-	0.00%	376	-	0.00%	41	-	0.00%	92	-	0.00%
Subordinated debt	13,401	150	4.48%	13,401	131	3.91%	13,401	128	3.82%	13,401	192	5.73%
Total deposits and interest bearing liabilities	3,728,858	4,013	0.43%	3,834,797	3,190	0.33%
Total deposits and liabilities							5,404,238	1,653	0.12%	3,967,855	9,541	0.96%

Other liabilities	8,046			19,670			123,997			115,634
Total liabilities	3,736,904			3,854,467			5,528,235			4,083,489

Shareholders' equity	335,240			314,680			515,592			446,456
	$ 4,072,144			$ 4,169,147			$ 6,043,827			$ 4,529,945

Net interest income on tax equivalent basis *		$ 31,192			$ 27,655			$ 51,381			$ 36,266

Tax equivalent adjustment		193			222			41			68

Net interest income		$ 30,999			$ 27,433			$ 51,340			$ 36,198

Net interest margin *			3.26%			2.69%			3.53%			3.41%

* Full taxable equivalent basis, using a 35% statutory tax rate.
** Includes loans held for sale.
* Full taxable equivalent basis, using 21% respective statutory Federal tax rates in 2020 and 2019.
** Includes loans held-for-sale.

For the ~~third~~second quarter of ~~2017,~~2020, average interest earning assets increased to ~~$3.52~~$5.70 billion, an increase of ~~$49.3 million,~~$1.60 billion, or ~~1.4%~~38.9%, from ~~$3.47~~$4.10 billion in the ~~third~~second quarter of ~~2016.~~2019. The increase reflected ~~increases in~~increased average balances of loans and leases of ~~$154.7~~$1.70 billion, or 76.3%, and decreased average investment securities of $111.5 million, or 9.2%, and $42.5 million, or 13.1%, of average interest earning deposits at the Federal Reserve Bank, net of decreases in average balances of investment securities. For third quarter 2017 compared to third quarter 2016, average securities decreased $173.6 million, or 12.2%, to $1.25 billion from $1.42 billion.7.7%. For those respective periods, average demand and interest checking deposits ~~decreased $25.6 million,~~

increased $1.29 billion, or ~~0.8%~~33.6%, ~~to $3.22 billion from $3.25 billion. The decrease reflected the planned exit~~primarily as a result of ~~certain less profitable~~ deposit ~~relationships, which was partially offset by~~ growth in ~~payments related deposits.~~ prepaid and debit card accounts. The $207.7 million increase in savings and money market between these respective periods reflected growth in interest bearing accounts offered by our affinity group clients to prepaid and debit card account customers. The interest expense shown for demand and interest checking is primarily comprised of interest paid to our affinity group clients which market the accounts.

Provision for ~~Loan and Lease~~Credit Losses. Our provision for ~~loan and lease~~credit losses was ~~$800,000~~$922,000 for the ~~third~~second quarter of ~~2017~~2020 compared to ~~$750,000~~$600,000 for the ~~third~~second quarter of ~~2016.~~2019. The allowance for ~~loan~~credit losses increased to ~~$7.3~~$14.6 million, or ~~0.53%~~0.63%, of total loans at ~~September~~June 30, ~~2017,~~2020, from ~~$6.3~~$10.2 million, or ~~0.52%~~0.56%, of total loans at December 31, ~~2016~~. 2019. We believe that our allowance is adequate to cover expected ~~losses~~losses. For more information about our provision and allowance for ~~loan and lease~~credit losses and our loss experience, see “Financial Condition-Allowance for ~~loan and lease~~credit losses”, “-Net charge-offs,” and “-Non-performing loans, loans 90 days delinquent and still accruing, and troubled debt restructurings,” below and Note 6 to the financial statements.

Non-Interest Income. Non-interest income was ~~$28.5~~$20.4 million in the ~~third~~second quarter of ~~2017~~2020 compared to ~~$18.9~~$19.7 million in the ~~third~~second quarter of ~~2016 before gains on sale of investment securities of $506,000 in the third quarter of 2017 and $981,000 in the third quarter of 2016.~~2019. The ~~$9.6 million,~~$617,000, or ~~50.6%~~3.1%, increase between those respective periods primarily reflected ~~an $815,000 decrease in~~ the ~~change in value~~growth of ~~investment in unconsolidated entity. Gain~~prepaid, debit card and related fees. Net realized and unrealized losses on commercial loans originated for sale ~~of loans~~ increased to ~~$11.4~~$940,000 from $148,000, primarily as a result of unrealized losses relating to the impact of the Coronavirus on loan valuation. Gain or loss on commercial loans originated for securitization is subject to market conditions. Prepaid, debit card and related fees increased $2.8 million, or 17.9%, to $18.7 million for the ~~third~~second quarter of 2017 from $903,000 in the third quarter of 2016 which resulted primarily from the sale of loans into a securitization in 2017. Prepaid card fees increased by $242,000 or 2.0% to $12.5 million for the third quarter of 20172020 compared to ~~$12.2~~$15.8 million in ~~third~~second quarter ~~2016.~~2019. The increase reflected ~~organic growth which more than offset~~higher transaction volume. Related fees in this category include income related to the ~~impact~~use of ~~a client whose ownership changed~~cash in ATMs for prepaid payroll cardholders. ACH, card and ~~clients who decided to terminate card programs. Service~~other payment processing fees ~~on deposit accounts increased $190,000~~decreased $814,000, or ~~12.6%~~32.3%, to $1.7 million for the ~~third~~second quarter of ~~2017~~2020 compared to $2.5 million in the second quarter of 2019. The decrease reflected the exit of higher risk ACH customers. Leasing related income decreased $584,000, or 56.9%, to $443,000 for the second quarter of 2020 from ~~$1.5~~$1.0 million for the ~~third~~second quarter of 2016, reflecting increases in service charges on safe harbor individual retirement accounts. Leasing income increased $117,000 or 19.9% to $705,000 for the third quarter of 2017 from $588,000 for the third quarter of 2016, which reflected higher gains on disposition of leased vehicles in 2017. Affinity fees decreased by $816,000, or 74.8% to $275,000 for the third quarter of 2017 from $1.1 million for the third quarter of 2016.2019. The decrease ~~resulted from~~reflected the ~~exit~~impact of ~~one affinity relationship whose ownership had changed.~~Coronavirus closures of vehicle auctions, related gains for which are recorded in this income category. Other non-interest income ~~increased $64,000,~~decreased $17,000, or ~~20.5%~~3.4%, to ~~$376,000~~$478,000 for the ~~third~~second quarter of ~~2017~~2020 from ~~$312,000~~$495,000 in the ~~third~~second quarter of ~~2016.~~2019.

Non-Interest Expense. Total non-interest expense was ~~$43.9~~$42.6 million for the ~~third~~second quarter of ~~2017, a decrease~~2020, an increase of ~~$288,000,~~$3.1 million, or ~~0.7%~~7.8%, compared to ~~$44.2~~$39.5 million for the ~~third~~second quarter of ~~2016. Decreases~~2019. Increases in ~~ongoing data processing expenses, consulting fees~~salaries, legal and ~~BSA lookback expense~~FDIC insurance were partially offset by ~~a proposed $2.5 million civil money penalty which was accrued, a $1.1 million data processing contract exit fee~~decreases in lease termination, consulting and higher legal expenses. The exit of the data processing contract will result in future savings significantly greater than the exit fee and the BSA lookback expenses concluded in third quarter 2016. The civil money penalty resulted from a programming glitch within one of the Bank’s third party processors. As a result, a higher fee was assessed to consumers for certain point of sale transactions during the period from December 2010 to November 2014.other expense. Salaries and employee benefits increased to $25.5 million for the second quarter of 2020, an increase of $3.7 million, or 16.8%, from $21.8 million for the ~~third~~second quarter of ~~2017, an increase of $280,000, or 1.3% from $21.5 million for the third quarter of 2016. The increase~~2019. Higher salary expense in 2020 reflected higher incentive compensation expense and higher business development, compliance, risk management and IT expense, primarily related to the gain on sale of loans into securitizations and other revenue and performance based compensation. Those increases offset the impact of staffing levels which had been reduced compared to the prior year in most departments.payments business. Depreciation and amortization decreased ~~$161,000~~$138,000, or ~~13.0%~~14.3%, to ~~$1.1 million~~$828,000 in the ~~third~~second quarter of ~~2017~~2020 from ~~$1.2 million~~$966,000 in the ~~third~~second quarter of ~~2016. The decrease~~2019 which reflected reduced spending on fixed assets and equipment. Rent and occupancy decreased ~~$270,000~~$48,000, or ~~16.5%~~3.3%, to $1.4 million in the ~~third~~second quarter of ~~2017~~2020 from ~~$1.6~~$1.4 million in the ~~third~~second quarter of ~~2016. The decrease reflected a reduction in leased space and more efficient use of office space.~~ 2019. Data processing decreased by ~~$1.6 million,~~$46,000, or ~~45.1%~~3.8%, to ~~$1.9~~$1.2 million in the ~~third~~second quarter of ~~2017~~2020 from ~~$3.5~~$1.2 million in the ~~third~~second quarter of 2016. The decrease reflected the impact of a renegotiated data processing contract and lower account and transaction volume as a result of the planned exit of an affinity program which had changed ownership. It also reflected the impact of the consolidation of our call centers as an efficiency and cost cutting measure.2019. Printing and supplies decreased ~~$543,000~~$34,000, or ~~65.8%~~16.8%, to ~~$282,000~~$168,000 in the ~~third~~second quarter of ~~2017~~2020 from ~~$825,000~~$202,000 in the ~~third~~second quarter of ~~2016, which reflected elevated expense in 2016 due to service charge and other communications in that year.~~2019. Audit expense increased ~~$147,000~~$11,000, or ~~59.8%~~2.8%, to ~~$393,000~~$407,000 in the ~~third~~second quarter of ~~2017~~2020 from ~~$246,000~~$396,000 in the ~~third~~second quarter of ~~2016 which reflected increased regulatory compliance audit fees.~~2019. Legal expense increased ~~$1.9 million~~$695,000, or ~~237.1%~~45.3%, to ~~$2.7~~$2.2 million in the ~~third~~second quarter of ~~2017~~2020 from ~~$814,000~~$1.5 million in the ~~third~~second quarter of ~~2016,~~2019, reflecting costs associated with antwo fact-finding inquiries by the SEC ~~subpoena related~~as described in Note 13 to the ~~restatement of the~~ financial ~~statements (see “Financial Statements; Regulatory Actions”) and other regulatory related legal fees.~~statements. Amortization of intangible assets decreased ~~$17,000,~~by $236,000, or ~~4.3%~~61.6%, to ~~$377,000~~$147,000 in the second quarter of 2020 from $383,000 in the second quarter of 2019. The reduction reflected the full amortization of our customer list intangible for the ~~third quarter of 2017~~Stored Value Solutions purchase from ~~$394,000 for the third quarter of 2016 reflecting amortization of an intangible resulting from the 2016 purchase of $60 million of lease receivables.~~Marshall Bankfirst. FDIC insurance expense ~~decreased $373,000~~increased $823,000, or ~~15.3%~~39.3%, to ~~$2.1~~$2.9 million for the ~~third~~second quarter of ~~2017~~2020 from ~~$2.4~~$2.1 million in the ~~third~~second quarter of ~~2016 reflecting a decrease~~2019 primarily due to an increase in average ~~deposits and a reduction in rate.~~liabilities, against which insurance rates are applied. Software expense increased ~~$56,000~~$326,000, or ~~1.8%~~10.7%, to $3.4 million in the second quarter of 2020 from $3.1 million in the ~~third~~second quarter of ~~2017 from $3.0 million in the third quarter of 2016 as a result of additional~~2019, reflecting expenditures for information technology infrastructure to improve efficiency and scalability, including BSA software required to satisfy regulatory requirements. Insurance expense increased ~~$2,000~~$78,000, or ~~0.3%~~12.6%, to ~~$633,000~~$695,000 in the ~~third~~second quarter ~~2017~~of 2020 compared to ~~$631,000~~$617,000 in the ~~third~~second quarter of ~~2016.~~2019, reflecting higher rates and higher coverage limits. Telecom and IT network communications ~~decreased $156,000~~increased $84,000, or ~~26.8%~~26.4%, to ~~$426,000~~$402,000 in the ~~third~~second quarter of ~~2017~~2020 from ~~$582,000~~$318,000 in the ~~third~~second quarter of ~~2016.~~2019. The ~~decrease~~increase reflected ~~cost cutting efforts which included the elimination of corporate sponsored cell phones.~~migration to a new fiber optic network to improve performance and efficiency. Consulting decreased ~~$1.2 million~~$661,000, or ~~70.3%~~65.6%, to ~~$505,000~~$346,000 in the ~~third~~second quarter of ~~2017~~2020 from ~~$1.7~~$1.0 million in the ~~third~~second quarter of ~~2016~~2019 reflecting ~~reduced~~decreased BSA and other regulatory ~~related consulting expense.~~compliance consulting. Lease termination expense decreased $908,000, or 100.0%, to $0 in the secnd quarter of 2020 from $908,000 in the second quarter of 2019. Other non-interest expense decreased ~~$702,000~~$511,000, or ~~16.4%~~14.4%, to ~~$3.6~~$3.0 million in the ~~third~~second quarter of ~~2017~~2020 from ~~$4.3~~$3.5 million in the ~~third~~second quarter of ~~2016, which~~2019. The $511,000 decrease reflected ~~decreases~~a decrease of ~~$448,000 for travel and entertainment expenses and $384,000 of customer identification expense. The decrease~~$700,000 in travel ~~and entertainment~~ expenses, ~~reflected the impact of staff reductions and~~partially offset by increases in other ~~cost cutting measures. The decrease in customer~~categories.

~~identification expense primarily reflected the exit of one affinity group and reduced health savings volume due to the sale of that business.~~

Income Taxes. Income tax expense for continuing operations was ~~$5.5~~$6.8 million for the ~~third~~second quarter of ~~2017~~2020 compared to ~~$55,000~~$3.6 million in the ~~third~~second quarter of ~~2016. The 45%~~2019. A 25.1% effective tax rate in ~~2016~~2020 and a 25.2% effective tax rate in 2019 primarily ~~was higher than the statutory~~reflected a 21% federal tax rate ~~of 34%~~ and ~~reflected~~ the impact of ~~taxes related to European operations which were being exited in 2017.~~various state income taxes.

