The

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



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, ~~2020~~2021



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: 000-51018

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)

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



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

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 No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes 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.



Large accelerated filer o	Accelerated filer 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 Exchange Act). Yes o No x

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


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

As of ~~October~~July 30, ~~2020,~~2021, there were ~~57,590,874~~57,022,400 outstanding shares of common stock, $1.00 par value.

THE BANCORP, INC

Form 10-Q Index


		Page
Part I Financial Information
Item 11.	Financial Statements:	4

	Consolidated Balance Sheets – ~~September~~June 30, ~~2020~~2021 (unaudited) and December 31, ~~2019~~2020	4

	Unaudited Consolidated Statements of Operations – Three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	5

	Unaudited Consolidated Statements of Comprehensive Income – Three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	76

	Unaudited Consolidated Statements of Changes in Shareholders’ Equity – ~~Nine~~Six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	87

	Unaudited Consolidated Statements of Cash Flows – ~~Nine~~Six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	109

	Notes to Unaudited Consolidated Financial Statements	1110

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4944

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7574

Item 4.	Controls and Procedures	7574

Part II Other Information

Item 1.	Legal Proceedings	7675
Item 1A.	Risk Factors	7675
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	75
Item 3.	Defaults Upon Senior Securities	75
Item 4.	Mine Safety Disclosure	75
Item 5.	Other Information	75
Item 6.	Exhibits	7976

Signatures		8077

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

THE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	September 30,	December 31,	June 30,		December 31,
	2020	2019	2021		2020
	(unaudited)			(unaudited)
	(in thousands)			(in thousands, except share data)
ASSETS
Cash and cash equivalents
Cash and due from banks	$ 6,220	$ 19,928	$	5,470	$	5,984
Interest earning deposits at Federal Reserve Bank	294,758	924,544		583,498		339,531
Total cash and cash equivalents	300,978	944,472		588,968		345,515

Investment securities, available-for-sale, at fair value	1,264,903	1,320,692		1,106,075		1,206,164
Investment securities, held-to-maturity (fair value $83,002 at December 31, 2019)	-	84,387
Commercial loans, at fair value (held-for-sale at December 31, 2019)	1,849,947	1,180,546
Commercial loans, at fair value				1,690,216		1,810,812
Loans, net of deferred loan fees and costs	2,488,760	1,824,245		2,915,344		2,652,323
Allowance for credit losses	(15,727)	(10,238)		(15,292)		(16,082)
Loans, net	2,473,033	1,814,007		2,900,052		2,636,241
Federal Home Loan Bank and Atlantic Central Bankers Bank stock	1,368	5,342		1,667		1,368
Premises and equipment, net	15,849	17,538		17,392		17,608
Accrued interest receivable	18,852	13,619		18,668		20,458
Intangible assets, net	2,563	2,315		2,646		2,845
Deferred tax asset, net	7,952	12,538		10,923		9,757
Investment in unconsolidated entity, at fair value	31,783	39,154		24,988		31,294
Assets held-for-sale from discontinued operations	122,253	140,657		97,496		113,650
Other assets	79,821	81,696		91,516		81,129
Total assets	$ 6,169,302	$ 5,656,963	$	6,550,607	$	6,276,841

LIABILITIES
Deposits
Demand and interest checking	$ 4,882,834	$ 4,402,740	$	5,225,024	$	5,205,010
Savings and money market	505,928	174,290		459,688		257,050
Time deposits	-	475,000
Total deposits	5,388,762	5,052,030		5,684,712		5,462,060

Securities sold under agreements to repurchase	42	82		42		42
Senior debt	98,222	-		98,498		98,314
Subordinated debentures	13,401	13,401		13,401		13,401
Other long-term borrowings	40,462	40,991		39,901		40,277
Other liabilities	69,954	65,962		94,944		81,583
Total liabilities	5,610,843	5,172,466		5,931,498		5,695,677

SHAREHOLDERS' EQUITY
Common stock - authorized, 75,000,000 shares of $1.00 par value; 57,590,874 and 56,940,521
shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	57,591	56,941
Treasury stock, at cost (100,000 shares)	(866)	(866)
Common stock - authorized, 75,000,000 shares of $1.00 par value; 57,458,287 and 57,550,629
shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively				57,458		57,551
Additional paid-in capital	376,751	371,633		363,241		377,452
Retained earnings	104,282	50,742		183,853		128,453
Accumulated other comprehensive income	20,701	6,047		14,557		17,708
Total shareholders' equity	558,459	484,497		619,109		581,164

Total liabilities and shareholders' equity	$ 6,169,302	$ 5,656,963	$	6,550,607	$	6,276,841

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,
	2021		2020		2021		2020
	(in thousands, except per share data)
Interest income
Loans, including fees	$	49,454	$	41,577	$	97,358	$	80,893
Investment securities:
Taxable interest		7,201		10,188		16,009		20,683
Tax-exempt interest		25		27		53		59
Interest earning deposits		300		107		483		1,730
		56,980		51,899		113,903		103,365
Interest expense
Deposits		1,519		1,510		3,285		9,738
Short-term borrowings		—		15		8		180
Senior debt		1,280		—		2,559		—
Subordinated debentures		112		128		225		290
		2,911		1,653		6,077		10,208
Net interest income		54,069		50,246		107,826		93,157
Provision for credit losses		(951)		922		(129)		4,501
Net interest income after provision for credit losses		55,020		49,324		107,955		88,656

Non-interest income
ACH, card and other payment processing fees		1,904		1,707		3,700		3,553
Prepaid, debit card and related fees		19,447		18,673		38,655		37,213
Net realized and unrealized gains (losses) on commercial loans,
at fair value		2,579		(940)		4,575		(6,096)
Change in value of investment in unconsolidated entity		—		—		—		(45)
Leasing related income		1,767		443		2,732		1,276
Other		164		483		273		1,064
Total non-interest income		25,861		20,366		49,935		36,965

Non-interest expense
Salaries and employee benefits		27,087		25,492		52,745		48,233
Depreciation and amortization		706		828		1,415		1,672
Rent and related occupancy cost		1,271		1,396		2,521		2,815
Data processing expense		1,146		1,177		2,272		2,346
Printing and supplies		130		168		196		326
Audit expense		391		407		754		808
Legal expense		2,044		2,229		4,098		3,142
Amortization of intangible assets		100		147		199		294
FDIC insurance		2,589		2,918		4,969		5,507
Software		3,706		3,386		7,390		6,863
Insurance		1,026		695		1,771		1,318
Telecom and IT network communications		409		402		814		794
Consulting		240		346		504		601
Other		3,038		3,029		6,118		6,319
Total non-interest expense		43,883		42,620		85,766		81,038
Income from continuing operations before income taxes		36,998		27,070		72,124		44,583
Income tax expense		7,840		6,787		16,906		11,139
Net income from continuing operations	$	29,158	$	20,283	$	55,218	$	33,444
Discontinued operations
Income (loss) from discontinued operations before income taxes		361		(274)		237		(1,049)
Income tax expense (benefit)		84		(59)		55		(264)
Income (loss) from discontinued operations, net of tax		277		(215)		182		(785)
Net income	$	29,435	$	20,068	$	55,400	$	32,659