First ~~nine~~six months ~~2017~~2020 to first ~~nine~~six months ~~2016~~2019

Net Income:~~The improvement~~ Income from continuing operations before income taxes was $44.6 million in ~~net income in third quarter 2017~~the first six months of 2020 compared to ~~third quarter 2017 reflected revenue growth, expense reductions,~~$37.6 million in the ~~conclusion~~first six months of ~~BSA lookback expense in 2016 and credit related charges in discontinued operations in 2016.~~ 2019. Net income from continuing operations for the first ~~nine~~six months of ~~2017~~ 2020 was ~~$30.7~~$33.4 million, or ~~$0.55~~ $0.58 per diluted share, compared to ~~net loss of $29.8~~$28.0 million, or ~~$0.73~~$0.49 per diluted share, for the first ~~nine~~six months of ~~2016.~~2019. Net income from continuing operations increased between those respective periods primarily as a result of the $24.6 million increase in net interest income. That increase was partially offset by a $13.1 million decrease in non-interest income, a $2.3 million increase in non-interest expense, and a $2.2 million increase in the provision for credit losses. After discontinued operations, net income for the first ~~nine~~six months of ~~2017~~ ~~was $34.1~~2020 amounted to $32.7 million, compared to ~~net loss of $67.7~~$29.3 million for the first ~~nine~~six months of ~~2016.~~2019. Net interest income increased ~~$15.0 million~~35.9% to ~~$80.0~~$93.2 million for the first ~~nine~~six months of ~~2017~~2020, compared to ~~$65.0~~$68.5 million for the first ~~nine~~six months of ~~2016~~2019 primarily as a result of higher loan balances and ~~yields~~lower interest expense, which reflected the Federal Reserve’s rate ~~increases.~~decreases. The provision for ~~loan and lease~~credit losses increased ~~$340,000~~$2.2 million to ~~$2.2~~$4.5 million in the first ~~nine~~six months of ~~2017~~2020 compared to ~~$1.8~~$2.3 million in the first ~~nine~~six months of ~~2016.~~2019, reflecting higher leasing provisions. Non-interest income ~~increased $24.8~~decreased $13.1 million, ~~(excluding security gains and losses),~~ from ~~$45.0~~$50.1 million ~~for the first nine months~~to $37.0 million between those respective periods primarily as a result of ~~2016, to $69.8 million. The increase reflected~~ a ~~$12.3~~$16.7 million change in net realized and unrealized gains (losses) on commercial loans originated for sale. In 2019 the ~~value~~vast majority of ~~investment in unconsolidated entity and $17.5 million of gain on sale of loans into securitizations in 2017. In 2017, a $2.5~~the $10.6 million gain, onwas realized upon closing a securitization, while the ~~sale~~$6.1 million 2020 unrealized loss resulted from fair value adjustments to our portfolio of ~~our health savings accounts was more than offset by a loss~~commercial loans held-for-sale. That portfolio is primarily comprised of $3.4 million on the sale of our European prepaid operations. A $3.8 million decrease in other income, from $4.7 million in 2016 to $892,000 in 2017, resulted primarily from a second quarter 2016 gain on the sale of Visa Europe to Visa U.S.A., in which members of Visa Europe shared in the sales proceeds.multifamily loans. Non-interest expense ~~reflected a $29.1~~increased $2.3 million decrease in BSA lookback-related consulting expenses and an $8.3 million decrease in other non interest expenses, which reflected a $4.5 million decrease in salaries and employee benefits and a $2.9 million decrease in data processing expense.between the periods. Diluted income per share was ~~$0.61~~$0.57 for the first ~~nine~~six months of ~~2017~~2020 compared to diluted ~~loss~~income per share of ~~$1.65~~$0.51 for the first ~~nine~~six months of ~~2016.~~2019.

Net Interest Income:Our net interest income for the first ~~nine~~six months of ~~2017~~2020 increased to ~~$80.0~~$93.2 million, an increase of ~~$15.0~~$24.6 million, or ~~23.1%~~35.9%, from ~~$65.0~~$68.5 million in the first ~~nine~~six months of ~~2016.~~2019. Our interest income for the first ~~nine~~six months of ~~2017~~2020 increased to ~~$91.2~~$103.4 million, an increase of ~~$16.8~~$15.7 million, or ~~22.7%~~17.9%, from ~~$74.3~~$87.7 million for the first ~~nine~~six months of ~~2016.~~2019. The increase in interest income resulted primarily from higher balances of loans, ~~and higher yields.~~in particular commercial loans generated for securitization. Our average loans and leases increased ~~$197.8 million~~$1.35 billion, or 59.6%, to ~~$1.76~~$3.60 billion for the first ~~nine~~six months of ~~2017~~2020 from ~~$1.56~~$2.26 billion for the first ~~nine~~six months of ~~2016,~~2019, while related interest income increased ~~$10.1~~$20.4 million on a tax equivalent basis. The increase in average loans primarily reflected ~~organic~~ growth in ~~leasing, SBA~~commercial loans generated for securitization and SBLOC, ~~lending.~~IBLOC and SBA loans. Our average investment securities ~~decreased to $1.28~~were $1.37 billion for the first ~~nine~~six months of ~~2017 from $1.34~~2020 and $1.38 billion for the first ~~nine~~six months of ~~2016~~2019, while related interest income ~~increased $3.6~~decreased $1.5 million on a tax equivalent basis primarily as a result of ~~higher~~lower yields. Yields on both loans and investment securities ~~increased~~decreased as a result of the impact of the Federal Reserve’s 2020 and 2019 rate ~~increases~~decreases on variable rate obligationss, partially offset by the floors on the commercial loans ~~and securities. Deposit rates and resulting~~originated for securitization. While interest income increased by the aforementioned $15.7 million, interest expense ~~adjusted only partially~~decreased by $8.9 million as deposits also repriced to the ~~Federal Reserve’s~~lower rate ~~increases.~~environment.

Our net interest margin (calculated by dividing net interest income by average interest earning assets) ~~for the first nine months of 2017 increased to 3.02% from 2.57%~~remained constant at 3.43% in the first ~~nine~~six months of ~~2016, an increase of 45 basis points. The increase~~2020 and in the first six months of 2019. While the yield on interest earning assets decreased 52 basis points, the cost of deposits and interest bearing liabilities decreased 57 basis points, or a net ~~interest margin reflected higher yields on loans and investment securities, reflecting the aforementioned Federal Reserve increases.~~change of 5 basis points. In the first ~~nine~~six months of ~~2017,~~2020, the average yield on our loans ~~increased~~decreased to ~~4.46%~~4.49% from ~~4.15%~~5.34% for the first ~~nine~~six months of ~~2016, an increase~~2019, a decrease of 3185 basis points. Yields on taxable investment securities were ~~higher~~lower at ~~2.83%~~3.03% compared to ~~2.37% an increase~~3.23%, a decrease of 4620 basis points. The ~~net~~ interest ~~margin also benefited from~~cost of total deposits and interest bearing liabilities decreased 57 basis points to 0.40% for the ~~reinvestment~~first six months 2020 compared to 0.97% for the first six months of ~~maturities of investment securities into higher yielding loans.~~2019. Average interest earning deposits at the Federal Reserve Bank increased ~~$42.2~~$38.4 million, or ~~8.6%~~9.1%, to ~~$532.2~~$460.0 million in the first ~~nine~~six months of ~~2017~~2020 from ~~$490.0~~$421.6 million in the first ~~nine~~six months of ~~2016~~. 2019. That difference ~~reflects~~reflected a minimal percentage of total deposits, and resulted primarily from daily fluctuations in deposits and loans. The interest cost of total deposits and interest bearing liabilities was relatively stable at 0.38% for the first nine months of 2017 compared to 0.32% in the first nine months of 2016. The cost of deposits increased significantly less than the increase in variable rates on loans and investments primarily due to contractual provisions related to prepaid card deposits. Those contracts result in only partial adjustment to Federal Reserve rate increases.



	Nine months ended September 30,						Six months ended June 30,
	2017			2016			2020			2019
	Average		Average	Average		Average	Average		Average	Average		Average
	Balance	Interest	Rate	Balance	Interest	Rate	Balance	Interest	Rate	Balance	Interest	Rate
	(dollars in thousands)						(dollars in thousands)
Assets:
Interest earning assets:
Loans net of unearned fees and costs **	$ 1,740,655	$ 58,266	4.46%	$ 1,543,448	$ 48,061	4.15%	$ 3,593,921	$ 80,607	4.49%	$ 2,241,746	$ 59,898	5.34%
Leases - bank qualified*	21,167	1,231	7.75%	20,618	1,334	8.63%	10,096	362	7.17%	16,613	695	8.37%
Investment securities-taxable	1,269,922	26,990	2.83%	1,280,692	22,782	2.37%	1,364,956	20,683	3.03%	1,374,019	22,164	3.23%
Investment securities-nontaxable*	14,423	351	3.24%	59,892	983	2.19%	4,788	75	3.13%	7,075	114	3.22%
Interest earning deposits at Federal Reserve Bank	532,223	3,961	0.99%	490,037	1,677	0.46%	460,025	1,730	0.75%	421,580	4,957	2.35%
Federal funds sold and securities purchased under agreement to resell	60,119	931	2.06%	27,414	301	1.46%
Net interest earning assets	3,638,509	91,730	3.36%	3,422,101	75,138	2.93%	5,433,786	103,457	3.81%	4,061,033	87,828	4.33%

Allowance for loan and lease losses	(6,793)			(4,538)
Assets held for sale from discontinued operations	337,102	9,594	3.79%	528,168	15,037	3.80%
Allowance for credit losses							(12,532)			(9,305)
Assets held-for-sale from discontinued operations							133,903	2,368	3.54%	163,874	3,684	4.50%
Other assets	251,629			283,171			233,088			272,922
	$ 4,220,447			$ 4,228,902			$ 5,788,245			$ 4,488,524

Liabilities and shareholders' equity:
Deposits:
Demand and interest checking	$ 3,433,027	$ 8,836	0.34%	$ 3,325,047	$ 7,217	0.29%	$ 4,746,928	$ 8,085	0.34%	$ 3,838,868	$ 17,616	0.92%
Savings and money market	434,768	1,718	0.53%	390,202	1,028	0.35%	203,888	170	0.17%	28,931	77	0.53%
Time	-	-	0.00%	103,624	447	0.58%	159,752	1,483	1.86%	-	-	-
Total deposits	3,867,795	10,554	0.36%	3,818,873	8,692	0.30%	5,110,568	9,738	0.38%	3,867,799	17,693	0.91%

Short-term borrowings	19,498	197	1.35%	58,056	263	0.60%	36,620	180	0.98%	77,330	1,029	2.66%
Repurchase agreements	245	-	0.00%	812	1	0.16%	57	-	0.00%	91	-	0.00%
Subordinated debt	13,401	432	4.30%	13,401	383	3.81%	13,401	290	4.33%	13,401	387	5.78%
Total deposits and interest bearing liabilities	3,900,939	11,183	0.38%	3,891,142	9,339	0.32%
Total deposits and liabilities							5,160,646	10,208	0.40%	3,958,621	19,109	0.97%

Other liabilities	431			21,306			118,811			97,449
Total liabilities	3,901,370			3,912,448			5,279,457			4,056,070

Shareholders' equity	319,077			316,454			508,788			432,454
	$ 4,220,447			$ 4,228,902			$ 5,788,245			$ 4,488,524

Net interest income on tax equivalent basis *		$ 90,141			$ 80,836			$ 95,617			$ 72,403

Tax equivalent adjustment		554			811			92			170

Net interest income		$ 89,587			$ 80,025			$ 95,525			$ 72,233

Net interest margin *			3.02%			2.57%			3.43%			3.43%

* Full taxable equivalent basis, using a 35% statutory tax rate.
** Includes loans held for sale.
* Full taxable equivalent basis, using 21% respective statutory Federal tax rates in 2020 and 2019.
** Includes loans held-for-sale.

For the first ~~nine~~six months of ~~2017,~~2020, average interest earning assets increased to ~~$3.64~~$5.43 billion, an increase of ~~$216.4 million,~~$1.37 billion, or ~~6.3%~~33.8%, from ~~$3.42~~$4.06 billion in the first ~~nine~~six months of ~~2016.~~2019. The increase reflected increased average balances of loans and leases of ~~$197.8 million,~~$1.35 billion, or ~~12.6%~~59.6%, and ~~increased average balances of~~an increase in interest earning deposits at the Federal Reserve Bank of ~~$42.2~~$38.4 million, or ~~8.6%~~9.1%. ~~Average securities decreased $56.2 million or 4.2% as lower yielding securities were replaced with higher yielding loans.~~ Average demand and interest checking deposits increased ~~$108.0~~$908.1 million, or ~~3.2% due~~23.7%, primarily toas a result of deposit growth in ~~payments related deposits.~~prepaid and debit card accounts. The $175.0 million increase in savings and money market between these respective periods reflected growth in interest bearing accounts

offered by our affinity group clients to prepaid and debit card account customers. The interest expense shown for demand and interest checking is primarily comprised of interest paid to our affinity third parties which market the accounts.

Provision for ~~Loan and Lease~~Credit Losses. Our provision for ~~loan and lease~~credit losses increased ~~$340,000,~~$2.2 million to ~~$2.2~~$4.5 million for the first ~~nine~~six months of ~~2017~~2020 compared to ~~$1.8~~$2.3 million for the first ~~nine~~six months of ~~2016.~~ 2019. The majority of the increase reflected higher provisions for leasing, which reflected higher leasing charge-offs in 2020. The provision also included $849,000 resulting from a qualitative input we included in our CECL methodology which, in first quarter 2020, recognized future potential impact on loan performance from the ~~provision is based~~Coronavirus. See “Recent Developments” for additional impacts of the Coronavirus on our ~~evaluation of~~

~~the adequacy of~~financial performance. At June 30, 2020, our allowance for ~~loan and leases losses, particularly in light of current economic conditions. At September 30, 2017, our allowance for loan and lease~~credit losses amounted to ~~$7.3~~$14.6 million, or ~~0.53%~~0.63%, of total loans compared to ~~$6.3~~$10.2 million, or ~~0.52%~~0.56% of total loans at December 31, ~~2016.~~2019. For more information about our provision and allowance for ~~loan and lease~~credit losses and our loss experience, see “Financial Condition-Allowance for ~~loan and lease~~credit losses”, “-Net charge-offs,” and “-Non-performing loans, loans 90 days delinquent and still accruing, and troubled debt restructurings,” below and Note 6 to the financial statements.

Non-Interest Income. Non-interest income was ~~$69.8~~$37.0 million in the first ~~nine~~six months of ~~2017~~2020 compared to ~~$45.0~~$50.1 million in the first ~~nine~~six months of ~~2016, before~~2019. The $13.1 million, or 26.2%, reduction resulted primarily from the $16.7 million change in net realized and unrealized gains (losses) on ~~securities~~commercial loans originated for sale. which was partially offset by a $5.2 million increase in prepaid and debit card and related fees. Prepaid and debit card and related fees increased $5.2 million, or 16.3%, to $37.2 million for the first six months of ~~$1.6~~2020 from $32.0 million for the first six months of 2019. The increase reflected higher transactional volume. Related fees in this category include income related to the use of cash in ATMs for prepaid payroll cardholders. ACH, card and other payment processing fees decreased $1.3 million, or 26.3%, to $3.6 million for the first six months of 2020 compared to $4.8 million for the first six months of 2019. The decrease resulted from the exit of higher risk ACH customers. Net realized and unrealized gains (losses) on commercial loans originated for sale reflected a loss of $6.1 million in the first ~~nine~~six months of ~~2017 and $3.1~~2020 compared to a gain of $10.6 million in the ~~first nine months~~comparable prior year period. In 2019 the vast majority of 2016. The $24.8 million, or 55.1%, increase between those respective periods reflected a $12.3 million change in value of investment in unconsolidated entity. It also reflected a $16.7 million increase in gain on sale of loans into securitizations resulting primarily from two securitizations in 2017. In the ~~second quarter of 2017 we had a $2.5~~$10.6 million gain, onwas realized upon the ~~sale~~closing of a ~~portion~~securitization, while the $6.1 million 2020 unrealized loss resulted from fair value adjustments to our portfolio of ~~our health savings~~commercial loans held-for-sale. That portfolio ~~which was more than offset by a $3.4 million~~is primarily comprised of multifamily loans. Gain or loss on ~~the sale of our European prepaid card operations. Gain on sale of~~commercial loans ~~increased~~originated for securitization is subject to ~~$17.5~~market conditions. Leasing related income decreased $446,000, or 25.9%, to $1.3 million for the first ~~nine~~six months of ~~2017~~2020 from ~~$809,000 in~~$1.7 million for the first ~~nine~~six months of ~~2016 primarily as a result~~2019. The decrease reflected the impact of ~~gain on sale~~Coronavirus closures of ~~loans into two securitizations.~~vehicle auctions, related gains for which are recorded in this income category. Service fees on deposit accounts ~~increased $1.6 million,~~decreased $46,000, or ~~46.8%~~75.4%, to ~~$4.9 million~~$15,000 for the first ~~nine~~six months of ~~2017~~2020 from ~~$3.3 million~~$61,000 for the first ~~nine~~six months of 2016 reflecting increases in service charges on safe harbor individual retirement accounts. Prepaid card fees decreased $61,000, or 0.2% to $39.3 million for the first nine months of 2017 from $39.3 million for the first nine months of 2016 which reflected decreased volumes from a client as a result of its change in ownership and several programs whose sponsors decided to exit prepaid cards. Those volume decreases were largely offset with organic growth in other programs. Leasing income increased $632,000 or 43.4% to $2.1 million for the first nine months of 2017 from $1.5 million for the first nine months of 2016, which reflected higher gains on disposition of leased vehicles in 2017. Affinity fees decreased $2.1 million, or 58.8%, to $1.4 million for the first nine months of 2017 from $3.5 million for the first nine months of 2016. The decrease resulted primarily from the planned exit of one affinity relationship which had a change of ownership.2019. Other non-interest income ~~decreased $3.8 million,~~increased $160,000, or ~~81.0%~~18.0%, to ~~$892,000 for the first nine months of 2017 from $4.7~~$1.0 million in the first ~~nine~~six months of ~~2016. The decrease resulted primarily~~2020 from ~~a gain on the sale of Visa Europe to Visa U.S.A., in which members of Visa Europe shared~~$889,000 in the ~~sales proceeds, which occurred in the second quarter~~first six months of ~~2016.~~2019.