Net income per share from continuing operations - basic	$	0.51	$	0.35	$	0.96	$	0.58
Net income (loss) per share from discontinued operations - basic	$	—	$	—	$	0.01	$	(0.01)
Net income per share - basic	$	0.51	$	0.35	$	0.97	$	0.57

Net income per share from continuing operations - diluted	$	0.49	$	0.35	$	0.93	$	0.58
Net income (loss) per share from discontinued operations - diluted	$	—	$	—	$	0.01	$	(0.01)
Net income per share - diluted	$	0.50	$	0.35	$	0.94	$	0.57

For the three months ended September 30,
For the nine months ended September 30,
2020
2019
2020
2019
(in thousands, except per share data)
Interest income
Loans, including fees
$              44,433
$              35,302
$              125,326
$              95,749
Investment securities:
Taxable interest
7,911
10,485
28,594
32,649
Tax-exempt interest
28
43
87
133
Interest earning deposits
106
2,545
1,836
7,502
52,478
48,375
155,843
136,033
Interest expense
Deposits
1,730
9,034
11,468
26,727
Short-term borrowings
1
1,595
181
2,624
Senior debt
633
-
633
-
Subordinated debentures
118
186
408
573
2,482
10,815
12,690
29,924
Net interest income
49,996
37,560
143,153
106,109
Provision for credit losses
1,297
650
5,798
2,950
Net interest income after provision for credit losses
48,699
36,910
137,355
103,159
Non-interest income
Service fees on deposit accounts
8
8
23
69
ACH, card and other payment processing fees
1,760
2,590
5,313
7,414
Prepaid, debit card and related fees
19,434
16,134
56,647
48,137
Net realized and unrealized gains (losses) on commercial loans
originated for sale
684
13,704
(5,412)
24,319
Change in value of investment in unconsolidated entity
-
-
(45)
-
Leasing related income
1,519
589
2,795
2,311
Other
947
490
1,996
1,379
Total non-interest income
24,352
33,515
61,317
83,629
Non-interest expense
Salaries and employee benefits
26,417
24,526
74,650
70,192
Depreciation and amortization
785
885
2,457
2,825
Rent and related occupancy cost
1,376
1,432
4,191
4,304
Data processing expense
1,192
1,192
3,538
3,684
Printing and supplies
114
164
440
506
Audit expense
397
402
1,205
1,265
Legal expense
994
1,466
4,136
4,324
Amortization of intangible assets
147
382
441
1,148
FDIC insurance
2,180
860
7,687
4,884
Software
3,595
3,199
10,458
9,180
Insurance
741
663
2,059
1,874
Telecom and IT network communications
392
417
1,186
1,060
Consulting
410
934
1,011
2,576
SEC Settlement
-
1,400
-
1,400
Lease termination expense
-
-
-
908
Other
3,286
4,129
9,605
10,669
Total non-interest expense
42,026
42,051
123,064
120,799
Income from continuing operations before income taxes
31,025
28,374
75,608
65,989
Income tax expense
7,894
7,975
19,033
17,585
Net income from continuing operations
$              23,131
$              20,399
$                56,575
$              48,404
Discontinued operations
Income (loss) from discontinued operations before income taxes
(1,671)
151
(2,720)
1,875
Income tax expense (benefit)
(1,794)
125
(2,058)
574

Income (loss) from discontinued operations, net of tax
123
26
(662)
1,301
Net income
$              23,254
$              20,425
$                55,913
$              49,705
Net income per share from continuing operations - basic
$                  0.40
$                  0.36
$                    0.98
$                  0.85
Net income (loss) per share from discontinued operations - basic
$                        -
$                        -
$                  (0.01)
$                  0.02
Net income per share - basic
$                  0.40
$                  0.36
$                    0.97
$                  0.87
Net income per share from continuing operations - diluted
$                  0.40
$                  0.36
$                    0.97
$                  0.85
Net income (loss) per share from discontinued operations - diluted
$                        -
$                        -
$                  (0.01)
$                  0.02
Net income per share - diluted
$                  0.40
$                  0.36
$                    0.96
$                  0.87

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 September 30,
For the nine months ended September 30,
2020
2019
2020
2019
(in thousands)
Net income
$                23,254
$               20,425
$                 55,913
$                 49,705
Other comprehensive income, net of reclassifications into net income:
Other comprehensive income
Securities available-for-sale:
Change in net unrealized gain (loss) during the period
(114)
5,800
20,068
31,890
Amortization of losses previously held as available-for-sale
-
7
5
22
Other comprehensive income
(114)
5,807
20,073
31,912
Income tax expense related to items of other comprehensive income
Securities available-for-sale:
Change in net unrealized gain (loss) during the period
(31)
1,566
5,418
8,610
Amortization of losses previously held as available-for-sale
-
2
1
6
Income tax expense related to items of other comprehensive income
(31)
1,568
5,419
8,616
Other comprehensive income (loss), net of tax and reclassifications into net income
(83)
4,239
14,654
23,296
Comprehensive income
$                23,171
$               24,664
$            70,567
$            73,001



	For the three months ended June 30,				For the six months ended June 30,
	2021		2020		2021		2020
	(in thousands)

Net income	$	29,435	$	20,068	$	55,400	$	32,659
Other comprehensive (loss) income, net of reclassifications into net income:

Other comprehensive (loss) income
Securities available-for-sale:
Change in net unrealized (losses) gains during the period		(82)		18,060		(4,325)		20,182
Reclassification adjustments for losses included in income		—		—		7		—
Amortization of losses previously held as available-for-sale		—		—		—		5
Other comprehensive (loss) income		(82)		18,060		(4,318)		20,187

Income tax (benefit) expense related to items of other comprehensive income
Securities available-for-sale:
Change in net unrealized (losses) gains during the period		(22)		4,876		(1,169)		5,449
Reclassification adjustments for losses included in income		—		—		2		—
Amortization of losses previously held as available-for-sale		—		—		—		1
Income tax (benefit) expense related to items of other comprehensive income		(22)		4,876		(1,167)		5,450

Other comprehensive (loss) income, net of tax and reclassifications into net income		(60)		13,184		(3,151)		14,737
Comprehensive income	$	29,375	$	33,252	$	52,249	$	47,396

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 nine months ended September 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
Net income
-
-
-
-
23,254
-
23,254
Common stock issued from restricted units,
net of tax benefits
35,566
36
-
(36)
-
-
-
Stock-based compensation
-
-
-
2,209
-
-
2,209
Other comprehensive income net of
reclassification adjustments and tax
-
-
-
-
-
(83)
(83)
Balance at September 30, 2020
57,590,874
$           57,591
$           (866)
$           376,751
$            104,282
$                 20,701
$              558,459


For the six months ended June 30, 2021
(in thousands, except share data)

										Accumulated
	Common				Additional				other
	stock		Common		paid-in		Retained		comprehensive
	shares		stock		capital		earnings		income		Total

Balance at January 1, 2021		57,550,629	$	57,551	$	377,452	$	128,453	$	17,708	$	581,164
Net income		—		—		—		25,965		—		25,965
Common stock issued from option exercises,
net of tax benefits		61,500		61		404		—		—		465
Common stock issued from restricted units,
net of tax benefits		230,212		230		(230)		—		—		—
Stock-based compensation		—		—		2,261		—		—		2,261
Common stock repurchases		(594,428)		(594)		(9,406)		—		—		(10,000)
Other comprehensive loss net of
reclassification adjustments and tax		—		—		—		—		(3,091)		(3,091)
Balance at March 31, 2021		57,247,913	$	57,248	$	370,481	$	154,418	$	14,617	$	596,764

Net income		—	$	—	$	—	$	29,435	$	—	$	29,435
Common stock issued from option exercises,
net of tax benefits		217,368		217		547		—		—		764
Common stock issued from restricted units,
net of tax benefits		442,321		442		(442)		—		—		—
Stock-based compensation		—		—		2,206		—		—		2,206
Common stock repurchases		(449,315)		(449)		(9,551)		—		—		(10,000)
Other comprehensive loss net of
reclassification adjustments and tax		—		—		—		—		(60)		(60)
Balance at June 30, 2021		57,458,287	$	57,458	$	363,241	$	183,853	$	14,557	$	619,109

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 nine months ended September 30, 2019
For the six months ended June 30, 2020									For the six months ended June 30, 2020
(in thousands, except share data)	(in thousands, except share data)								(in thousands, except share data)
						Retained	Accumulated												Accumulated
		Common			Additional	earnings/	other		Common					Additional				other
		stock	Common	Treasury	paid-in	(accumulated	comprehensive		stock		Common			paid-in		Retained		comprehensive
		shares	stock	stock	capital	deficit)	(loss)/income	Total	shares		stock			capital		earnings		income		Total

Balance at January 1, 2019		56,446,088	$ 56,446	$ (866)	$ 366,181	$ (817)	$ (14,168)	406,776
Balance at January 1, 2020										56,840,521	$	56,841		$	370,867	$	50,742	$	6,047	$	484,497
Adoption of current expected credit loss
accounting, net of taxes										—		—			—		(2,373)		—		(2,373)
Net income		-	-	-	-	17,930	-	17,930		—		—			—		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		121,916	122	-	(122)	-	-	-		411,035		411	—		(411)		—		—		—
Stock-based compensation		-	-	-	1,424	-	-	1,424		—		—			1,216		—		—		1,216
Other comprehensive income net of
reclassification adjustments and tax		-	-	-	-	-	8,650	8,650		—		—			—		—		1,553		1,553
Balance at March 31, 2019		56,568,004	$ 56,568	$ (866)	$ 367,483	$ 17,113	$ (5,518)	$ 434,780
Balance at March 31, 2020										57,325,556	$	57,326		$	372,218	$	60,960	$	7,600	$	498,104

Net income		-	-	-	-	11,350	-	11,350		—	$	—		$	—	$	20,068	$	—	$	20,068
Common stock issued from restricted units,
net of tax benefits		306,952	307	-	(307)	-	-	-		129,752		129			(129)		—		—		—
Stock-based compensation		-	-	-	1,595	-	-	1,595		—		—			1,723		—		—		1,723
Other comprehensive income net of
reclassification adjustments and tax		-	-	-	-	-	10,407	10,407		—		—			—		—		13,184		13,184
Balance at June 30, 2019		56,874,956	$ 56,875	$ (866)	$ 368,771	$ 28,463	$ 4,889	$ 458,132

Net income		-	-	-	-	20,425	-	20,425
Common stock issued from restricted units,
net of tax benefits		35,565	36	-	(36)	-	-	-
Stock-based compensation		-	-	-	1,378	-	-	1,378
Other comprehensive income net of
reclassification adjustments and tax		-	-	-	-	-	4,239	4,239
Balance at September 30, 2019		56,910,521	$ 56,911	$ (866)	$ 370,113	$ 48,888	$ 9,128	$ 484,174
Balance at June 30, 2020										57,455,308	$	57,455		$	373,812	$	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 OF CASH FLOWS



	For the nine months		For the six months
	ended September 30,		ended June 30,
	2020	2019	2021		2020
	(in thousands)			(in thousands)
Operating activities
Net income from continuing operations	$ 56,575	$ 48,404	$	55,218	$	33,444
Net income (loss) from discontinued operations	(662)	1,301		182		(785)
Adjustments to reconcile net income to net cash (used in) provided by operating activities
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization	2,898	3,973		1,614		1,966
Provision for credit losses	5,798	2,950		(129)		4,501
Net amortization of investment securities discounts/premiums	13,929	14,270		2,358		9,008
Stock-based compensation expense	5,149	4,396		4,467		2,940
Loans originated for sale	(683,696)	(1,099,719)
Sales and payments of commercial loans originated for resale	10,586	1,232,041
Loss (gain) on commercial loans originated for resale	126	(25,228)
Loss from discontinued operations	668	191
Commercial loans, at fair value originated during the period				(45,643)		(634,860)
Sales and payments on commercial loans, at fair value				168,748		3,689
(Gain) loss on commercial loans, at fair value				(3,723)		135
(Gain) loss from discontinued operations				(1,107)		707
Fair value adjustment on investment in unconsolidated entity	45	-		—		45
Change in fair value of commercial loans, at fair value	3,054	(1,562)		838		3,600
Change in fair value of derivatives	2,233	2,471		(1,330)		2,361
Increase in accrued interest receivable	(5,233)	(1,145)
Loss on sales of investment securities				7		—
Decrease (increase) in accrued interest receivable				1,790		(5,278)
(Increase) decrease in other assets	8,050	(22,095)		(11,471)		15,303
Change in fair value of discontinued assets held-for-sale	-	123
Increase (decrease) in other liabilities	(2,770)	2,949
(Decrease) increase in other liabilities				(14,917)		8,824
Net cash provided by (used in) operating activities	(583,250)	163,320		156,902		(554,400)

Investing activities
Purchase of investment securities available-for-sale	(27,658)	(157,480)		(153,481)		(23,059)
Proceeds from redemptions and prepayments of securities available-for-sale	173,892	122,438		276,679		114,855
Net cash paid due to acquisitions, net of cash acquired	(3,920)	-		—		(3,920)
Net decrease in repossessed assets	10,529	-		792		—
Net increase in loans	(672,666)	(179,806)		(263,597)		(506,680)
Net decrease in discontinued loans held-for-sale	13,710	28,939		15,444		10,337
Purchases of premises and equipment	(999)	(1,824)		(1,284)		(834)
Change in receivable from investment in unconsolidated entity	45	123		(6)		6
Return of investment in unconsolidated entity	7,326	9,842		6,306		5,045
Decrease in discontinued assets held-for-sale	4,026	6,671		1,817		1,150
Net cash used in investing activities	(495,715)	(171,097)		(117,330)		(403,100)

Financing activities
Net increase in deposits	336,732	409,983		222,652		493,169
Net decrease in securities sold under agreements to repurchase	(40)	-		—		(40)
Proceeds of senior debt offering	98,160	-
Proceeds from the issuance of common stock	619	-		1,229		620
Repurchase of common stock				(20,000)		—
Net cash provided by financing activities	435,471	409,983		203,881		493,749

Net increase (decrease) in cash and cash equivalents	(643,494)	402,206		243,453		(463,751)