Non-Interest Expense. Total non-interest expense was ~~$119.0~~$81.0 million for the first ~~nine~~six months of ~~2017, a decrease~~2020, an increase of ~~$37.4~~$2.3 million, or ~~23.9%~~2.9%, from ~~$156.4~~$78.7 million for the first ~~nine~~six months of ~~2016. The decrease reflected a decrease of $29.1 million in Bank Secrecy Act lookback expense which concluded in the third quarter of 2016.~~2019. Salaries and employee benefits expense ~~also decreased~~increased to ~~$57.9~~$48.2 million, ~~a decrease~~an increase of ~~$4.5~~$2.6 million, or ~~7.2%~~5.6%, from ~~$62.4~~$45.7 million for the first ~~nine~~six months of ~~2016. The decrease~~2019. Higher salary expense in ~~salaries~~2020 reflected higher incentive compensation expense and ~~employee benefits reflected bankwide staff reductions in~~higher business development, compliance, risk management and IT expense, primarily related to the ~~third quarter of 2016 which reduced total staff by approximately 20%.~~payments business. Depreciation and amortization decreased ~~$346,000,~~$268,000, or ~~9.2%~~13.8%, to ~~$3.4~~$1.7 million in the first ~~nine~~six months of ~~2017~~2020 from ~~$3.8~~$1.9 million in the first ~~nine~~six months of ~~2016~~2019 which reflected reduced spending on fixed assets and equipment. Rent and occupancy decreased ~~$570,000~~$57,000, or ~~11.9%~~2.0%, to ~~$4.2~~$2.8 million in the first ~~nine~~six months of ~~2017~~2020 from ~~$4.8~~$2.9 million in the first ~~nine~~six months of ~~2016.~~ ~~The decrease reflected a reduction in leased space and more efficient use of office space.~~ 2019. Data processing expense decreased ~~$2.9 million,~~$146,000, or ~~26.5%~~5.9%, to ~~$8.0~~$2.3 million in the first ~~nine~~six months of ~~2017~~2020 from ~~$10.9~~$2.5 million in the first ~~nine~~six months of 2016. The decrease reflected the impact of a renegotiated data processing contract and lower account and transaction volume as a result of the planned exit of an affinity program which had an ownership change. It also reflected the impact of the consolidation of our call centers as an efficiency and cost cutting measure.2019. Printing and supplies decreased ~~$1.1 million~~$16,000, or ~~49.0%~~4.7%, to ~~$1.1 million~~$326,000 in the first ~~nine~~six months of ~~2017~~2020 from ~~$2.2 million~~$342,000 in the first ~~nine~~six months of ~~2016, which reflected elevated expense in 2016 due to service charge and other communications in that year.~~2019. Audit expense ~~increased $524,000~~decreased $55,000, or ~~70.2%~~6.4%, to ~~$1.3 million~~$808,000 in the first ~~nine~~six months of ~~2017~~2020 from ~~$746,000~~$863,000 in the first ~~nine~~six months of ~~2016~~2019 which reflected ~~increased~~decreased regulatory and tax compliance audit fees. Legal expense increased ~~$2.1 million,~~$284,000, or ~~56.1%~~9.9%, to ~~$5.9~~$3.1 million for the first ~~nine~~six months of ~~2017~~2020 from ~~$3.8~~$2.9 million in the first ~~nine~~six months of ~~2016 which reflected~~2019, reflecting costs associated with antwo fact-finding inquiries by the SEC ~~subpoena related~~as described in Note 13 to the ~~restatement of the~~ financial ~~statements (see “Financial Statements; Regulatory Actions”) and other regulatory related legal fees. The year to date increase was net of insurance coverage.~~statements. Amortization of intangible assets ~~increased $101,000,~~decreased $472,000, or ~~9.8%~~61.6%, to ~~$1.1~~$294,000 for the first six months of 2020 from $766,000 for the first six months of 2019. The reduction reflected the full amortization of our customer list intangible for the Stored Value Solutions purchase from Marshall Bankfirst. FDIC insurance expense increased $1.5 million, or 36.9%, to $5.5 million for the first ~~nine~~six months of ~~2017~~2020 from $1.0 million for the first nine months of 2016. The increase resulted primarily from the amortization of the intangible asset resulting from the 2016 purchase of the $60 million of lease receivables. FDIC insurance expense increased $468,000, or 6.6% to $7.6 million for the first nine months of 2017 from $7.1$4.0 million in the first ~~nine~~six months of ~~2016, which reflected the impact of~~2019, primarily due to an increase in ~~the FDIC assessment rate.~~average liabilities, against which insurance rates are applied. Software expense increased ~~$1.1 million,~~$882,000, or ~~12.8%~~14.7%, to ~~$9.3~~$6.9 million in the first ~~nine~~six months of ~~2017~~2020 from ~~$8.3~~$6.0 million in the first ~~nine~~six months of ~~2016~~2019 which reflected ~~additional~~increased expenditures for information technology infrastructure to improve efficiency and scalability, including BSA software required to satisfy regulatory requirements. Insurance expense increased ~~$158,000,~~$107,000, or ~~9.3%~~8.8%, to ~~$1.9~~$1.3 million in the first ~~nine~~six months of ~~2017~~2020 from ~~$1.7~~$1.2 million in the first ~~nine~~six months of ~~2016. The increase reflected~~2019, reflecting higher ~~cyber~~rates and ~~director and officer coverages.~~higher coverage limits. Telecom and IT network communications expense increased $151,000, or 23.5%, to $794,000 in the first six months of 2020 from $643,000 in the first six months of 2019. The increase reflected migration to a new fiber optic network to improve performance and efficiency. Consulting expense decreased ~~$104,000~~$1.0 million, or ~~6.7%~~63.4%, to ~~$1.4~~$601,000 in the first six months of 2020 from $1.6 million in the first ~~nine~~six months of ~~2017~~2019, reflecting decreased BSA and other regulatory consulting. Lease termination expense decreased $908,000, or 100.0%, to $0 in the first six months of 2020 from ~~$1.5~~$908,000 in the first six months of 2019. Other non-interest expense decreased $221,000, or 3.4%, to $6.3 million in the first ~~nine~~six months of 2016. The decrease reflected cost cutting efforts which included the elimination of corporate sponsored cell phones. Securitization and servicing expense decreased $647,000 or 86.6%, to $100,000 in the first nine months of 20172020 from $747,000 in the first nine months of 2016. Expense in 2016 reflected expenditures related to a potential securitization for loans which were instead sold directly to a single buyer. Consulting expense decreased $2.5 million, or 58.6% to $1.7$6.5 million in the first ~~nine~~six months of ~~2017 from $4.2~~2019 reflecting decreased travel expense.

Income Taxes. Income tax expense for continuing operations was $11.1 million for the first six months of 2020 compared to $9.6 million in the first ~~nine~~six months of ~~2016. The decrease reflected reduced regulatory related~~2019. A 25.0% effective tax rate in 2020 and ~~investor relations consulting. Other non-interest expense decreased $3.8 million, or 27.0% to $10.3 million~~a 25.5% effective tax rate in the first nine months of 2017 from $14.1 million in the first nine months of 2016. The $3.8 million decrease reflected decreases of $1.8 million in travel and entertainment expenses, $815,000 in customer identification expense, $512,000 in

~~postage expense, $299,000 in expense related to third party origination of SBA loans and $190,000 in other leasing expense. The decrease in customer identification expense~~2019 primarily reflected the exit of one affinity group and reduced health savings volume due to the sale of that business. The decrease in postage expense reflected the impact of the sale of the health savings business and also reflected elevated expense in 2016 due to service charge and other communications mailings in that year. The decrease in travel and entertainment expense reflected the impact of staff reductions and a ~~concerted effort to reduce travel and related expenses.~~

~~Income Taxes.~~ ~~Income~~21% federal tax benefit for continuing operations was $457,000 for the first nine months of 2017 compared to $15.3 million in the first nine months of 2016. The tax benefit in 2017 reflected the impact of approximately $12 million of deferred tax valuation allowance reversals. That tax benefit was largely offset by the application of statutory federal and state tax rates against $30.2 million of pre tax income. The 35% effective tax benefit rate in 2016 reflected the statutory 34% rate and the impact of various state income taxes.

Liquidity and Capital Resources

Liquidity defines our ability to generate funds to support asset growth, meet deposit withdrawals, satisfy borrowing needs and otherwise operate on an ongoing basis. We invest the funds we do not need for daily operations primarily in overnight federal funds or in our interest-bearing account at the Federal Reserve.

Our primary source of funding has been deposits. We have been exiting deposit relationships to reduce excess balances at the Federal Reserve which earn relatively low rates of interest. While such exits continued in the third quarter of 2017, they were offset by growth in prepaid card and other payments deposits. Accordingly, overnightInterest-bearing balances at the Federal Reserve Bank, maintained on an overnight basis, averaged ~~$366.7~~$426.2 million for the ~~third~~second quarter of ~~2017, which was higher than~~2020, compared to the prior year ~~third~~second quarter average of ~~$324.2~~$420.2 million. Average deposits in second quarter 2020 increased by $1.50 billion, or 38.7%, to $5.37 billion. An increase in average savings and money market accounts of $207.7 million between those periods reflected growth in interest bearing accounts offered by our affinity group clients to prepaid and debit card account customers.

Investment securities available-for-sale ~~also~~ provide a ~~significant~~primary source of balance sheet liquidity. In excess of $750 million of our investments are issued by U.S. government agencies and are accordingly highly liquid, and may be pledged as collateral for our FHLB line of credit. Loan repayments, also a source of funds, were exceeded by new loan disbursements during the first ~~nine~~six months of ~~2017.~~ 2020. As a result, loans outstanding at June 30, 2020 totaled $2.32 billion, compared to $1.82 billion at December 31, 2019, an increase of $498.5 million. Over that period, commercial loans held-for-sale increased $627.1 million to $1.81 billion primarily as a result of growth in the commercial real estate loans which were originated for sale into securitizations. In 2019 and previous years, we have sold loans into securitizations at six month intervals. Such sales create an additional source of liquidity. However, we cannot provide any assurances that future securitizations will occur, as their execution, or at least timing, is dependent on market conditions. The planned sale of a portion of the $1.81 billion of commercial loans held-for-sale was not consummated by the purchaser in April 2020. If these loans are not sold, they will be retained on the balance sheet as interest-earning assets.

While we do not have a traditional branch system, we believe that our core deposits, which include our demand, interest checking, savings and money market accounts, have similar characteristics to those of a bank with a branch system. ~~We believe that the rate on our deposits is at or below competitors’ rates. However, the focus~~The majority of our deposit accounts are obtained with the assistance of third parties and as a result are classified as brokered by the FDIC. The FDIC guidance for classification of deposit accounts as brokered is relatively broad, and generally includes accounts which were referred to or “placed” with the institution by other companies. If the Bank ceases to be categorized as “well capitalized” under banking regulations, it will be prohibited from accepting, renewing or rolling over brokered deposits without the consent of the FDIC. In such a case, the FDIC’s refusal to grant consent to our accepting, renewing or rolling over brokered deposits could effectively restrict or eliminate the ability of the Bank to operate its business ~~model is~~lines as presently conducted.

We focus on customer service which we believe has resulted in a history of customer loyalty. Stability, lower cost and customer loyalty comprise key characteristics of core deposits which we believe are comparable to ~~identify affinity groups that control significant~~core deposits ~~as part~~ of their business. A key component to the model is that the affinity group deposits are both stable and “sticky,” in the sense that they do not react to fluctuations in the market. Nonetheless, certainpeers with branch systems. Certain components of ~~the~~our deposits do experience seasonality, creating greater excess liquidity at certain ~~times during the year, especially~~times. The largest deposit inflows occur in the first quarter ~~as a result~~ of the year when certain of our accounts are credited with tax refund payments from the U.S. Treasury.

While consumer transaction accounts including prepaid ~~card balances.~~

Historically, we have also used sources outside of our deposit products to fund our loan growth, including Federal Home Loan Bank advances, repurchase agreements, and institutional (brokered) certificates of deposit. In the first nine months of 2017,accounts comprise the vast majority of our funding was derived from prepaid cards and transaction accounts. While the FDIC now classifies prepaid and most of our other deposits obtained with the cooperation of third parties as brokered, these deposits have demonstrated stability and low cost for an extended historical period. Weneeds, we maintain secured borrowing lines with the ~~Federal Home Loan Bank of Pittsburgh, or~~ FHLB and the Federal ~~Reserve Bank.~~Reserve. As of ~~September~~June 30, ~~2017,~~2020, we had ~~approximately $573.7 million available on a line of credit with the Federal Home Loan Bank and $179.8 million available on~~ a line of credit with the Federal Reserve ~~Bank. These lines~~which exceeded one billion dollars, which may be collateralized by ~~specified~~various types of loans and securities, but which we generally have not used. To mitigate the impact of the Coronavirus, the Federal Reserve has encouraged banks to utilize their lines to maximize the amount of funding available for credit markets. Accordingly, the Bank has borrowed on its line on an overnight basis and may do so in the future. The amount of loans pledged varies and the collateral may be unpledged at any time to the extent the collateral exceeds advances. We may access our line of credit with the FHLB after pledging U.S. government agency securities, which is permitted at any time, to allow daily access to the line. As of June 30, 2020, we had eligible securities which would result in approximately $750 million of availability. As of June 30, 2020, we had no amount outstanding on the Federal Reserve line or ~~securities, and we~~on our FHLB line. We expect to continue to maintain ~~these facilities.~~our facilities with the FHLB and Federal Reserve. We actively monitor our positions and contingent funding sources ~~on a daily basis. As of September 30, 2017, we did not have any borrowings outstanding on our lines of credit.~~daily.

As a holding company conducting substantially all of our business through our subsidiaries, our need for liquidity consists principally of cash needed to make required interest payments on our trust preferred ~~securities.~~securities and our sources of liquidity primarily come in the form of dividends from the Bank to the holding company. As of ~~September~~June 30, ~~2017,~~2020, we had cash reserves of approximately ~~$13.0~~$13.3 million at the holding company. Current quarterly interest payments on the $13.4 million of trust preferred securities are approximately ~~$150,000~~$135,000 based on a floating rate of 3.25% over LIBOR. We expect that when the conditions under which the amendment to the 2014 Consent Order was issued will have been remediated, the FDIC will permit the Bank to resume paying dividends to us to fund holding company operations. There can, however, be no assurance that the FDIC will, in fact, allow the resumption of Bank dividends to us at the end of that period or at all and, accordingly, there is risk that we will need to obtain alternate sources of funding. There can be no assurance that such sources would be available to us on acceptable terms or at all.

Included in our cash and cash-equivalents at ~~September~~June 30, ~~2017~~2020 were ~~$328.0~~$475.6 million of interest earning deposits which primarily consisted of deposits with the Federal ~~Reserve and included deposits for reserve requirements.~~ Reserve.

Funding was directed primarily at cash outflows required for net loan growth of $152.5 million for the nine months ended September 30, 2017, and $120.3 million for the nine months ended September 30, 2016.