Cash and cash equivalents, beginning of period	944,472	554,302		345,515		944,472

Cash and cash equivalents, end of period	$ 300,978	$ 956,508	$	588,968	$	480,721

Supplemental disclosure:
Interest paid	$ 11,098	$ 28,871	$	6,555	$	9,295
Taxes paid	$ 16,694	$ 15,037	$	23,250	$	6,090
Non-cash investing and financing activities
Investment securities transferred in securitization transaction	$ -	$ 93,191
Investment securities purchased and not settled			$	29,608	$	—
Loans settled in acquisition	$ 3,961	$ -	$	—	$	3,961
Transfers of discontinued loans to discontinued other real estate owned	$ 3,780	$ 5,295	$	—	$	3,780
Leased vehicles transferred to repossessed assets	$ 15,318	$ -	$	690	$	15,318

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

‎

109

THE BANCORP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Structure of Company

The Bancorp, Inc., or (“the ~~Company,~~Company”), is a Delaware corporation and a registered financial holding company. Its primary subsidiary is The Bancorp Bank, or (“the ~~Bank,~~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 ~~or the FDIC,~~(“FDIC”) insured institution. In its continuing operations, the Bank has ~~four~~4 primary lines of national specialty lending: securities-backed lines of credit ~~or SBLOC,~~(“SBLOC”) and cash value of insurance-backed lines of credit ~~or IBLOC,~~(“IBLOC”), leasing (direct lease financing), Small Business Administration ~~or SBA,~~(“SBA”) loans and, prior to 2020, non-SBA commercial real estate (“CRE”) loans generated for sale into capital markets primarily through ~~commercial~~ loan securitizations ~~or CMBS.~~which issued commercial mortgage backed securities (“CMBS”). In ~~the third quarter of~~ 2020, the Company decided to retain the ~~CMBS~~CRE loans on its balance sheet and no future securitizations are currently planned. In the third quarter of 2021, the Bank began originating non-SBA CRE loans, after suspending originating such loans for most of 2020 and the first half of 2021. Additionally, in 2020, the Company began originating advisor financing loans to investment advisors for debt refinance, acquisition of other advisory firms or internal succession. Through the Bank, the Company also provides banking services nationally, which include prepaid and debit cards, private label 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, ~~2020~~2021 and for the three and ~~nine~~six month periods ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, 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 or (“U.S. ~~GAAP,~~GAAP”) have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission ~~or the SEC.~~(“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, ~~2019, or~~ 2020 (“the ~~2019~~2020 Form ~~10-K.~~10-K”). The results of operations for the ~~nine~~six month period ended ~~September~~June 30, ~~2020~~2021 may not necessarily be indicative of the results of operations for the full year ending December 31, ~~2020.~~

~~Revenue Recognition~~2021. Reclassifications have been made to the 2020 consolidated financial statements to conform to the 2021 presentation. Specifically, the minimal service fees on deposit accounts which were shown separately on the income statement are now shown in other income. In the first quarter of 2021, the Company changed its presentation of treasury stock acquired through common stock repurchases. To simplify presentation, common stock repurchases previously shown separately as treasury stock, are now shown as reductions in common stock and additional paid-in capital.

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 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, 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 thatThere have been no 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, because 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~~Significant Accounting Policies as described in the 2020 Form 10-K. Those significant accounting policies ~~did not change materially since~~remain unchanged at June 30, 2021, except those relating to the ~~principles~~COVID-19 pandemic for which management has updated their assessment of ~~revenue recognition in Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers”are largely consistent~~

~~with previous practices already implemented~~related risks and ~~applied by~~uncertainties. Those risks have been reduced as a result of increased vaccination rates, the ~~Company. The~~significant reopening of the economy and the elimination of the vast majority of the Company’s ~~services related to its revenues are performed, earned and recognized monthly.~~COVID-related loan payment deferrals.

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 the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.

~~Current Expected Credit Losses~~

For loans held for investment at amortized cost, 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. The Company has followed the guidance of regulators and is 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.

~~Senior Debt~~

~~On August 13, 2020, the Company issued $100 million of senior debt with a maturity date of August 15, 2025, and a 4.75% interest rate, with interest paid semi-annually on March 15 and September 15.~~ The Senior Notes are the Company’s direct, unsecured and unsubordinated obligations and rank equal in priority with all of our existing and future unsecured and unsubordinated indebtedness and senior in right of payment to all of our existing and future subordinated indebtedness.

Note 3. Stock-based Compensation

The Company recognizes compensation expense for stock options in accordance with Financial Accounting Standards Board ~~(FASB)~~(“FASB”) 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, ~~2020,~~2021, the Company had 4 active stock-based compensation plans. The 2020 equity compensation plan was approved at the annual meeting in May 2020. Employees and directors of the Company and the Bank and consultants (with restrictions) are eligible to participate in the plan.The option term may not exceed

10 years from the date of the grant. An aggregate of 3,300,000 shares of common stock were reserved for issuance under the plan. Restricted stock units may also be granted under the plan with conditions similar to those for options. The plan is more fully described in the proxy for the May 2020 annual meeting.

The Company granted 100,000 stock options with a vesting period of four years during the six month period ended June 30, 2021. The weighted average grant-date fair value was $8.51. The Company granted 300,000 stock options with a vesting period of four years during the ~~nine~~six month period ended ~~September~~June 30, ~~2020.~~2020. The weighted average grant-date fair value was $3.02. ~~The Company granted 65,104~~There were 342,500 common stock options ~~with a vesting period of four years during~~exercised in the ~~nine~~six month period ended ~~September~~ June 30, ~~2019. The weighted average grant-date fair value was $3.84.~~ 2021.There were 74,000 common stock options exercised in the ~~nine~~six month period ended ~~September~~June 30, ~~2020, and 0 common stock options exercised in the nine month period ended September 30, 2019.~~2020.

A summary of the Company’s stock options is presented below.



			Weighted average					Weighted average
			remaining					remaining
		Weighted average	contractual	Aggregate		Weighted average		contractual	Aggregate
	Shares	exercise price	term (years)	intrinsic value	Options	exercise price		term (years)	intrinsic value
Outstanding at January 1, 2020	1,311,604	$ 8.24	3.11	$ 6,203,523
Outstanding at January 1, 2021					1,161,604	$	7.62	4.75	$	7,001,843
Granted	300,000	6.87	3.71	531,000	100,000		18.81	9.62		420,000
Exercised	(74,000)	8.38	-	310,280	(342,500)		8.16	—		5,117,800
Expired	(147,000)	7.81	-	-	—		—	—		—
Forfeited	(8,000)	9.39	-	-	—		—	—		—
Outstanding at September 30, 2020	1,382,604	$ 7.97	4.31	$ 1,372,257
Exercisable at September 30, 2020	1,033,776	$ 8.27	2.58	$ 837,839
Outstanding at June 30, 2021					919,104	$	8.64	6.25	$	13,207,092
Exercisable at June 30, 2021					561,552	$	7.54	3.48	$	8,685,541

The Company granted ~~1,531,702~~313,697 restricted stock units ~~(RSUs)~~(“RSUs”) in the first ~~nine~~six months of 2021 of which 261,073 have a vesting period of three years and 52,624 have a vesting period of one year. At issuance, the 313,697 RSUs granted in the first six months of 2021 had a fair value of $18.81 per unit. In the first six months of 2020, the Company granted 1,531,702 RSUs of which 1,387,602 have a vesting period of ~~two~~three years ~~and nine months~~ and 144,100 have a vesting period of one year. At issuance, the 1,531,702 RSUs granted in the first ~~nine~~six months of 2020 had a fair value of $6.87 per unit. In the first nine months of 2019, the Company granted 930,831 RSUs of which 863,331 had a vesting period of three years and 67,500 had a vesting period of one year. The 930,831 RSUs granted in the first nine months of 2019 had a fair value of $8.57 per unit.unit.