Net redemptions of investment securities for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020 were ~~$87.2~~$91.8 million compared to net purchases of ~~$251.1~~$66.3 million for the prior ~~year.~~year period. We had outstanding commitments to fund loans, including unused lines of credit, of ~~$1.31~~$2.28 billion and ~~$1.09~~$2.34 billion as of ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016,~~2019, respectively. The majority of our commitments are variable rate and originate with security backed lines of credit. Such commitments are normally based on the full amount of collateral in a ~~customers~~customer’s investment account. However, such commitments have historically been drawn at only a fraction of the total commitment. The funding requirements for such commitments occur on a measured basis over time and would be funded by normal deposit growth.

We must comply with capital adequacy guidelines issued by the FDIC. A bank must, in general, have a Tier 1 leverage ratio of 5.00%, a ratio of Tier I capital to risk-weighted assets of 8.0%, a ratio of total capital to risk-weighted assets of 10.0% and a ratio of common equity tier 1 to risk weighted assets of 6.5% to be considered “well capitalized.” The Tier I leverage ratio is the ratio of Tier 1 capital to average assets for the period. “Tier I capital” includes common shareholders’ equity, certain qualifying perpetual preferred stock and minority interests in equity accounts of consolidated subsidiaries, less intangibles. At ~~September~~June 30, ~~2017,~~2020, we were “well capitalized” under banking regulations.

The following table sets forth our regulatory capital amounts and ratios for the periods indicated:



	Tier 1 capital	Tier 1 capital	Total capital	Common equity	Tier 1 capital	Tier 1 capital	Total capital	Common equity
	to average	to risk-weighted	to risk-weighted	tier 1 to risk	to average	to risk-weighted	to risk-weighted	tier 1 to risk
	assets ratio	assets ratio	assets ratio	weighted assets	assets ratio	assets ratio	assets ratio	weighted assets

As of September 30, 2017
As of June 30, 2020
The Bancorp, Inc.	8.24%	16.27%	16.62%	16.27%	8.48%	14.84%	15.27%	14.84%
The Bancorp Bank	8.05%	15.95%	16.31%	15.95%	8.34%	14.56%	14.98%	14.56%
"Well capitalized" institution (under FDIC regulations-Basel III)	5.00%	8.00%	10.00%	6.50%	5.00%	8.00%	10.00%	6.50%

As of December 31, 2016
As of December 31, 2019
The Bancorp, Inc.	6.90%	13.34%	13.63%	13.34%	9.63%	19.04%	19.45%	19.04%
The Bancorp Bank	6.84%	13.24%	13.53%	13.24%	9.46%	18.71%	19.11%	18.71%
"Well capitalized" institution (under FDIC regulations)	5.00%	8.00%	10.00%	6.50%
"Well capitalized" institution (under FDIC regulations-Basel III)					5.00%	8.00%	10.00%	6.50%

Asset and Liability Management

The management of rate sensitive assets and liabilities is essential to controlling interest rate risk and optimizing interest margins. An interest rate sensitive asset or liability is one that, within a defined time period, either matures or experiences an interest rate change in line with general market rates. Interest rate sensitivity measures the relative volatility of an institution’s interest margin resulting from changes in market interest rates.

We monitor, manage and control interest rate risk through a variety of techniques, including use of traditional interest rate sensitivity analysis (also known as “gap analysis”) and an interest rate risk management model. With the interest rate risk management model, we project future net interest income and then estimate the effect of various changes in interest rates and balance sheet growth rates on that projected net interest income. We also use the interest rate risk management model to calculate the change in net portfolio value over a range of interest rate change scenarios. Traditional gap analysis involves arranging our interest earning assets and interest bearing liabilities by repricing periods and then computing the difference (or “interest rate sensitivity gap”) between the assets and liabilities that we estimate will reprice during each time period and cumulatively through the end of each time period.

Both interest rate sensitivity modeling and gap analysis are done at a specific point in time and involve a variety of significant estimates and assumptions. Interest rate sensitivity modeling requires, among other things, estimates of how much and when yields and costs on individual categories of interest earning assets and interest bearing liabilities will respond to general changes in market rates, future cash flows and discount rates. Gap analysis requires estimates as to when individual categories of interest-sensitive assets and liabilities will reprice, and assumes that assets and liabilities assigned to the same repricing period will reprice at the same time and in the same amount. Gap analysis does not account for the fact that repricing of assets and liabilities is discretionary and subject to competitive and other pressures. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities. A gap is considered negative when the amount of interest rate sensitive liabilities exceeds interest rate sensitive assets. During a period of falling interest rates, a positive gap would tend to adversely affect net interest income, while a negative gap would tend to result in an increase in net interest income. During a period of rising interest rates, a positive gap would tend to result in an increase in net interest income while a negative gap would tend to affect net interest income adversely.

The following table sets forth the estimated maturity or repricing structure of our interest earning assets and interest bearing liabilities at ~~September~~June 30, ~~2017.~~2020. Except as stated below, the amounts of assets or liabilities shown which reprice or mature during a particular period were determined in accordance with the contractual terms of each asset or liability. The majority of demand and interest bearing demand deposits and savings deposits are assumed to be “core” deposits, or deposits that will generally remain with us regardless of market interest rates. We estimate the repricing characteristics of these deposits based on historical performance, past experience, ~~at other institutions~~judgmental predictions and other deposit behavior assumptions. However, we may choose not to reprice liabilities proportionally to changes in market interest rates for competitive or other reasons. Additionally, although non-interest bearing demand accounts are not paid interest, we estimate certain of the balances will reprice as a result of the contractual fees that are paid to the affinity groups which are based upon a rate index, and therefore are included in interest expense. We have adjusted the demand and interest checking balances in the table downward, to better reflect the impact of their partial adjustment to changes in rates. Loans and security balances, which adjust more fully to market rate changes, are based upon actual balances. The vast majority of loans at their interest rates floors are included in commercial loans held-for-sale and totaled approximately $1.50 billion at June 30, 2020. However, these loans are held-for-sale and, depending on whether and when they are sold, would significantly impact the gap analysis and rate sensitivity. The table does not assume any prepayment of fixed-rate loans and mortgage-backed securities ~~which~~ are scheduled based on their anticipated cash flow, including prepayments based on historical data and current market trends. The table does not necessarily indicate the impact of general interest rate movements on our net interest income because the repricing and related behavior of certain categories of assets and liabilities is beyond our control as, for example, prepayments of loans and withdrawal

of deposits. As a result, certain assets and liabilities indicated as repricing within a stated period may in fact reprice at different times and at different rate levels.



	1-90	91-364	1-3	3-5	Over 5	1-90	91-364	1-3	3-5	Over 5
	Days	Days	Years	Years	Years	Days	Days	Years	Years	Years
	(dollars in thousands)					(dollars in thousands)
Interest earning assets:
Commercial loans held for sale	$ 169,953	$ 19,356	$ 50,267	$ 21,181	$ 119,515
Commercial loans held-for-sale						$ 1,666,384	$ 19,821	$ 29,089	$ 7,646	$ 84,690
Loans net of deferred loan costs	905,299	124,564	150,922	183,104	10,171	1,751,397	82,665	232,126	225,354	31,195
Investment securities	357,407	153,315	181,936	199,881	390,819	569,190	94,326	217,173	245,243	198,515
Interest earning deposits	328,023	-	-	-	-	475,627	-	-	-	-
Securities purchased under agreements to resell	65,095	-	-	-	-
Total interest earning assets	1,825,777	297,235	383,125	404,166	520,505	4,462,598	196,812	478,388	478,243	314,400

Interest bearing liabilities:
Demand and interest checking	2,012,233	66,386	66,386	-	-	3,326,578	51,018	51,018	-	-
Savings and money market	113,046	226,091	113,046	-	-	113,865	227,728	113,865	-	-
Securities sold under agreements to repurchase	180	-	-	-	-	42	-	-	-	-
Subordinated debenture	13,401	-	-	-	-
Subordinated debentures						13,401	-	-	-	-
Total interest bearing liabilities	2,138,860	292,477	179,432	-	-	3,453,886	278,746	164,883	-	-
Gap	$ (313,083)	$ 4,758	$ 203,693	$ 404,166	$ 520,505	$ 1,008,712	$ (81,934)	$ 313,505	$ 478,243	$ 314,400
Cumulative gap	$ (313,083)	$ (308,325)	$ (104,632)	$ 299,534	$ 820,039	$ 1,008,712	$ 926,778	$ 1,240,283	$ 1,718,526	$ 2,032,926
Gap to assets ratio	-8%	*	5%	10%	13%	16%	-1%	5%	8%	5%
Cumulative gap to assets ratio	-8%	-8%	-3%	8%	21%	16%	15%	20%	28%	33%

* While demand deposits are non-interest bearing, related fees paid to affinity groups may reprice according to specified indices.

The methods used to analyze interest rate sensitivity in this table have a number of limitations. Certain assets and liabilities may react differently to changes in interest rates even though they reprice or mature in the same or similar time periods. The interest rates on certain assets and liabilities may change at different times than ~~changes in~~ market interest rates, with some changing in advance of changes in market rates and some lagging behind changes in market rates. Additionally, the actual prepayments and withdrawals we experience when interest rates change may deviate significantly from those assumed in calculating the data shown in the table. Accordingly, actual results can and often do differ from projections.

Financial Condition

General.Our total assets at ~~September~~June 30, ~~2017~~2020 were ~~$3.99~~$6.21 billion, of which our total loans were ~~$1.37~~$2.32 billion and our commercial loans held-for-sale were $1.81 billion. At December 31, ~~2016,~~2019, our total assets were ~~$4.86~~$5.66 billion, of which our total loans were ~~$1.22~~$1.82 billion and our commercial loans held-for-sale were $1.18 billion. The ~~decrease~~increase in assets reflected ~~the exit of less profitable~~growth in loans and commercial loans held-for-sale, funded by growth in demand and interest checking and savings and money market deposits. The change in assets also reflects variability in daily deposit ~~relationships.~~ balances and higher equity resulting from earnings and unrealized securities gains.

Interest earning deposits and federal funds sold. At ~~September~~June 30, ~~2017,~~2020, we had a total of ~~$328.0~~$475.6 million of interest earning deposits compared to ~~$955.7~~$924.5 million at December 31, ~~2016,~~2019, a decrease of ~~$627.7~~$448.9 million, or ~~65.7%~~48.6%. These deposits were comprised primarily of balances at the Federal Reserve, ~~which pays interest on such balances. Reductions in such balances reflected deployment of such funds into higher yielding loans~~ and ~~securities and~~were generally reduced to fund the ~~exit of less profitable deposit relationships.~~aforementioned loan growth.

Investment portfolio. For detailed information on the composition and maturity distribution of our investment portfolio, see Note 5 to the Financial Statements. Total investment securities decreased to ~~$1.28~~$1.32 billion at ~~September~~June 30, ~~2017,~~2020, a decrease of ~~$58.7~~$80.6 million, or ~~4.4%~~5.7%, from ~~year-end 2016.~~December 31, 2019. The decrease ~~in investment~~reflected prepayments on mortgage backed-securities. In March 2020, the Company transferred the four securities ~~was primarily~~comprising its held-to-maturity securities portfolio to available-for-sale. The interest rates for these securities utilize LIBOR as a benchmark and were permitted to be transferred by a provision of ASU 2020-04, to maximize management and accounting flexibility as a result of ~~prepayments on collateralized loan obligation securities. Other~~the future phase-out of LIBOR.

The four securities ~~included in the held-to-maturity classification at September~~transferred to available-for-sale had book value and fair values as of June 30, ~~2017, consisted~~2020: a trust preferred unrated security issued by an insurance company with a book value of $10.0 million and a fair value of $6.2 million; and three securities ~~secured~~supported by diversified portfolios of corporate securities with a book value of $75.1 million and ~~two single-issuer trust preferred securities.~~a fair value of $75.6 million.

A total of $11.0 million of other debt securities - single issuers is comprised of the following: amortized cost of two single-issuer trust preferred securities of $11.0 million, of which one security for $1.9 million was issued by a bank and one security for $9.1 million was issued by an insurance company.

~~A total of $75.4 million of other debt securities – pooled is comprised of three securities consisting of diversified portfolios of corporate securities.~~

~~The following table provides additional information related to our single issuer trust preferred securities as of September 30, 2017 (in thousands):~~

Under the accounting guidance related to ~~the recognition~~CECL, changes in fair value of ~~other-than-temporary impairment charges on debt~~ securities ~~an impairment on a debt security is deemed~~unrelated to credit losses, continue to be ~~other-than-temporary if it meets~~recognized through equity. However, credit-related losses are recognized through an allowance, rather than through a reduction in the ~~following conditions: (i) we intend to sell or it is more likely than not we will be required to sell the security before a recovery in value, or (ii) we do not expect to recover the entire~~ amortized cost ~~basis~~ of the security. ~~If we intend to sell or it is more likely than~~The guidance for the new CECL allowance includes a provision for the reversal of credit impairments in future periods based on improvements in credit, which was not ~~we will be required to sell the security before a recovery~~included in value, a charge is recorded in net realized capital losses equal to the difference between the fair value and amortized cost basis of the security. For those other-than-temporarily impaired debt securities which do not meet the first condition and for which we do not expect to recover the entire amortized cost basis, the difference between the security’s amortized cost basis and the fair value is separated into the portion representing a credit impairment, which is recorded in net realized capital losses, and the remaining impairment, which is recorded in other comprehensive income.previous guidance. Generally, a security’s ~~credit impairment~~credit-related loss is the difference between its amortized cost basis and the best estimate of its expected future cash flows discounted at the security’s effective ~~yield~~yield. That difference is recognized through the income statement, as with prior ~~to impairment. The previous amortized cost basis less the impairment recognized in net realized capital losses becomes the security’s new cost basis.~~guidance, but is renamed a provision for credit loss. For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~September 30, 2016,~~2019, we recognized no ~~other-than-temporary impairment charges related to trust preferred securities classified in~~credit-related losses on our ~~held-to-maturity~~ portfolio.

Investments in Federal Home Loan and Atlantic Central Bankers Bank stock are recorded at cost and amounted to ~~$991,000~~$1.4 million at ~~September~~June 30, ~~2017,~~2020, compared to ~~$1.6~~$5.3 million at December 31, ~~2016. The decrease resulted from a decrease in the amount of~~2019. Federal Home Loan Bank stock ~~that entity periodically requests be adjusted~~purchases are required in order to ~~its level of services.~~

~~Investment securities with a carrying value of $606.8 million at September 30, 2017 and $607.2 million at December 31, 2016, were pledged as collateral for~~borrow from the Federal Home Loan Bank. The decline in stock holdings at June 30, 2020 resulted from a reduction in borrowings from the FHLB during the quarter. Both the FHLB and Atlantic Central Bankers Bank ~~advances~~require its correspondent banking institutions to hold stock as a condition of membership.

At June 30, 2020 and ~~letters~~December 31, 2019 no investment securities were encumbered through pledging.

As of June 30, 2020 the principal balance of the security we owned issued by CRE-1 was $8.1 million. Repayment is expected from the workout or disposition of commercial real estate collateral, all proceeds of which will first repay our $8.1 million balance. The collateral consists of a hotel in a high-density populated area in a northeastern major metropolitan area. The hotel was valued at over $40 million, based upon a 2016 appraisal. As of June 30, 2020 the principal balance of the security we owned issued by CRE-2 was $12.6 million. Repayment is expected from the workout or disposition of commercial real estate collateral, after repayment of more senior tranches. Our $12.6 million security has 24% excess credit ~~as required or permitted by law.~~support; thus, losses of 24% of remaining security balances would have to be incurred, prior to any loss on our security. Additionally, the commercial real estate collateral was appraised in 2017 at approximately $178.5 million, versus remaining principal to be repaid on all securities, of approximately $130.2 million. The excess of the appraised amount over the remaining principal to be repaid on all securities further reduces credit risk, in addition to the 24% credit support within the securitization structure.

~~Loans held for sale~~Commercial loans held-for-sale. ~~Loans held for sale~~Commercial loans held-for-sale are comprised of commercial ~~mortgage~~real estate loans and SBA loans originated for sale or securitization in the secondary market. The fair value of commercial ~~mortgage~~real estate loans and the SBA loans originated for sale is based on purchase commitments, quoted prices for the same or similar loans or fair market valuations based on other market ~~information.~~information on a pooled basis. Commercial loans ~~held for sale decreased~~held-for-sale increased to ~~$380.3 million~~$1.81 billion at ~~September~~June 30, ~~2017~~2020 from ~~$663.1 million~~$1.18 billion at December 31, ~~2016.~~2019. The decrease reflected a difference in the timing of loan originations and related sales. The December balance had accumulated until its recording as a sale in first quarter 2017 while the lower September balanceincrease reflected the ~~impact~~failure of a ~~sale in third quarter 2017.~~purchaser to consummate a planned purchase of approximately $825 million of CRE loans scheduled for April 2020. If not sold, these loans will be held on the balance sheet as interest-earning assets.

Loan portfolio. Total loans increased to ~~$1.37~~$2.32 billion at ~~September~~June 30, ~~2017~~2020 from ~~$1.22~~$1.82 billion at December 31, ~~2016.~~2019.

The following table summarizes our loan portfolio, ~~not including~~excluding loans ~~held for sale,~~held-for-sale, by loan category for the periods indicated (in thousands):



	June 30,	December 31,
	2020	2019

SBL non-real estate	$ 293,692	$ 84,579
SBL commercial mortgage	259,020	218,110
SBL construction	33,193	45,310
Small business loans *	585,905	347,999
Direct lease financing	422,505	434,460
SBLOC / IBLOC **	1,287,350	1,024,420
Advisor financing ***	15,529	-
Other specialty lending	2,706	3,055
Other consumer loans ****	4,003	4,554
	2,317,998	1,814,488
Unamortized loan fees and costs	4,739	9,757
Total loans, net of unamortized loan fees and costs	$ 2,322,737	$ 1,824,245


	June 30,	December 31,
	2020	2019

SBL loans, including deferred fees and costs of ($1,970) and $4,215
for June 30, 2020 and December 31, 2019, respectively	$ 583,935	$ 352,214
SBL loans included in held-for-sale	225,401	220,358
Total small business loans	$ 809,336	$ 572,572

*The ~~following~~preceding table shows ~~SBA~~small business loans, or SBL, and ~~SBA loans held for sale~~SBL held-for-sale at the dates indicated (in thousands):. While the majority of SBL are comprised of SBA loans, SBL also includes $22.4 million of non-SBA loans as of June 30, 2020 and $17.0 million at December 31, 2019. Included in SBL are $207.9 million of short term Paycheck Protection loans.

**** Included in the table above under other consumer loans are demand deposit overdrafts reclassified as loan balances totaling $361,000 and $882,000 at June 30, 2020 and December 31, 2019, respectively. Estimated overdraft charge-offs and recoveries are reflected in the allowance for credit losses.

The following table summarizes our small business loan portfolio, including loans held-for-sale, by loan category as of June 30, 2020 (in thousands):


		Loan principal
U.S. government guaranteed portion of SBA loans (a)		$ 306,360
Paycheck Protection Program Loans (PPP) (a)		207,891
Commercial mortgage SBA (b)		164,195
Construction SBA (c)		15,684
Unguaranteed portion of U.S. government guaranteed loans (d)		89,269
Non-SBA small business loans (e)		22,397
Total principal		$ 805,796
Fair value adjustment (f)		5,510
Unamortized fees		(1,970)
Total small business loans		$ 809,336

(a)This is the portion of SBA 7a loans (7a) and PPP which have been guaranteed by the U.S. government, and therefore are assumed to have no credit risk.

(b)Substantially all of these loans are made under the SBA 504 Fixed Asset Financing program (504) which dictates origination date loan-to-value percentages (LTV), generally 50-60%, to which the bank adheres.

(c)Of the $16 million Construction SBA loans, $12 million are 504 first mortgages with an origination date loan-to-value of 50-60% and $4 million are SBA interim loans with an approved SBA post-construction full takeout/payoff.

(d)The $89 million represents the unguaranteed portion of 7a loans which are 70% or more guaranteed by the U.S. government. 7a loans are not made on the basis of real estate LTV; however, they are subject to SBA's "All Available Collateral" rule which mandates that to the extent a borrower or its 20% or greater principals have available collateral (including personal residences), the collateral must be pledged to fully collateralize the loan, after applying SBA-determined liquidation rates. In addition, all 7a and 504 loans require the personal guaranty of all 20% or greater owners.

(e)Of the $22 million in non-SBA loans, $3 million are bridge loans with permanent lender takeout commitments, $2 million is a secured conventional loan with an 80% origination date LTV and $17 million consist of approximately 20 conventional coffee/doughnut/carryout franchisee note purchases. The majority of purchased notes were made to multi-unit operators and are considered seasoned and have performed as agreed. A $2 million guaranty by the seller, for an 11% first loss piece, is in place until August 2021.

(f)The fair value adjustment applies to the U.S. government guaranteed portion of SBA loans.

Additionally, the recently passed CARES Act of 2020 has provided significant support for SBA loans including funding intended to provide six months of interest payments on SBA loans, as well as other accommodations to provide for the payment of payroll and other operating expenses.

The following table summarizes our small business loan portfolio, excluding the government guaranteed portion of SBA 7a and PPP loans, by loan type as of June 30, 2020 (in thousands):


	SBL commercial mortgage*	SBL construction*	SBL non-real estate	Total	% Total
Hotels	$ 68,110	$ 6,956	$ 3	$ 75,069	26%
Professional services offices	21,626	491	2,045	24,162	8%
Full-service restaurants	14,710	874	5,395	20,979	7%
Child day care and youth services	15,402	175	880	16,457	6%
Bakeries	4,383	-	11,822	16,205	6%
Fitness/rec centers and instruction	8,420	-	3,933	12,353	4%
General warehousing and storage	10,788	-	-	10,788	4%
Limited-service restaurants and catering	6,744	-	3,919	10,663	4%
Elderly assisted living facilities	1,633	6,867	2,159	10,659	4%
Amusement and recreation industries	4,634	1,398	770	6,802	2%
Car washes	3,432	2,912	-	6,344	2%
Funeral homes	4,793	-	-	4,793	2%
New and used car dealers	3,904	-	-	3,904	1%
Automotive servicing	2,505	-	706	3,211	1%
Other	45,683	282	23,191	69,156	23%
	$ 216,767	$ 19,955	$ 54,823	$ 291,545	100%

* Substantially all are SBA loans with 50-60% loan-to-value ratios at their origination.

The following table summarizes our small business loan portfolio, excluding the government guaranteed portion of SBA 7a and PPP loans, by state as of June 30, 2020 (in thousands):


	SBL commercial mortgage*	SBL construction*	SBL non-real estate	Total	% Total
Florida	$ 33,341	$ 6,867	$ 6,874	$ 47,082	16%
California	34,437	2,030	5,392	41,859	14%
Pennsylvania	29,619	-	3,583	33,202	11%
Illinois	27,584	175	4,179	31,938	11%
North Carolina	24,058	1,398	2,659	28,115	10%
Texas	11,211	-	5,248	16,459	6%
New York	9,811	1,075	4,571	15,457	5%
Tennessee	6,832	5,882	800	13,514	5%
New Jersey	2,270	1,473	7,372	11,115	4%
Virginia	7,746	774	1,758	10,278	4%
Georgia	4,979	-	1,673	6,652	2%
Michigan	3,177	-	1,254	4,431	2%
Colorado	2,056	-	1,474	3,530	1%
Ohio	3,052	-	365	3,417	1%
Other states	16,594	281	7,621	24,496	8%
	$ 216,767	$ 19,955	$ 54,823	$ 291,545	100%

* Substantially all are SBA loans with 50-60% loan-to-value ratios at their origination.

The following table summarizes the 10 largest loans in our small business loan portfolio, including loans held-for-sale, as of June 30, 2020 (in thousands):


Type*	State	SBL commercial mortgage*	SBL construction*	Total
Professional services office	CA	$ 8,971	$ -	$ 8,971
Hotel	FL	8,729	-	8,729
General warehouse	PA	7,502	-	7,502
Hotel	NC	5,774	-	5,774
Assisted living facility	FL	-	4,942	4,942
Hotel	NC	4,747	-	4,747
Fitness and rec center	PA	4,510	-	4,510
Hotel	PA	4,172	-	4,172
Hotel	TN	-	3,733	3,733
Gas Station	VA	3,678	-	3,678
		$ 48,083	$ 8,675	$ 56,758

* All of the top 10 loans are SBA and with the rest of the commercial real estate portfolio were originated with an approximate loan-to-value ratio between 50% and 60% at origination.

Commercial real estate loans held-for-sale which were originated for sale or securitization, excluding SBA loans, are as follows including LTV at origination as of June 30, 2020 (dollars in thousands):


	# Loans	Balance	Origination date LTV	Weighted average minimum interest rate
Multifamily (apartments)	181	$ 1,449,875	76%	4.77%
Hospitality (hotels and lodging)*	11	60,401	65%	5.70%
Retail	7	51,810	72%	4.96%
Other	8	24,953	69%	5.20%
	207	$ 1,587,039	75%	4.82%
Fair value adjustment		(4,810)
Total		$ 1,582,229

* Of the total $4.8 million fair value adjustment, $2.0 million was related to hospitality loans.

The following table summarizes our commercial real estate loans held-for-sale which were originated for sale or securitization, excluding SBA loans, by state as of June 30, 2020 (in thousands):


	Balance	Origination date LTV
Texas	$ 406,786	77%
Georgia	233,493	78%
Arizona	121,390	76%
North Carolina	109,223	78%
Nevada	55,999	80%
Alabama	53,838	76%
Other states each <$50 million	606,310	73%
	$ 1,587,039	75%

The following table summarizes our 15 largest commercial real estate loans held-for-sale which were originated for sale or securitization, excluding SBA loans as of June 30, 2020 (in thousands). All of these loans are multi-family loans.


	Balance	Origination date LTV
North Carolina	$ 42,777	78%
Texas	36,740	79%
Texas	35,206	80%
Pennsylvania	31,389	77%
Georgia	30,723	80%
Nevada	28,400	80%
Texas	27,911	75%
Texas	26,663	77%
Arizona	25,658	79%
Mississippi	24,918	79%
Texas	24,480	77%
North Carolina	24,327	77%
Texas	23,950	77%
California	22,957	65%
Georgia	22,909	79%
	$ 429,008	77%

The following table summarizes our institutional banking portfolio by type as of June 30, 2020 (in thousands):


Type	Principal	% of total
Securities backed lines of credit (SBLOC)	$ 1,003,049	77%
Insurance backed lines of credit (IBLOC)	284,301	22%
Advisor financing	15,529	1%
Total	$ 1,302,879	100%

For SBLOC, we generally lend up to 50% of the value of equities and 80% for investment grade securities. While equities have fallen in excess of 30% in recent periods, the reduction in collateral value of brokerage accounts collateralizing SBLOCs generally has been less, for two reasons. First, many collateral accounts are “balanced” and accordingly, have a component of debt securities, which have either not decreased in value as much as equities, or in some cases may have increased in value. Secondly, many of these accounts have the benefit of professional investment advisors who provided some protection against market downturns, through diversification and other means. Additionally, borrowers often utilize only a portion of collateral value, which lowers the percentage of principal to the market value of collateral.

The following table summarizes our top 10 SBLOC loans as of June 30, 2020 (in thousands):


		Principal amount		% Principal to collateral
		$ 32,950		31%
		18,750		44%
		14,428		23%
		11,469		29%
		11,400		80%
		10,044		49%
		9,465		27%
		9,183		75%
		8,018		22%
		7,757		71%
		$ 133,464		42%

IBLOC loans are backed by the cash value of life insurance policies which have been assigned to us. We lend up to 100% of such cash value. Our underwriting standards require approval of the insurance companies which carry the policies backing these loans. Currently, seven insurance companies have been approved and, as of January 21, 2020, all were rated Superior (A+ or better) by AM BEST. Moody’s ratings were at least A rated, and ranged from A3 to Aa2.

The following table summarizes our direct lease financing portfolio* by type as of June 30, 2020 (in thousands):


	Principal balance	% Total
Government agencies and public institutions**	$ 77,194	18%
Construction	74,138	18%
Waste management and remediation services	60,642	15%
Retail trade	38,696	9%
Transportation and warehousing	39,215	9%
Real estate, rental and leasing	33,030	8%
Health care and social assistance	25,966	6%
Professional, scientific, and technical services	19,407	5%
Manufacturing	13,562	3%
Wholesale trade	12,940	3%
Educational services	9,675	2%
Arts, entertainment, and recreation	5,162	1%
Other	12,878	3%
	$ 422,505	100%

* Of the total $422.5 million of direct lease financing, $388.0 million consisted of vehicle leases with the remaining balance consisting of equipment leases.

** Includes public universities and school districts.

The following table summarizes our direct lease financing portfolio by state as of June 30, 2020 (in thousands):


	Principal balance	% Total
Florida	$ 99,040	23%
New Jersey	30,147	7%
Pennsylvania	27,132	6%
New York	26,598	6%
North Carolina	25,794	6%
Maryland	24,386	6%
California	21,401	5%
Utah	19,152	5%
Washington	15,909	4%
Georgia	15,305	4%
Connecticut	11,304	3%
Alabama	10,809	3%
Illinois	10,668	3%
Texas	10,011	2%
Missouri	6,922	2%
Other states	67,927	15%
	$ 422,505	100%

Allowance for ~~loan and lease~~credit losses. We review the adequacy of our allowance for ~~loan and lease~~credit losses on at least a quarterly basis to determine that the provision for ~~loan~~credit losses is made in an amount necessary to maintain our allowance at a level that is appropriate, based on management’s estimate of ~~inherent~~current expected credit losses. Our estimates of loan and lease losses are intended to, and, in management’s opinion, do, meet the criteria for accrual of loss contingencies in accordance with ASC 450, “Contingencies”, and ASC 310, “Receivables”. The process of evaluating this adequacy has two basic elements: first, the identification of problem loans or leases based on current financial information and the fair value of the underlying collateral; and second, a methodology for estimating general loss reserves. For loans or leases classified as “special mention,” “substandard” or “doubtful,” we reserve all losses inherent in the portfolio at the time we classify the loan or lease. This “specific” portion of the allowance is the total of potential, although unconfirmed, losses for individually classified loans. In this process, we establish specific reserves based on an analysis of the most probable sources of repayment and liquidation of collateral. While each impaired loan is individually evaluated, not every loan requires a reserve when the collateral value and estimated cash flows exceed the current balance.

The second phase of our analysis represents an allocation of the allowance. This methodology analyzes pools of loans that have similar characteristics and applies historical loss experience and other factors for each pool including management’s experience with similar loan and lease portfolios at other institutions, the historic loss experience of our peers and a review of statistical information from various industry reports to determine the allocable portion of the allowance. This estimate is intended to represent the potential unconfirmed and inherent losses within the portfolio. Individual loan pools are created for the following major loan categories: SBLOCs, SBA loans, direct lease financing and other specialty lending and consumer loans. We augment historical experience for each loan pool by accounting for such items as current economic conditions, current loan portfolio performance, loan policy or management changes, loan concentrations, increases in our lending limit, average loan size and other factors as appropriate. Our Chief Credit Officer oversees the loan review department processes and measures the adequacy of the allowance for ~~loan and lease~~credit losses independently of loan production officers. For detailed information on the allowance for credit loss methodology, please see Note 6 to the financial statements.

At June 30, 2020, the allowance for credit losses amounted to $14.6 million which represented a $4.4 million increase over the $10.2 million at December 31, 2019. The increase reflected a $2.6 million addition resulting from the implementation of CECL accounting guidance during the first quarter of 2020. The increase also reflected an increased allowance for direct lease financing which experienced higher charge-offs during 2020. Troubled debt restructured loans are individually considered by comparing collateral values with principal outstanding and establishing specific reserves within the allowance. At June 30, 2020, there were 11 troubled debt restructured loans with a balance of $1.7 million which had specific reserves of $510,000. All of these reserves related to the non-guaranteed portion of SBA loans for start-up businesses.