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



		Weighted average	Average remaining		Weighted average		Average remaining
		grant date	contractual		grant date		contractual
	Shares	fair value	term (years)	RSUs	fair value		term (years)
Outstanding at January 1, 2020	1,253,927	$ 8.87	1.64
Outstanding at January 1, 2021				1,787,943	$	7.49	1.50
Granted	1,531,702	6.87	2.23	313,697		18.81	2.28
Vested	(576,356)	8.64	-	(672,533)		7.72	—
Forfeited	(12,971)	9.10	-	(39,290)		7.57	—
Outstanding at September 30, 2020	2,196,302	$ 7.53	1.90
Outstanding at June 30, 2021				1,389,817	$	9.93	1.38

As of ~~September~~June 30, ~~2020,~~2021, there was a total of ~~$13.4~~$11.4 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 ~~2.1~~1.7 years. Related compensation expense for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020 ~~and 2019~~ was ~~$5.1~~$4.5 million and ~~$4.4~~$3.0 million, respectively. The total issuance date fair value of RSUs vested and options exercised during the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020 ~~and 2019~~ was ~~$5.3~~$6.7 million and ~~$3.8~~$5.0 million, respectively. The total intrinsic value of the options exercised and ~~stock units~~RSUs vested in those respective periods was ~~$6.5~~$19.9 million and ~~$4.3~~$6.2 million, respectively.

For the periods ended ~~September~~June 30, ~~2020~~ 2021 and ~~2019,~~2020, 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:



	September 30,		June 30,
	2020	2019	2021	2020
Risk-free interest rate	0.68%	2.63%	1.19%	0.68%
Expected dividend yield	-	-	—	—
Expected volatility	45.20%	41.83%	45.61%	45.20%
Expected lives (years)	1.0 - 6.3	1.0 - 6.3	6.3	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 ~~September~~June 30, ~~2020~~2021 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
	September 30, 2020			For the three months ended
	Income	Shares	Per share	June 30, 2021
	(numerator)	(denominator)	amount	Income		Shares		Per share
				(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	$ 23,131	57,588,168	$ 0.40	$	29,158		57,230,576	$	0.51
Effect of dilutive securities
Common stock options and restricted stock units	-	883,024	-		—		1,792,349		(0.02)
Diluted earnings per share
Net earnings available to common shareholders	$ 23,131	58,471,192	$ 0.40	$	29,158		59,022,925	$	0.49



	For the three months ended
	September 30, 2020			For the three months ended
	Income	Shares	Per share	June 30, 2021
	(numerator)	(denominator)	amount	Income		Shares		Per share
				(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 discontinued operations
Net earnings available to common shareholders	$ 123	57,588,168	$ -	$	277		57,230,576	$	—
Effect of dilutive securities
Common stock options and restricted stock units	-	883,024	-		—		1,792,349		—
Diluted earnings per share
Net earnings available to common shareholders	$ 123	58,471,192	$ -	$	277		59,022,925	$	—



	For the three months ended
	June 30, 2021
	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	$	29,435		57,230,576	$	0.51
Effect of dilutive securities
Common stock options and restricted stock units		—		1,792,349		(0.01)
Diluted earnings per share
Net earnings available to common shareholders	$	29,435		59,022,925	$	0.50

Note: The total of diluted earnings per share from continuing and discontinued operations does not equal diluted earnings per share due to rounding.

For the three months ended
September 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
$               23,254
57,588,168
$                  0.40
Effect of dilutive securities
Common stock options and restricted stock units
-
883,024
-
Diluted earnings per share
Net earnings available to common shareholders
$               23,254
58,471,192
$                  0.40

Stock options for ~~1,056,604~~819,104 shares, exercisable at prices between $6.75 and ~~$8.57~~$18.81 per share, were outstanding at ~~September~~June 30, ~~2020,~~2021, and included in the dilutive earnings per share computation. Stock options for ~~326,000 were anti-dilutive and not included in the earnings per share calculation.~~

For the nine months ended
September 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
$               56,575
57,433,477
$                  0.98
Effect of dilutive securities
Common stock options and restricted stock units
-
618,356
(0.01)
Diluted earnings per share
Net earnings available to common shareholders
$               56,575
58,051,833
$                  0.97

For the nine months ended
September 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
$                  (662)
57,433,477
$                 (0.01)
Effect of dilutive securities
Common stock options and restricted stock units
-
618,356
-
Diluted loss per share
Net loss available to common shareholders
$                  (662)
58,051,833
$                 (0.01)

For the nine months ended
September 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
$               55,913
57,433,477
$                  0.97
Effect of dilutive securities
Common stock options and restricted stock units
-
618,356
(0.01)
Diluted earnings per share
Net earnings available to common shareholders
$               55,913
58,051,833
$                  0.96

~~Stock options for 1,056,604~~100,000 shares exercisable at prices between $6.75 and $8.57 per share, were outstanding at September 30, 2020, and included in the dilutive earnings per share computation. Stock options for 326,000 were anti-dilutive and not included in the earnings per share calculation.

For the three months ended
September 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
$               20,399
56,907,815
$                  0.36
Effect of dilutive securities
Common stock options and restricted stock units
-
505,482
-
Diluted earnings per share
Net earnings available to common shareholders
$               20,399
57,413,297
$                  0.36

For the three months ended
September 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
$                     26
56,907,815
$                       -
Effect of dilutive securities
Common stock options and restricted stock units
-
505,482
-
Diluted earnings per share
Net earnings available to common shareholders
$                     26
57,413,297
$                       -

For the three months ended
September 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
$               20,425
56,907,815
$                  0.36
Effect of dilutive securities
Common stock options and restricted stock units
-
505,482
-
Diluted earnings per share
Net earnings available to common shareholders
$               20,425
57,413,297
$                  0.36

Stock options for 984,104 shares, exercisable at prices between $6.75 and $8.57 per share, were outstanding at September 30, 2019, and included in the dilutive earnings per shares computation shares because the exercise price per share was less than the average market price. Stock options for 357,500 were anti-dilutive and not included in the earnings per share calculation.