A description of loan review coverage targets is set forth below.

At ~~September~~June 30, ~~2017,~~2020, in excess of 50% of the total continuing loan portfolio had been ~~reviewed as a result of the coverage of each loan portfolio type.~~reviewed. The targeted coverages and scope of the reviews are risk-based and vary according to each portfolio. These thresholds are maintained as follows:

Securities Backed Lines of Credit (SBLOC) – The targeted review threshold for ~~2017~~2020 is 40%, ~~with~~including a sample focusing on the largest 25% of SBLOCs by commitment ~~to be~~ reviewed ~~annually.~~quarterly. A random ~~sampling~~sample of a minimum of 20 of the remaining loans will be reviewed each quarter. At ~~September~~June 30, ~~2017,~~2020, approximately ~~50%~~60% of the SBLOC portfolio had been reviewed.

~~SBA Loans~~Insurance Backed Lines of Credit (IBLOC) – The targeted review threshold for ~~2017~~2020 is 40%, including a sample focusing on the largest 25% of IBLOCs by commitment reviewed quarterly. A random sample of the remaining loans will also be reviewed and a minimum of 20 loans will be reviewed each quarter. At June 30, 2020, approximately 73% of the IBLOC portfolio had been reviewed.

Small Business Loans – The vast majority of small business loans are comprised of SBA loans. The targeted review threshold for 2020 is 100%, to be reviewed within 90 days of funding, ~~less guaranteed portions of any purchased loans.~~excluding loans which are fully government guaranteed. The 100% coverage includes ~~loan review work performed~~loans rated by designated SBA department ~~personnel. At September 30, 2017, approximately 100% of the government guaranteed loan portfolio had been reviewed. The~~personnel, with a review threshold for the independent loan review department ~~is $1,000,000.~~ of loans exceeding $1.07 million and any classified loans. At June 30, 2020, approximately 100% of the small business loan portfolio had been rated and/or reviewed.

Leasing – The targeted review threshold for ~~2017~~2020 is 35%. At ~~September~~June 30, ~~2017,~~2020, approximately 53% of the leasing portfolio had been reviewed. The loan balance review threshold is ~~$1,000,000.~~$1.0 million.

CMBS (Floating Rate) – The targeted review threshold for ~~2017~~2020 is 100%. Floating rate loans will be reviewed initially within 90 days of funding and will be monitored on an ongoing basis as to payment status. Subsequent reviews will be performed based on a sampling each quarter. Each floating rate loan will be reviewed if any available extension options are exercised. At ~~September~~June 30, ~~2017,~~2020, approximately 100% of the CMBS floating rate loans on the books for more than 90 days had been reviewed.

CMBS (Fixed Rate) – 100% of fixed rate loans that are unable to be readily sold on the secondary market and remain on the Bank's books after nine months will be reviewed at least annually. At ~~September~~June 30, ~~2017,~~2020, 100% of the CMBS fixed rate portfolio had been reviewed.

Specialty Lending – Specialty Lending, defined as commercial loans unique in nature that do not fit into other established categories, will have a review coverage threshold of 100% for ~~non CRA~~non-CRA loans. At ~~September~~June 30, ~~2017,~~2020, approximately 100% of the ~~non CRA~~non-CRA loans had been reviewed.

Home Equity Lines of Credit ~~(HELOC)~~or HELOC – The targeted review threshold for ~~2017~~2020 is 50%. ~~The largest 25%~~Due to the small number and outstanding balances of HELOCs ~~by commitment will be reviewed annually. A random sampling of a minimum of ten of~~only the ~~remaining~~largest loans will be ~~reviewed each quarter.~~subject to review. The remaining loans are monitored and, if necessary, adversely classified under the Uniform Retail Credit Classification and Account Management Policy. At ~~September~~June 30, ~~2017,~~2020, approximately ~~84%~~55% of the HELOC portfolio had been reviewed.

The following ~~table presents~~tables present delinquencies by type of loan as ~~follows~~of the dates specified (in thousands):



	30-59 Days	60-89 Days	90 Days		Total		Total	June 30, 2020
September 30, 2017	past due	past due	or greater	Non-accrual	past due	Current	loans
SBA non real estate	$ 272	$ 165	$ -	$ 2,310	$ 2,747	$ 69,308	$ 72,055
SBA commercial mortgage	-	-	-	1,226	1,226	131,771	132,997
SBA construction	-	-	-	-	-	14,205	14,205
								30-59 Days	60-89 Days	90+ Days		Total		Total
								past due	past due	still accruing	Non-accrual	past due	Current	loans
SBL non-real estate								$ 2,376	$ 1,749	$ 347	$ 3,047	$ 7,519	$ 286,173	$ 293,692
SBL commercial mortgage								3,638	311	-	3,007	6,956	252,064	259,020
SBL construction								-	-	-	711	711	32,482	33,193
Direct lease financing	5,065	1,060	354	-	6,479	362,590	369,069	534	534	5	2,879	3,952	418,553	422,505
SBLOC	-	-	-	-	-	720,279	720,279
SBLOC / IBLOC								107	1,054	-	-	1,161	1,286,189	1,287,350
Advisor financing								-	-	-	-	-	15,529	15,529
Other specialty lending	-	-	-	-	-	36,664	36,664	-	-	-	-	-	2,706	2,706
Consumer - other	-	-	-	-	-	9,585	9,585	-	-	-	-	-	761	761
Consumer - home equity	144	-	-	1,417	1,561	8,961	10,522	-	-	-	313	313	2,929	3,242
Unamortized loan fees and costs	-	-	-	-	-	8,684	8,684	-	-	-	-	-	4,739	4,739
	$ 5,481	$ 1,225	$ 354	$ 4,953	$ 12,013	$ 1,362,047	$ 1,374,060	$ 6,655	$ 3,648	$ 352	$ 9,957	$ 20,612	$ 2,302,125	$ 2,322,737



	December 31, 2019
	30-59 Days	60-89 Days	90+ Days		Total		Total
	past due	past due	still accruing	Non-accrual	past due	Current	loans
SBL non-real estate	$ 36	$ 125	$ -	$ 3,693	$ 3,854	$ 80,725	$ 84,579
SBL commercial mortgage	-	1,983	-	1,047	3,030	215,080	218,110
SBL construction	-	-	-	711	711	44,599	45,310
Direct lease financing	2,008	2,692	3,264	-	7,964	426,496	434,460
SBLOC / IBLOC	290	75	-	-	365	1,024,055	1,024,420
Other specialty lending	-	-	-	-	-	3,055	3,055
Consumer - other	-	-	-	-	-	1,137	1,137
Consumer - home equity	-	-	-	345	345	3,072	3,417
Unamortized loan fees and costs	-	-	-	-	-	9,757	9,757
	$ 2,334	$ 4,875	$ 3,264	$ 5,796	$ 16,269	$ 1,807,976	$ 1,824,245

Although we consider our allowance for ~~loan and lease~~credit losses to be adequate based on information currently available, future additions to the allowance may be necessary due to changes in economic conditions, our ongoing loss experience and that of our peers, changes in management’s assumptions as to future delinquencies, recoveries and losses, deterioration of specific credits and management’s intent with regard to the disposition of loans and leases.

The following table summarizes select asset quality ratios for each of the periods indicated:



	As of or
	for the nine months ended		For the six months ended
	September 30,		or as of June 30,
	2017	2016	2020	2019

Ratio of the allowance for loan losses to total loans	0.53%	0.51%
Ratio of the allowance for loan losses to nonperforming loans *	137.23%	87.12%
Ratio of nonperforming assets to total assets *	0.13%	0.16%
Ratio of the allowance for credit losses to total loans			0.63%	0.64%
Ratio of the allowance for credit losses to non-performing loans *			141.87%	113.14%
Ratio of non-performing assets to total assets *			0.17%	0.19%
Ratio of net charge-offs to average loans	0.07%	0.01%	0.07%	0.04%
Ratio of net charge-offs to average loans annualized	0.09%	0.01%	0.14%	0.09%

* Includes loans 90 days past due still accruing interest.

NOTE: Because SBLOC and IBLOC loans are respectively collateralized by marketable securities and the cash value of life insurance, management excludes those loans from the ratio of the allowance to total loans in its internal analysis. Accordingly, the adjusted ratio is 1.4%.

The ratio of the allowance for ~~loan and lease~~credit losses to total loans remained relatively constant at 0.63% as of June 30, 2020 and 0.64% at June 30, 2019. While the loan portfolio increased significantly, the largest component of that growth was ~~0.53% at September 30, 2017, compared~~in SBLOC and IBLOC loans which have not experienced losses and which require minimal allowance coverage in our CECL model. In addition, the implementation of CECL resulted in a $2.6 million addition to ~~0.51% at September 30, 2016.~~the allowance. The direct lease financing allowance component was also increased, reflecting higher ~~current period ratio reflected an increase~~charge-offs in ~~the allowance which exceeded proportional loan growth during the period.~~2020. The ratio of the allowance for ~~loan~~credit losses to non-performing loans increased to ~~137.23%~~141.87% at ~~September~~June 30, ~~2017,~~2020, from ~~87.12%~~113.14% at ~~September~~June 30, ~~2016,~~2019, primarily as a result of ~~a decrease in non-performing loans and an~~the resulting increase in the ~~allowance.~~allowance for credit losses. The ratio of non-performing assets to total assets decreased to ~~0.13%~~0.17% at ~~September~~June 30, ~~2017,~~2020, from ~~0.16%~~0.19% at ~~September~~June 30, ~~2016, primarily~~2019, as a result of ~~a decrease~~an increase in ~~non-performing loans.~~total assets. Net charge-offs to average loans increased to 0.07% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020 from ~~0.01%~~0.04% for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2019. The higher ratio in 2020 resulted from higher charge-offs in 2020, primarily ~~as a result of higher net charge offs.~~ for direct lease financing.

Net charge-offs. Net charge-offs were ~~$1.2~~$2.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, an increase of ~~$1.0~~$1.5 million from net charge-offs of ~~$152,000~~$964,000 during the same period of ~~2016.~~2019. The ~~majority of the~~increase in charge-offs in 2020 resulted from primarily from direct lease financing while the ~~first nine months~~other major component of ~~2017 were associated with leasing relationships. The majority of the~~net charge-offs in both years, the ~~first nine months~~non-guaranteed portion of ~~2016 were associated with~~non-real estate SBA ~~non real estate and leasing relationships.~~loans, increased slightly.

Non-performing loans, loans 90 days delinquent and still accruing, and troubled debt restructurings. Loans are considered to be non-performing if they are on a non-accrual basis or they are past due 90 days or more and still accruing interest. A loan which is past due 90 days or more and still accruing interest remains on accrual status only when it is both adequately secured as to principal and interest, and is in the process of collection. Troubled debt restructurings are loans with terms that have been renegotiated to provide a reduction or deferral of interest or principal because of a weakening in the financial positions of the borrowers. The following tables summarize our non-performing loans, other real estate owned and loans past due 90 days or more still accruing interest (in thousands). :



		~~September 30,~~		~~December 31,~~



	June 30,	December 31,
	2020	2019

Non-accrual loans
SBL non-real estate	$ 3,047	$ 3,693
SBL commercial mortgage	3,007	1,047
SBL construction	711	711
Direct leasing	2,879	-
Consumer	313	345
Total non-accrual loans	9,957	5,796

Loans past due 90 days or more and still accruing	352	3,264
Total non-performing loans	10,309	9,060
Other real estate owned	-	-
Total non-performing assets	$ 10,309	$ 9,060

5468

2017

2016

Non-accrual loans

SBA non real estate

$                 2,310

$                  1,530
SBA commercial mortgage

1,226

-
Consumer

1,417

1,442
Total non-accrual loans

4,953

2,972

Loans past due 90 days or more

354

661
Total non-performing loans

5,307

3,633
Other real estate owned

-

104
Total non-performing assets

$                 5,307

$                  3,737

Loans that were modified as of ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016~~2019 and considered troubled debt restructurings are as follows (dollars in thousands):



	September 30, 2017			December 31, 2016			June 30, 2020			December 31, 2019
	Number	Pre-modification recorded investment	Post-modification recorded investment	Number	Pre-modification recorded investment	Post-modification recorded investment	Number	Pre-modification recorded investment	Post-modification recorded investment	Number	Pre-modification recorded investment	Post-modification recorded investment
SBA non real estate	4	$ 1,013	$ 1,013	2	$ 844	$ 844
SBL non-real estate							8	$ 944	$ 944	8	$ 1,309	$ 1,309
Direct lease financing	1	285	285	1	734	734	1	273	273	1	286	286
Consumer	2	541	541	1	288	288	2	479	479	2	489	489
Total	7	$ 1,839	$ 1,839	4	$ 1,866	$ 1,866	11	$ 1,696	$ 1,696	11	$ 2,084	$ 2,084

The balances below provide information as to how the loans were modified as troubled debt restructurings loans at ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016~~2019 (in thousands).:



	September 30, 2017			December 31, 2016			June 30, 2020			December 31, 2019
	Adjusted interest rate	Extended maturity	Combined rate and maturity	Adjusted interest rate	Extended maturity	Combined rate and maturity	Adjusted interest rate	Extended maturity	Combined rate and maturity	Adjusted interest rate	Extended maturity	Combined rate and maturity
SBA non real estate	$ -	$ 144	$ 869	$ -	$ 144	$ 700
SBL non-real estate							$ -	$ 32	$ 912	$ -	$ 51	$ 1,258
Direct lease financing	-	-	285	-	-	734	-	273	-	-	286	-
Consumer	-	-	541	-	-	288	-	-	479	-	-	489
Total	$ -	$ 144	$ 1,695	$ -	$ 144	$ 1,722	$ -	$ 305	$ 1,391	$ -	$ 337	$ 1,747

~~The following table summarizes, as~~As of ~~September~~June 30, ~~2017, loans~~2020, the Company had a troubled debt restructured loan that had been restructured within the last 12 months that ~~have~~has subsequently defaulted. In February 2020, a single borrower came under financial stress and agreed to an orderly liquidation of vehicles collateralizing their $15.3 million loan balance at March 31, 2020, which was reflected in the direct lease financing balance and in troubled debt restructurings at that date. The borrower subsequently filed for bankruptcy and the bankruptcy court gave us permission to sell the vehicles which were transferred to other assets as of June 30, 2020. We have begun selling the vehicles to repay the $13.3 million outstanding balance as of that date. While estimates of the disposition value of the vehicles exceed the balance due, there can be no assurance that all amounts will be fully collected or recovered from vehicle sales. Collection will depend on the strength of used vehicle markets which is difficult to predict.

Number

Pre-modification recorded investment
SBA non real estate

2

$ 679
Total

2

$ 679

~~As of September 30, 2017 and December 31, 2016, we~~The Company had no commitments to ~~lend~~extend additional ~~funds~~credit to ~~loan customers whose terms have been modified in~~loans classified as troubled debt ~~restructurings.~~restructurings as of June 30, 2020 or December 31, 2019.

The following table provides information about impaired loans at ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016:~~2019 (dollars in thousands):



	June 30, 2020
	Recorded ‎investment	Unpaid ‎principal ‎balance	Related ‎allowance	Average ‎recorded ‎investment	Interest ‎income ‎recognized
Without an allowance recorded
SBL non-real estate	$ 415	$ 3,567	$ -	$ 339	$ 5
SBL commercial mortgage	2,036	2,036	-	730	-
SBL construction	-	-	-	-	-
Direct lease financing	296	296	-	5,401	-
Consumer - home equity	574	574	-	549	5
With an allowance recorded
SBL non-real estate	2,930	2,930	(1,991)	3,488	22
SBL commercial mortgage	971	971	(136)	971	-
SBL construction	711	711	(25)	711	-
Direct lease financing	2,583	2,583	(536)	831	-
Consumer - home equity	-	-	-	40	-
Total
SBL non-real estate	3,345	6,497	(1,991)	3,827	27
SBL commercial mortgage	3,007	3,007	(136)	1,701	-
SBL construction	711	711	(25)	711	-
Direct lease financing	2,879	2,879	(536)	6,232	-
Consumer - home equity	574	574	-	589	5
	$ 10,516	$ 13,668	$ (2,688)	$ 13,060	$ 32



December 31, 2016
						December 31, 2019
						Recorded ‎investment	Unpaid ‎principal ‎balance	Related ‎allowance	Average ‎recorded ‎investment	Interest ‎income ‎recognized
Without an allowance recorded
SBA non real estate	$ 191	$ 191	$ -	$ 336	$ -
SBL non-real estate						$ 335	$ 2,717	$ -	$ 277	$ 5
SBL commercial mortgage						76	76	-	15	-
SBL construction						-	-	-	284	-
Direct lease financing	-	-	-	-	-	286	286	-	362	11
Consumer - other	-	-	-	259	-
Consumer - home equity	1,730	1,730	-	1,187	-	489	489	-	1,161	9
With an allowance recorded
SBA non real estate	2,183	2,183	938	1,277	-
SBL non-real estate						3,804	4,371	(2,961)	3,925	30
SBL commercial mortgage						971	971	(136)	561	-
SBL construction						711	711	(36)	284	-
Direct lease financing	734	734	216	147	-	-	-	-	244	-
Consumer - other	-	-	-	-	-
Consumer - home equity	-	-	-	549	-	121	121	(9)	344	-
Total
SBA non real estate	2,374	2,374	938	1,613	-
SBL non-real estate						4,139	7,088	(2,961)	4,202	35
SBL commercial mortgage						1,047	1,047	(136)	576	-
SBL construction						711	711	(36)	568	-
Direct lease financing	734	734	216	147	-	286	286	-	606	11
Consumer - other	-	-	-	259	-
Consumer - home equity	1,730	1,730	-	1,736	-	610	610	(9)	1,505	9
	4,838	4,838	1,154	3,755	-	$ 6,793	$ 9,742	$ (3,142)	$ 7,457	$ 55

We had ~~$5.0~~$10.0 million of non-accrual loans at ~~September~~June 30, ~~2017~~2020 compared to ~~$3.0~~$5.8 million of non-accrual loans at December 31, ~~2016.~~2019. The ~~$2.0~~$4.2 million increase in non-accrual loans was primarily due to ~~$3.7~~$6.7 million of loans placed on non-accrual status partially offset by ~~$1.1~~$1.5 million of loan payments and ~~$589,000~~$1.0 million of charge-offs. Loans past due 90 days or more still accruing interest amounted to ~~$354,000~~$352,000 at ~~September~~June 30, ~~2017~~2020 and ~~$661,000~~$3.3 million at December 31, ~~2016.~~2019. The ~~$307,000~~$2.9 million decrease reflected ~~$1.7 million of additions partially offset by $1.3~~$1.4 million of loan payments, ~~$144,000~~$1.0 million of charge-offs, $995,000 of loans moved to non-accrual and ~~$526,000~~$945,000 of loans moved to repossessed ~~assets.~~ assets partially offset by $1.4 million of additions.

We had no other real estate owned at ~~September~~June 30, ~~2017~~2020 and ~~$104,000~~December 31, 2019.

The Company evaluates its loans under an internal loan risk rating system as a means of identifying problem loans. The special mention classification indicates weaknesses that may, if not cured, threaten the borrower’s future repayment ability. A substandard classification reflects an existing weakness indicating the possible inadequacy of net worth and other repayment sources. These classifications are used both by regulators and peers as they have been correlated with an increased probability of credit losses. The following table provides information by credit risk rating indicator for each segment of the loan portfolio, excluding loans held-for-sale, at December 31, ~~2016 with no additional activity during the intervening period.~~2019 (in thousands):



	Pass	Special mention	Substandard	Doubtful	Loss	Unrated subject to review *	Unrated not subject to review *	Total loans
SBL non-real estate	$ 76,108	$ 3,045	$ 4,430	$ -	$ -	$ -	$ 996	$ 84,579
SBL commercial mortgage	208,809	2,249	5,577	-	-	-	1,475	218,110
SBL construction	44,599	-	711	-	-	-	-	45,310
Direct lease financing	420,289	-	8,792	-	-	-	5,379	434,460
SBLOC / IBLOC	942,858	-	-	-	-	-	81,562	1,024,420
Other specialty lending	3,055	-	-	-	-	-	-	3,055
Consumer	2,545	-	345	-	-	-	1,664	4,554
Unamortized loan fees and costs	-	-	-	-	-	-	9,757	9,757
	$ 1,698,263	$ 5,294	$ 19,855	$ -	$ -	$ -	$ 100,833	$ 1,824,245

~~The following table classifies our loans (not including loans held for sale) by categories which are used throughout the industry as of September 30, 2017 and December 31, 2016:~~

* For information on targeted loan review thresholds see “Allowance for ~~Loan~~Credit Losses”.

Premises and equipment, net. Premises and equipment amounted to ~~$21.1~~$16.7 million at ~~September~~June 30, ~~2017~~2020 compared to ~~$24.1~~$17.5 million at December 31, ~~2016.~~2019. The decrease reflected depreciation and reduced ~~purchases compared to prior periods.~~purchases.

Investment in Unconsolidated Entity. On December 30, 2014, the Bank entered into an agreement for, and closed on, the sale of a portion of its discontinued commercial loan portfolio. The purchaser of the loan portfolio was a newly formed entity, Walnut Street 2014-1 Issuer, LLC, (“or Walnut ~~Street”).~~Street. The price paid to the Bank for the loan portfolio, which had a face value of approximately $267.6 million, was approximately $209.6 million, of which approximately $193.6 million was in the form of two notes issued by Walnut Street to the Bank; a senior note in the principal amount of approximately $178.2 million bearing interest at 1.5% per year and maturing in December 2024 and a subordinate note in the principal amount of approximately $15.4 million, bearing interest at 10.0% per year and maturing in December 2024. The balance of these notes comprise the ~~$107.7~~$34.1 million investment in unconsolidated entity at ~~September~~June 30, ~~2017.~~

~~The independent investor in~~2020. As of June 30, 2020, a $30 million credit, collateralized by a commercial retail property with multiple tenants, is comprised of a $17.0 million loan which had been sold to Walnut Street, and a $13.0 million loan which is included in commercial loans held-for-sale. In 2019, as a result of an updated appraisal, this loan was marked down by $1.6 million. The charge to Walnut Street was based on the securitization into which the Bank sold certain loans when it discontinued its Philadelphia commercial loan operations, has taken actions which may result in litigation. Specifically, counsel for the independent investor has requested that the Note Administrator hold monthly distribution payments in escrow until the independent investor’s alternative interpretationratio of the ~~order of payments, as compared~~$17.0 million owned by that entity to the ~~interpretation~~$30 million loan balance, with the remainder of the ~~Bank~~charges reflected in net realized and ~~the Note Administrator, is resolved. Based~~unrealized gains on ~~the independent investor’s request, the Note Administrator withheld the September 2017 payment~~commercial loans originated for sale. This loan continues to pay as agreed according to the ~~independent investor and the Bank and indicated that it would continue to do so until this issue was resolved. Management~~terms of the ~~Company, based~~March 13, 2019 renewal. The retail space is partially leased and remains on ~~advice of its counsel, believes it is unlikely that the Bank and Note Administrator’s interpretation will be overturned. However, if such interpretation is overturned,~~a path toward stabilization, based upon ~~the current model used to value Walnut Street, an estimated $8 million loss may be recognized, based on currently estimated cash flows which would be redirected~~negotiations with prospective tenants.

Assets held-for-sale from ~~the Bank to the independent investor.~~

discontinued operations. Assets ~~held for sale.~~ ~~Assets held for sale~~held-for-sale as a result of discontinued operations, primarily commercial, commercial mortgage and construction loans, amounted to ~~$315.0~~$128.5 million at ~~September~~June 30, ~~2017 compared~~2020 and were comprised of $101.8 million of net loans and $26.7 million of other real estate owned. The June 30, 2020 balance of other real estate owned includes a Florida mall which has been written down to ~~$360.7 million at~~$15.0 million. We expect to continue our efforts to disposeof the mall, which was appraised in June 2020 for $17.5 million. At December 31, ~~2016. The decrease resulted primarily from loan repayments.~~2019, discontinued assets of $140.7 million were comprised of $115.9 million of net loans and $24.8 million of other real estate owned. We continue our efforts to transfer the loans to other financial institutions, and dispose of the other real estate owned.

Deposits.Our primary source of funding is deposit acquisition. We offer a variety of deposit accounts with a range of interest rates and terms, including demand, checking and money market accounts. ~~However, the~~The majority of our deposits are generated through prepaid card and other payments related ~~deposits.~~deposit accounts. One strategic focus is growing these accounts through affinity groups. At ~~September~~

June 30, ~~2017,~~2020, we had total deposits of ~~$3.57~~$5.55 billion compared to ~~$4.24~~$5.05 billion at December 31, ~~2016, a decrease~~2019, an increase of ~~$672.9~~$493.2 million, or ~~15.9%~~9.8%. The ~~decrease~~increase reflected ~~the planned exit of higher cost deposit relationships which did not have adequate income components.~~growth in demand and interest checking and savings and money market accounts. The increase in savings and money market reflected growth in interest bearing accounts offered by our affinity group clients to prepaid and debit card account customers. The following table presents the average balance and rates paid on deposits for the periods indicated (in thousands):

For the nine months ended

For the year ended

September 30, 2017

December 31, 2016

Average

Average

Average

Average

balance

rate

balance

rate

Demand and interest checking *

$              3,433,027

0.34%

$              3,347,191

0.28%
Savings and money market

434,768

0.53%

394,434

0.39%
Time

-

0.00%

77,576

0.58%

Total deposits

$              3,867,795

0.36%

$              3,819,201

0.30%



		For the six months ended		For the year ended
		June 30, 2020		December 31, 2019
		Average	Average	Average	Average
		balance	rate	balance	rate

Demand and interest checking *		$ 4,746,928	0.34%	$ 3,817,176	0.80%
Savings and money market		203,888	0.17%	37,671	0.48%
Time		159,752	1.86%	170,438	2.09%
	Total deposits	$ 5,110,568	0.38%	$ 4,025,285	0.85%

* Non-interest bearing demand accounts are not paid interest. The amount shown as interest reflects the fees paid to affinity groups, which are based upon a rate index, and therefore classified as interest expense.

Short-term borrowings. Short-term borrowings consist of amounts borrowed on our line of credit with the FRB or FHLB. There was no outstanding short-term borrowings at June 30, 2020 and December 31, 2019. We generally utilize overnight borrowings to manage our daily reserve requirements at the Federal Reserve. Period-end and year-to-date information for the dates shown is as follows.


	June 30,	December 31,
	2020	2019
	(dollars in thousands)

Short-term borrowings
Balance at period end	$ -	$ -
Average for the three months ended June 30, 2020	16,428	na
Average during the year	36,620	129,031
Maximum month-end balance	140,000	300,000
Weighted average rate during the period	0.98%	2.43%
Rate at period end	-	1.50%

Borrowings. At ~~September~~June 30, ~~2017,~~2020, we had long-term borrowings of ~~$42.5~~$40.6 million compared to ~~$263.1~~$41.0 million at December 31, ~~2016.~~2019. The ~~$42.5 million outstanding at September 30, 2017, reflected the proceeds from two~~borrowings consisted of sold loans which were ~~sold in which we retained a participating interest. Long-term borrowings of $263.1 million at December 31, 2016 reflected the proceeds of loans sold into a securitization which, at that date, was~~ accounted for as a secured ~~borrowing. In the first quarter of 2017, the documentation required~~borrowing because they did not qualify for true sale ~~accounting was completed, and the sale was recorded in that quarter.~~accounting. We do not have any policy prohibiting us from incurring debt.

Other liabilities. Other liabilities amounted to ~~$32.7~~$81.7 million at ~~September~~June 30, ~~2017~~2020 compared to ~~$44.1~~$66.0 million at December 31, ~~2016,~~2019, representing an increase of ~~$11.4~~$15.7 million. ~~Other liabilities consist primarily of investment payables and accrued expenses.~~

~~Off~~Off- balance sheet arrangements. There were no off-balance sheet arrangements during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 that have or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our interests.

‎

5872

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Except as discussed in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” there has been no material change in our assessment of our sensitivity to market risk since our presentation in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2019.

Information with respect to quantitative and qualitative disclosures about market risk is included under the section entitled “Asset and Liability Management” in Part 1 Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Members of our operational management and internal audit meet regularly to provide an established structure to report any weaknesses or other issues with controls, or any matter that has not been reported previously, to our Chief Executive Officer and Chief Financial Officer, and, in turn to the Audit Committee of our Board of Directors. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision of our Chief Executive Officer and Chief Financial Officer, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level.

There has been no change in our internal control over financial reporting that occurred during the quarter ended ~~September~~June 30, ~~2017~~2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial ~~reporting~~. reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of Legal Proceedings, see Part I, Financial Information, “Notes to Unaudited Consolidated Financial Statements, Note 13--Legal.” which is incorporated herein by reference.

For a discussion of certain regulatory proceedings ~~involving the FDIC and FRB,~~ see Part I - Item ~~2 “Management’s~~2. “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations-Financial Statement Restatement;~~ Operations—Regulatory ~~Actions”.~~Actions.”

~~The Company received a subpoena from the SEC, dated March 22, 2016, relating to an investigation~~Item 1A. Risk Factors

Our business, financial condition, operating results and cash flows could be impacted by the SEC of the Company's restatement of its financial statements for the years ended December 31, 2010 through December 31, 2013 and the interim periods ended March 31, 2014, September 30, 2014 and September 30, 2014, which restatement was filed with the SEC on September 28, 2015, and the facts and circumstances underlying the restatement. The Company is cooperating fully with the SEC's investigation. The costs to respond to the subpoena and cooperate with the SEC's investigation have been material, and we expect such costs to continue to be material at least through the completion of the SEC’s investigation.

On September 30, 2016, the Company received written notice from the Internal Revenue Service that it will be conducting an audit of the Company's tax returns for the tax years 2012, 2013 and 2014. The audit isfactors in ~~process.~~

The Company received a letter, dated August 1, 2016, demanding inspection of its books and records pursuant to Section 220 of the Delaware General Corporation Law, or DCGL, from legal counsel representing a shareholder (the "Demand Letter"). The Company, through outside legal counsel, responded to the Demand Letter by permitting the shareholder to inspect certain of the Company’s books and records and by objecting to other requests. On January 30, 2017, the shareholder filed a complaintItem 1A. Risk Factors in the ~~Court of Chancery of~~2019 Form 10-K Report, the State of Delaware seeking an order from the court, pursuant to Section 220 of the DGCL, compelling the Company to permit the shareholder to inspect additional books and records of the Company. The Company believes that its original response to the Demand Letter was appropriate in all respects and continues to defend against the complaint. On July 27, 2017, the Court of Chancery ruled in favor of the Company and granted an Order of Final Judgment Denying Plaintiff’s Demand To Inspect The Books And Records of Defendant. The court’s Order was subject to an appeal right which has now expired; no appeal was filed. Both the Demand Letter and the complaint threaten the commencement of a shareholder’s derivative suit against certain officers and directors of the Company seeking damages and other remedies on behalf of the Company. We have been advised by our counsel in the matter that reasonably possible losses cannot be estimated, but we and our counsel continue to believe the claim is without merit.