1612



	For the nine months ended
	September 30, 2019			For the six months ended
	Income	Shares	Per share	June 30, 2021
	(numerator)	(denominator)	amount	Income		Shares		Per share
				(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	$ 48,404	56,712,084	$ 0.85	$	55,218		57,232,557	$	0.96
Effect of dilutive securities
Common stock options and restricted stock units	-	440,287	-		—		1,854,399		(0.03)
Diluted earnings per share
Net earnings available to common shareholders	$ 48,404	57,152,371	$ 0.85	$	55,218		59,086,956	$	0.93

For the nine months ended
September 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
$                 1,301
56,712,084
$                  0.02
Effect of dilutive securities
Common stock options and restricted stock units
-
440,287
-
Diluted earnings per share
Net earnings available to common shareholders
$                 1,301
57,152,371
$                  0.02



	For the nine months ended			For the six months ended
	September 30, 2019			June 30, 2021
	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
Basic earnings per share from discontinued operations
Net earnings available to common shareholders	$ 49,705	56,712,084	$ 0.87	$	182		57,232,557	$	0.01
Effect of dilutive securities
Common stock options and restricted stock units	-	440,287	-		—		1,854,399		—
Diluted earnings per share
Net earnings available to common shareholders	$ 49,705	57,152,371	$ 0.87	$	182		59,086,956	$	0.01



	For the six months ended
	June 30, 2021
	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	$	55,400		57,232,557	$	0.97
Effect of dilutive securities
Common stock options and restricted stock units		—		1,854,399		(0.03)
Diluted earnings per share
Net earnings available to common shareholders	$	55,400		59,086,956	$	0.94

Stock options for ~~984,104~~819,104 shares, exercisable at prices between $6.75 and ~~$8.57~~$18.81 per share, were outstanding at ~~September~~June 30, ~~2019,~~2021, and included in the dilutive earnings per share ~~computation shares because the exercise price per share was less than the average market price.~~computation. Stock options for ~~357,500~~100,000 shares were anti-dilutive and not included in the earnings per share calculation.



	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 earnings per share from continuing operations
Net earnings available to common shareholders	$	20,283		57,489,719	$	0.35
Effect of dilutive securities
Common stock options and restricted stock units		—		310,396		—
Diluted earnings per share
Net earnings available to common shareholders	$	20,283		57,800,115	$	0.35

1713

	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	$	(215)		57,489,719	$	—
Effect of dilutive securities
Common stock options and restricted stock units		—		310,396		—
Diluted loss per share
Net loss	$	(215)		57,800,115	$	—



	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 earnings per share
Net earnings available to common shareholders	$	20,068		57,489,719	$	0.35
Effect of dilutive securities
Common stock options and restricted stock units		—		310,396		—
Diluted earnings per share
Net earnings available to common shareholders	$	20,068		57,800,115	$	0.35

Stock options for 488,500 shares, exercisable at prices between $6.75 and $7.36 per share, were outstanding at June 30, 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	$	(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	$	(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.

Note 5. Investment Securities

In March 2020, the Company transferred the 4 securities previously comprising its held-to-maturity securities portfolio to available-for-sale. The interest rates for these securities utilize the London Inter-bank Offered Rate (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, ~~2020~~2021 and December 31, ~~2019~~2020 are summarized as follows (in thousands):



Available-for-sale	September 30, 2020				June 30, 2021
		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	$ 46,040	$ 2,477	$ (140)	$ 48,377	$	41,129	$	2,015	$	(52)	$	43,092
Asset-backed securities *	239,961	28	(1,810)	238,179		318,080		431		(53)		318,458
Tax-exempt obligations of states and political subdivisions	4,041	255	-	4,296		3,559		198		—		3,757
Taxable obligations of states and political subdivisions	49,847	4,315	-	54,162		46,041		3,342		—		49,383
Residential mortgage-backed securities	275,764	10,043	(106)	285,701		218,671		8,073		(144)		226,600
Collateralized mortgage obligation securities	165,147	4,103	(37)	169,213		102,131		2,185		(42)		104,274
Commercial mortgage-backed securities	370,673	17,648	(5,040)	383,281		346,525		8,323		(919)		353,929
Corporate debt securities	85,074	464	(3,844)	81,694		10,000		—		(3,418)		6,582
	$ 1,236,547	$ 39,333	$ (10,977)	$ 1,264,903	$	1,086,136	$	24,567	$	(4,628)	$	1,106,075


	September 30, 2020				June 30, 2021
		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	$ 29,238	$ 7	$ (365)	$ 28,880	$	25,806	$	49	$	(27)	$	25,828
Collateralized loan obligation securities	210,723	21	(1,445)	209,299		292,274		382		(26)		292,630
	$ 239,961	$ 28	$ (1,810)	$ 238,179	$	318,080	$	431	$	(53)	$	318,458

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

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



Available-for-sale	December 31, 2020
			Gross		Gross
	Amortized		unrealized		unrealized		Fair
	cost		gains		losses		value
U.S. Government agency securities	$	44,960	$	2,357	$	(120)	$	47,197
Asset-backed securities *		238,678		143		(460)		238,361
Tax-exempt obligations of states and political subdivisions		4,042		248		—		4,290
Taxable obligations of states and political subdivisions		47,884		4,180		—		52,064
Residential mortgage-backed securities		256,914		9,765		(96)		266,583
Collateralized mortgage obligation securities		145,260		3,281		(11)		148,530
Commercial mortgage-backed securities		359,125		12,717		(4,562)		367,280
Corporate debt securities		85,043		63		(3,247)		81,859
	$	1,181,906	$	32,754	$	(8,496)	$	1,206,164

1815

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


	December 31, 2020
			Gross		Gross
	Amortized		unrealized		unrealized		Fair
* Asset-backed securities as shown above	cost		gains		losses		value
Federally insured student loan securities	$	28,013	$	38	$	(93)	$	27,958
Collateralized loan obligation securities		210,665		105		(367)		210,403
	$	238,678	$	143	$	(460)	$	238,361

Investments in Federal Home Loan Bank ~~(FHLB)~~(“FHLB”) and Atlantic Central Bankers Bank stock are recorded at cost and amounted to $1.7 million and $1.4 million ~~and $5.3 million, respectively,~~ at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~2020, respectively. 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, ~~2020,~~2021, 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		Available-for-sale
	Amortized	Fair	Amortized		Fair
	cost	value	cost		value
Due before one year	$ 2,186	$ 2,214	$	1,225	$	1,226
Due after one year through five years	153,599	162,951		165,750		174,481
Due after five years through ten years	224,146	231,236		223,777		228,022
Due after ten years	856,616	868,502		695,384		702,346
	$ 1,236,547	$ 1,264,903	$	1,086,136	$	1,106,075

At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, 0 investment securities were encumbered through ~~pledging.~~pledging or otherwise.