On October 17, 2017, the Federal Deposit Insurance Corporation (the “FDIC”) informed The Bancorp Bank (the “Bank”), a wholly owned subsidiary of The Bancorp, Inc. (the “Company”), that it intends to pursue an Order For Restitution (“Restitution Order”) and Order to Pay Civil Money Penalty (“CMP Order”) in an amount up to $2,576,000. The FDIC’s action principally emanates from one of the Bank’s third-party payment processors (“Third Party Processor”) suffering an internal system programming glitch. This inadvertently resulted in consumers that engaged in signature-based point of sale transactions during the period from December 2010 to November 2014 being charged a greater fee than what was disclosed by the Bank. Impacted consumers are being reimbursed by the Third Party Processor at its own expense. The Restitution Order would require the Bank to make such reimbursements if not otherwise made by the Third Party Processor, however, the Bank is indemnified by the Third Party Processor for such reimbursements. Although the Bank is still evaluating its position with regard to the Restitution Order and the CMP Order, the Company accrued $2,500,000 of related expense in its financial statements Form 10-Q report for the quarter ended ~~September 30, 2017~~March 31, 2020 and additionally by the following risk factors.

The ongoing COVID-19 pandemic and measures intended to prevent its spread could adversely affect our business activities, financial condition, and results of operations and such effects will depend on future developments, which are highly uncertain and difficult to predict.

Global health concerns relating to the COVID-19 pandemic and related government actions taken to reduce the spread of the virus have negatively impacted the macroeconomic environment, and the pandemic has significantly increased economic uncertainty and abruptly reduced economic activity. The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, including the declaration of a federal national emergency; multiple cities’ and states’ declarations of states of emergency; school and business closings; limitations on social or public gatherings and other social distancing measures, such as working remotely; travel restrictions, quarantines and shelter-in-place orders. Such measures have significantly contributed to rising unemployment and negatively impacted consumer and business spending, borrowing needs and saving habits. Governmental authorities worldwide have taken unprecedented measures to stabilize markets and support economic growth. To that end, the Trump Administration, Congress, and various federal agencies and state governments have taken measures to address the economic and social consequences of the pandemic, including the passage of the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, and the Main Street Lending Program. The CARES Act, among other things, provides certain measures to support individuals and businesses in maintaining solvency through monetary relief, including in the form of financing, loan forgiveness and automatic forbearance. There can be no assurance, however, that the steps taken by the worldwide community or the U.S. government will be sufficient to address the negative economic effects of COVID-19 or avert severe and prolonged reductions in economic activity.

The pandemic has adversely impacted and could potentially further adversely impact our workforce and operations, and the operations of our customers and business partners. In particular, we may experience adverse financial consequences due to a number of factors, including, but not limited to:

increased credit losses due to financial strain on its customers as a result of the pandemic and governmental actions, specifically on loans to borrowers in the lodging, retail trade, restaurant and bar, nursing home/assisted living, childcare facilities, and loans to borrowers that are secured by multi-family properties or retail real estate; increased credit losses would require us to increase our provision for credit losses and net charge-offs;

decreases in new business for example if the shutdown of automobile factories continues for an extended time, it may impact the supply of vehicles which the Bank could otherwise lease to its customers, possibly reducing growth in the leasing portfolio which would otherwise have increased revenues and net income;

declines in collateral values;

a further and sustained decline in our stock price or the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause management to perform impairment testing on its goodwill or core deposit and customer relationships intangibles that could result in an impairment charge being recorded for that period, which would adversely impact our results of operations and the ability of certain of our bank subsidiaries to pay dividends to us;

disruptions if a significant portion of our workforce is unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the ~~CMP Order. Any amounts owed~~pandemic; we have modified our business

practices, including restricting employee travel, and implementing work-from-home arrangements, and it may be necessary for us to take further actions as may be required by government authorities or as we determine is in the best interests of our employees, customers and business partners; there is no certainty that such measures will be sufficient to mitigate the risks posed by COVID-19 or will otherwise be satisfactory to government authorities;

the negative effect on earnings resulting from the ~~CMP Order would~~Bank modifying loans and agreeing to loan payment deferrals due to the COVID-19 crisis;

increased demand on our liquidity as we meet borrowers’ needs and cover expenses related to the pandemic management plan;

reduced liquidity may negatively affect our capital and leverage ratios, and although not currently contemplated, reduce our ability to pay dividends;

third-party disruptions, including negative effects on network providers and other suppliers, which have been, and may further be, affected by, stay-at-home orders, market volatility and other factors that increase their risks of business disruption or that may otherwise affect their ability to perform under the terms of any agreements with us or provide essential services;

increased cyber and payment fraud risk due to increased online and remote activity; and

other operational failures due to changes in our normal business practices because of the pandemic and governmental actions to contain it.

These factors may remain prevalent for a significant period of time and may continue to adversely affect our business, results of operations and financial condition even after the COVID-19 pandemic has subsided.

Additionally, the COVID-19 pandemic has significantly affected the financial markets and has resulted in a number of Federal Reserve actions. Market interest rates have declined significantly. In March 2020, the Federal Reserve reduced the target federal funds rate and announced a $700 billion quantitative easing program in response to the expected economic downturn caused by the COVID-19 pandemic. In addition, the Federal Reserve reduced the interest that it pays on excess reserves. We expect that these reductions in interest rates, especially if prolonged, could adversely affect our net interest income and margins and our profitability. The Federal Reserve also launched the Main Street Lending Program, which will offer deferred interest on four-year loans to small and mid-sized businesses. The full impact of the COVID-19 pandemic on our business activities as a result of new government and regulatory policies, programs and guidelines, as well as market reactions to such activities, remains uncertain.

The Bank is a participating lender in the Paycheck Protection Program, or PPP, a loan program administered through the SBA that was created under the CARES Act to help eligible businesses, organizations and self-employed persons fund their operational costs during the COVID-19 pandemic. Under this program, the SBA guarantees 100% of the amounts loaned under the PPP, and borrowers are eligible to apply to the FDIC for forgiveness of their PPP loan obligations. The PPP opened on April 3, 2020; however, because of the short window between the passing of the CARES Act and the opening of the PPP, there was some initial ambiguity in the laws, rules and guidance regarding the operation of the PPP, which exposed us to risks relating to noncompliance with the PPP. For instance, other financial institutions have experienced litigation related to their process and procedures used in processing applications for the PPP. Under the PPP, lending banks are generally entitled to rely on borrower representations and certifications of eligibility to participate in the program, and lending banks may also be held harmless by the SBA in certain circumstances for actions taken in reliance on borrower representations and certifications. The PPP was modified on June 5, 2020, with the adoption of the Paycheck Protection Program Flexibility Act, or the PPFA. The PPFA increased the amount of time that borrowers have to use PPP loan proceeds and apply for loan forgiveness and made other changes to make the program more favorable to borrowers. Notwithstanding the foregoing, the Bank has been, and may continue to be, exposed to credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced. If a deficiency is identified, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from the Bank.

The Bank’s participation in and execution of these and other measures taken by governments and regulatory authorities in response to the COVID-19 pandemic could result in reputational harm and has resulted in, and may continue to result in, litigation, including class actions, or regulatory and government actions and proceedings. Such actions may result in judgments, settlements, penalties and fines levied against us.

In addition, while the COVID-19 pandemic had a material impact on the provision for credit losses, we are unable to fully predict the impact that COVID-19 will have on the credit quality of the loan portfolios of the Bank, our financial position and results of operations due to numerous uncertainties. We will continue to assess the potential impacts on the credit quality of the loan portfolio of the Bank, our financial position and results of operations.

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

There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the pandemic is highly uncertain and subject to ~~any indemnification or recovery from any third party.~~

~~In addition, we are a party to various routine legal proceedings arising out~~change. We do not yet know the full extent of the ~~ordinary course of~~impacts on our ~~business. Management believes that none of these actions, individually~~business, operations or in the ~~aggregate, will~~economy as a whole. However, the effects could have a material ~~adverse effect~~impact on our ~~financial condition or operations.~~

~~Item 6.~~ ~~Exhibits~~

~~The Exhibits furnished as part~~results of ~~this~~operations and heighten many of the known risks described in the “Risk Factors” section of the Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q ~~are identified in~~for the ~~Exhibit Index immediately following the signature page of this Report. Such Exhibit Index is incorporated herein by reference.~~quarter ended March 31, 2020.

‎

Item 6. Exhibits


Exhibit No.		Description

~~31.1~~10.1		The Bancorp, Inc 2020 Equity Incentive Plan (1)

10.2		Form of Non-Qualified Stock Option Award (1)

10.3		Form of Non-Qualified Stock Option Award (non-employee directors) (1)

10.4		Form of Restricted Stock Award (1)

31.1		Rule 13a-14(a)/15d-14(a) Certifications *

31.2		Rule 13a-14(a)/15d-14(a) Certifications *

32.1		Section 1350 Certifications *

32.2		Section 1350 Certifications *

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*		Filed herewith

(1) Filed previously as an exhibit to our current report on Form 8-K filed May 14, 2020, and by this reference incorporated herein (File No. 000-51018).

~~SIGNATURES~~

~~Pursuant~~
‎

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.


		THE BANCORP, ~~INC~~INC.
		(Registrant)

~~November 9, 2017~~July 31, 2020		/s/S/ DAMIAN KOZLOWSKI
Date		Damian Kozlowski
		~~President/~~Chief Executive Officer

~~November 9, 2017~~July 31, 2020		/s/S/ PAUL FRENKIEL
Date		Paul Frenkiel Executive Vice President of Strategy,
		Chief Financial Officer and Secretary



	For the three months ended September 30,		For the nine months ended September 30,
	2017	2016	2017	2016
	(in thousands, except per share data)
Interest income
Loans, including fees	$ 21,420	$ 17,697	$ 59,066	$ 48,928
Interest on investment securities:
Taxable interest	8,847	8,350	26,990	22,782
Tax-exempt interest	86	142	228	639
Federal funds sold/securities purchased under agreements to resell	371	146	931	301
Interest earning deposits	1,190	397	3,961	1,677
	31,914	26,732	91,176	74,327
Interest expense
Deposits	3,688	2,906	10,554	8,692
Securities sold under agreements to repurchase	-	-	-	1
Short-term borrowings	175	153	197	263
Subordinated debenture	150	131	432	383
	4,013	3,190	11,183	9,339
Net interest income	27,901	23,542	79,993	64,988
Provision for loan and lease losses	800	750	2,150	1,810
Net interest income after provision for loan and lease losses	27,101	22,792	77,843	63,178

Non-interest income
Service fees on deposit accounts	1,700	1,510	4,895	3,335
Card payment and ACH processing fees	1,564	1,459	4,596	4,183
Prepaid card fees	12,491	12,249	39,272	39,333
Gain on sale of loans	11,394	903	17,535	809
Gain on sale of investment securities	506	981	1,595	3,131
Change in value of investment in unconsolidated entity	(4)	811	(20)	(12,313)
Leasing income	705	588	2,088	1,456
Affinity fees	275	1,091	1,445	3,507
Gain on sale of health savings accounts	-	-	2,538	-
Loss from sale of European prepaid operations	-	-	(3,437)	-
Other	376	312	892	4,691
Total non-interest income	29,007	19,904	71,399	48,132

Non-interest expense
Salaries and employee benefits	21,788	21,508	57,902	62,400
Depreciation and amortization	1,080	1,241	3,405	3,751
Rent and related occupancy cost	1,368	1,638	4,227	4,797
Data processing expense	1,926	3,507	8,047	10,949
One time fee to exit data processing contract	1,136	-	1,136	-
Printing and supplies	282	825	1,120	2,194
Audit expense	393	246	1,270	746
Legal expense	2,744	814	5,909	3,786
Amortization of intangible assets	377	394	1,133	1,032
Losses on sale and write downs on other real estate owned	-	-	19	-
FDIC insurance	2,063	2,436	7,586	7,118
Software	3,088	3,032	9,328	8,266
Insurance	633	631	1,853	1,695
Telecom and IT network communications	426	582	1,443	1,547
Securitization and servicing expense	-	-	100	747
Consulting	505	1,701	1,745	4,214
Bank Secrecy Act and lookback consulting expenses	-	1,340	-	29,076
Civil money penalty	2,500	-	2,500	-

Other	3,574	4,276	10,306	14,127
Total non-interest expense	43,883	44,171	119,029	156,445
Income (loss) from continuing operations before income taxes	12,225	(1,475)	30,213	(45,135)
Income tax expense (benefit)	5,455	55	(457)	(15,324)
Net income (loss) from continuing operations	$ 6,770	$ (1,530)	$ 30,670	$ (29,811)
Discontinued operations
Income (loss) from discontinued operations before income taxes	829	(21,490)	5,488	(38,073)
Income tax expense (benefit)	318	2,531	2,050	(164)
Income (loss) from discontinued operations, net of tax	511	(24,021)	3,438	(37,909)
Net income (loss) available to common shareholders	$ 7,281	$ (25,551)	$ 34,108	$ (67,720)

Net income (loss) per share from continuing operations - basic	$ 0.12	$ (0.03)	$ 0.55	$ (0.73)
Net income (loss) per share from discontinued operations - basic	$ 0.01	$ (0.51)	$ 0.06	$ (0.92)
Net income (loss) per share - basic	$ 0.13	$ (0.54)	$ 0.61	$ (1.65)

Net income (loss) per share from continuing operations - diluted	$ 0.12	$ (0.03)	$ 0.55	$ (0.73)
Net income (loss) per share from discontinued operations - diluted	$ 0.01	$ (0.51)	$ 0.06	$ (0.92)
Net income (loss) per share - diluted	$ 0.13	$ (0.54)	$ 0.61	$ (1.65)



	For the nine months
	ended September 30,
	2017	2016
	(in thousands)

Net income (loss)	$ 34,108	$ (67,720)
Other comprehensive income (loss) net of reclassifications into net income:

Other comprehensive income (loss)
Change in net unrealized gain during the period	8,194	19,207
Reclassification adjustments for gains included in income	(1,595)	(3,131)
Reclassification adjustments for foreign currency translation gains	216	335
Amortization of losses previously held as available-for-sale	25	25
Net unrealized gain	6,840	16,436

Deferred tax expense
Securities available-for-sale:
Change in net unrealized gain during the period	3,278	7,683
Reclassification adjustments for gains included in income	(638)	(1,252)
Amortization of losses previously held as available-for-sale	10	10
Income tax expense related to items of other comprehensive income	2,650	6,441

Other comprehensive income net of tax and reclassifications into net income	4,190	9,995
Comprehensive income (loss)	$ 38,298	$ (57,725)



	For the three months ended
	September 30, 2016
	Income	Shares	Per share
	(numerator)	(denominator)	amount

	(dollars in thousands except share and per share data)
Basic loss per share from continuing operations
Net loss available to common shareholders	$ (1,530)	47,153,658	$ (0.03)
Effect of dilutive securities
Common stock options	-	-	-
Diluted loss per share
Net loss available to common shareholders	$ (1,530)	47,153,658	$ (0.03)



Single issuer	Book value	Fair value	Unrealized gain/(loss)	Credit rating
Security A	$ 1,913	$ 2,031	$ 118	Not rated
Security B	9,104	6,343	(2,761)	Not rated

Class: All of the above are trust preferred securities.



	Recorded investment	Unpaid principal balance	Related allowance	Average recorded investment	Interest income recognized
September 30, 2017
Without an allowance recorded
SBA non real estate	$ 357	$ 357	$ -	$ 274	$ -
SBA commercial mortgage	-	-	-	-	-
Direct lease financing	284	396	-	71	-
Consumer - other	-	-	-	-	-
Consumer - home equity	1,700	1,700	-	1,716	-
With an allowance recorded					-
SBA non real estate	2,288	2,288	1,659	2,534	-
SBA commercial mortgage	1,226	1,226	185	761	-
Direct lease financing	-	-	-	506	-
Consumer - other	-	-	-	18	-
Consumer - home equity	-	-	-	-	-
Total
SBA non real estate	2,645	2,645	1,659	2,808	-

Ending balance: Individually evaluated for impairment	$ 2,645	$ 1,226	$ -	$ 284	$ -	$ -	$ 1,700	$ -	$ 5,855

Ending balance: Collectively evaluated for impairment	$ 69,410	$ 131,771	$ 14,205	$ 368,785	$ 720,279	$ 36,664	$ 18,407	$ 8,684	$ 1,368,205