Fair values of available-for-sale securities are based on the fair market values supplied by a third-party market data provider, or where such third-party market data is not available, fair values are based on discounted cash flows. The 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, ~~2020~~2021 (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	$ 538	$ (2)	$ 6,043	$ (138)	$ 6,581	$ (140)	2	$	—	$	—	$	2,847	$	(52)	$	2,847	$	(52)
Asset-backed securities	34	168,437	(1,293)	55,437	(517)	223,874	(1,810)	15		87,176		(51)		1,264		(2)		88,440		(53)
Residential mortgage-backed securities	11	5,101	(42)	8,042	(64)	13,143	(106)	10		7,432		(113)		2,385		(31)		9,817		(144)
Collateralized mortgage obligation securities	8	7,225	(36)	3,626	(1)	10,851	(37)	3		4,967		(40)		3,215		(2)		8,182		(42)
Commercial mortgage-backed securities	4	61,677	(5,023)	10,021	(17)	71,698	(5,040)	11		53,561		(588)		63,801		(331)		117,362		(919)
Corporate debt securities	1	-	-	6,157	(3,844)	6,157	(3,844)	1		—		—		6,582		(3,418)		6,582		(3,418)
Total temporarily impaired
Total unrealized loss position
investment securities	62	$ 242,978	$ (6,396)	$ 89,326	$ (4,581)	$ 332,304	$ (10,977)	42	$	153,136	$	(792)	$	80,094	$	(3,836)	$	233,230	$	(4,628)

The table below indicates the length of time individual securities had been in a continuous unrealized loss position at December 31, ~~2019~~2020 (dollars in thousands):

Available-for-sale
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
U.S. Government agency securities
5
$              12,214
$                   (44)
$                3,986
$                 (133)
$                 16,200
$               (177)
Asset-backed securities
28
115,909
(275)
56,427
(260)
172,336
(535)
Residential mortgage-backed securities
64
58,682
(114)
73,311
(987)
131,993
(1,101)
Collateralized mortgage obligation securities
22
37,387
(85)
18,136
(123)
55,523
(208)
Commercial mortgage-backed securities
4
35,095
(129)
3,162
(16)
38,257
(145)
Total temporarily impaired
investment securities
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)


Available-for-sale		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
U.S. Government agency securities	5	$	594	$	(2)	$	5,322	$	(118)	$	5,916	$	(120)
Asset-backed securities	24		123,447		(337)		29,563		(123)		153,010		(460)
Residential mortgage-backed securities	12		6,221		(35)		6,650		(61)		12,871		(96)
Collateralized mortgage obligation securities	6		2,505		(10)		3,489		(1)		5,994		(11)
Commercial mortgage-backed securities	4		69,486		(4,562)		—		—		69,486		(4,562)
Corporate debt securities	2		—		—		31,796		(3,247)		31,796		(3,247)
Total unrealized loss position
investment securities	53	$	202,253	$	(4,946)	$	76,820	$	(3,550)	$	279,073	$	(8,496)

The Company owns 1 single issuer trust preferred security issued by an insurance company. The security is not rated by any bond rating service. At ~~September~~June 30, ~~2020,~~2021, it had a book value of $10.0 million and a fair value of ~~$6.2~~$6.6 million.This security is presented in the corporate debt securities classification in the tables above.

The Company has evaluated the securities in the above tables as of ~~September~~June 30, ~~2020~~2021 and has concluded that 0ne of these securities required an allowance for credit loss. The Company evaluates whether an allowance for credit loss is required by considering primarily the following factors: (a) the extent to which the fair value is 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 it is contractually obligated to make, (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 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. The Company’s unrealized loss for other debt securities, which include one single issuer trust preferred security, is primarily related to general market conditions, including a lack of liquidity in the market. The severity of the 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 an allowance was not required to recognize credit losses.

Note 6. Loans

The Company has several lending lines of business including small business comprised primarily of SBA loans, direct lease financing, SBLOC, ~~and~~ IBLOC and other specialty and consumer lending. ~~The~~Prior to 2020, the Company also originated loans for sale into commercial mortgage-backed securitizations or to secondary government guaranteed loan markets. At origination, the Company elected fair value treatment for these loans as they were originally held-for-sale, to better reflect the economics of the transactions. Currently, the Company intends to hold these loans on its balance sheet, and thus no longer accounts for these loans as held-for-sale. The Company continues to present these loans at fair value. At ~~September~~June 30, ~~2020,~~2021, the fair value of these loans was ~~$1.85~~$1.69 billion, and their amortized cost was ~~$1.85~~$1.69 billion. Included in “Net realized and unrealized gains (losses) on commercial loans, ~~originated for sale”~~at fair value” in the consolidated statements of operations are changes in the estimate in fair value of ~~unsold~~such loans. For the ~~nine~~six months ended ~~September~~June 30, 2021, unrealized losses recognized for such changes in fair value were $478,000 of which $246,000 was attributable to credit weaknesses. For the six months ended June 30, 2020, unrealized losses recognized for such changes in fair value were ~~$3.1~~$3.6 million of which ~~$490,000~~$546,000 was attributable to credit weaknesses. For the nine months ended September 30, 2019, unrealized gains recognized for such changes in fair value were $1.6 million. Interest earned on loans at fair value during the period held is recorded in Interest Income-Loans, including fees, in the consolidated statements of operations. The Bank also pledged the majority of its loans held for investment at amortized cost and commercial loans at fair value to the Federal Home Loan Bank and to the Federal Reserve Bank for lines of credit. The Federal Home Loan Bank line is periodically utilized to manage liquidity, but the Federal Reserve line has not generally been used. However, in light of the impact of the ~~Coronavirus,~~COVID-19 pandemic, 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 Federal Reserve 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 lines are maintained consistent with the Bank’s liquidity policy which maximizes potential liquidity.

At June 30, 2021, $1.77 billion of loans were pledged to the Federal Reserve and $1.15 billion of loans were pledged to the Federal Home Loan Bank. There were 0 balances against these lines at that date.

~~The~~Prior to 2020, 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 ~~2019~~2020 Form 10-K. The loans previously sold to the commercial mortgage-backed securitizations, and now originated and held on the balance sheet, at fair value, 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 the securitizations is considered a variable interest entity of which the Company is not the primary beneficiary and therefore are not consolidated in its 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~~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 such prepayment protection and extension options 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.

There were 0 securitizations during the nine months ended September 30, 2020. A summary of securitizations and securities obtained from securitizations for the nine month period ended September 30, 2019 is as follows:

In the third quarter of 2019, the Company sponsored the The Bancorp Commercial Mortgage 2019-CRE6 Trust, securitizing $778.2 million of loans and recording a $14.2 gain. The certificates obtained by the Company in the transaction had an acquisition date fair value of $51.6 million based upon an initial discount rate of 4.12%.

In the first quarter of 2019, the Company sponsored The Bancorp Commercial Mortgage 2019-CRE5 Trust, securitizing $518.3 million of loans and recording an $11.2 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%.

~~In the third quarter of~~ 2020, the Company decided to not pursue securitizations and no future securitizations are currently planned. The loans ~~being~~ currently retained total approximately ~~$1.6~~$1.5 billion and are mostly comprised of multi-family loans, specifically apartment buildings. The ~~$1.6~~$1.5 billion comprises the majority of the commercial loans, at fair value on the June 30, 2021 balance sheet, with the balance of that category comprised of the government guaranteed portion of SBA loans.

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 commercial loans at fair value, are as follows (in thousands):



	September 30,	December 31,
	2020	2019	June 30,		December 31,
			2021		2020
SBL non-real estate	$ 293,488	$ 84,579	$	228,958	$	255,318
SBL commercial mortgage	270,264	218,110		343,487		300,817
SBL construction	27,169	45,310		18,494		20,273
Small business loans *	590,921	347,999		590,939		576,408
Direct lease financing	430,675	434,460		506,424		462,182
SBLOC / IBLOC **	1,428,253	1,024,420		1,729,628		1,550,086
Advisor financing ***	26,600	-		72,190		48,282
Other specialty lending	2,194	3,055		2,092		2,179
Other consumer loans ****	3,809	4,554		3,748		4,247
	2,482,452	1,814,488		2,905,021		2,643,384
Unamortized loan fees and costs	6,308	9,757		10,323		8,939
Total loans, net of unamortized loan fees and costs	$ 2,488,760	$ 1,824,245	$	2,915,344	$	2,652,323

September 30,
December 31,
2020
2019
SBL loans, net of (deferred fees) and costs of $(607) and $4,215
for September 30, 2020 and December 31, 2019, respectively
$                     590,314
$                     352,214
SBL loans included in commercial loans at fair value
250,958
220,358
Total small business loans
$                     841,272
$                     572,572


	June 30,		December 31,
	2021		2020
SBL loans, net of deferred costs of $2,462 and $1,536
for June 30, 2021 and December 31, 2020, respectively	$	593,401	$	577,944
SBL loans included in commercial loans, at fair value		225,534		243,562
Total small business loans	$	818,935	$	821,506

* The preceding table shows small business loans ~~or SBL,~~ and ~~SBL~~small business loans held at fair value. The small business loans held at fair value are comprised of the government guaranteed portion of SBA 7a loans at the dates ~~indicated (in thousands). Included~~indicated. A reduction in SBL non-real estate loans ~~are $207.9~~from $305.4 million at March 31, 2021 to $229.0 million at June 30, 2021 resulted from U.S. government repayments of $60.8 million of Paycheck Protection Program (“PPP”) loans ~~with estimated lives~~authorized by The Consolidated Appropriations Act, 2021 and the repayment of ~~less than one year. While the majority of SBL are comprised of SBA loans, SBL also includes $17.8~~$19.7 million of ~~non-SBA~~a line of credit to another institution related to PPP loans. PPP loans ~~as of September~~totaled $129.4 million at June 30, ~~2020~~2021 and ~~$17.0~~$165.7 million at December 31, ~~2019.~~2020, respectively.

** 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 ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, IBLOC loans amounted to ~~$359.4~~$596.9 million and ~~$144.6~~$437.2 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~~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.

Estimated overdraft charge-offs and recoveries are reflected in the allowance for credit losses and have been immaterial.

2218

The following table provides information about loans individually evaluated for credit loss at ~~September~~June 30, ~~2020~~ 2021and December 31, ~~2019~~2020 (in thousands):



	September 30, 2020					June 30, 2021
	Recorded ‎investment	Unpaid ‎principal ‎balance	Related ‎allowance	Average ‎recorded ‎investment	Interest ‎income ‎recognized	Recorded ‎investment		Unpaid ‎principal ‎balance		Related ‎allowance		Average ‎recorded ‎investment		Interest ‎income ‎recognized
Without an allowance recorded
SBL non-real estate	$ 445	$ 3,525	$ -	$ 365	$ 2	$	465	$	3,114	$	—	$	415	$	—
SBL commercial mortgage	2,036	2,036	-	1,056	-		2,183		2,207		—		2,060		—
SBL construction	-	-	-	-	-
Direct lease financing	260	260	-	4,116	-		635		635		—		535		—
Consumer - home equity	567	567	-	554	8		540		540		—		549		4
With an allowance recorded
SBL non-real estate	2,775	2,775	(1,818)	3,310	12		2,264		2,264		(1,559)		2,677		24
SBL commercial mortgage	5,481	5,481	(1,010)	2,098	-		984		984		(510)		3,866		—
SBL construction	711	711	(26)	711	-		711		711		(34)		711		—
Direct lease financing	544	544	(43)	782	-		—		—		—		173		—
Consumer - home equity	-	-	-	30	-		10		10		(10)		3		—
Total
SBL non-real estate	3,220	6,300	(1,818)	3,675	14		2,729		5,378		(1,559)		3,092		24
SBL commercial mortgage	7,517	7,517	(1,010)	3,154	-		3,167		3,191		(510)		5,926		—
SBL construction	711	711	(26)	711	-		711		711		(34)		711		—
Direct lease financing	804	804	(43)	4,898	-		635		635		—		708		—
Consumer - home equity	567	567	-	584	8		550		550		(10)		552		4
	$ 12,819	$ 15,899	$ (2,897)	$ 13,022	$ 22	$	7,792	$	10,465	$	(2,113)	$	10,989	$	28



	December 31, 2019					December 31, 2020
	Recorded ‎investment	Unpaid ‎principal ‎balance	Related ‎allowance	Average ‎recorded ‎investment	Interest ‎income ‎recognized	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	$	387	$	2,836	$	—	$	370	$	3
SBL commercial mortgage	76	76	-	15	-		2,037		2,037		—		1,253		—
SBL construction	-	-	-	284	-
Direct lease financing	286	286	-	362	11		299		299		—		3,352		—
Consumer - home equity	489	489	-	1,161	9		557		557		—		554		10
With an allowance recorded
SBL non-real estate	3,804	4,371	(2,961)	3,925	30		3,044		3,044		(2,129)		3,257		15
SBL commercial mortgage	971	971	(136)	561	-		5,268		5,268		(1,010)		2,732		—
SBL construction	711	711	(36)	284	-		711		711		(34)		711		—
Direct lease financing	-	-	-	244	-		452		452		(4)		716		—
Consumer - home equity	121	121	(9)	344	-		—		—		—		24		—
Total
SBL non-real estate	4,139	7,088	(2,961)	4,202	35		3,431		5,880		(2,129)		3,627		18
SBL commercial mortgage	1,047	1,047	(136)	576	-		7,305		7,305		(1,010)		3,985		—
SBL construction	711	711	(36)	568	-		711		711		(34)		711		—
Direct lease financing	286	286	-	606	11		751		751		(4)		4,068		—
Consumer - home equity	610	610	(9)	1,505	9		557		557		—		578		10
	$ 6,793	$ 9,742	$ (3,142)	$ 7,457	$ 55	$	12,755	$	15,204	$	(3,177)	$	12,969	$	28

The loan review department recommends non-accrual status for loans to the surveillance committee, where interest income appears to be uncollectible or a protracted delay in collection becomes evident. The surveillance committee further vets and approves the non-accrual status.

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


	September 30, 2020			December 31, 2019	June 30, 2021						December 31, 2020
	Non-accrual loans with a related ACL *	Non-accrual loans without a related ACL *	Total non-accrual loans	Total non-accrual loans	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	$ 2,541	$ 394	$ 2,935	$ 3,693	$	2,070	$	465	$	2,535	$	3,159
SBL commercial mortgage	5,481	2,036	7,517	1,047		984		2,183		3,167		7,305
SBL construction	711	-	711	711		711		—		711		711
Direct leasing	544	260	804	-		—		635		635		751
Consumer	-	308	308	345		10		288		298		301
	$ 9,277	$ 2,998	$ 12,275	$ 5,796	$	3,775	$	3,571	$	7,346	$	12,227

* Allowance for credit losses

The Company had no other real estate owned in continuing operations at June 30, 2021 or December 31, 2020. The following ~~tables summarize~~table summarizes the Company’s non-accrual loans and loans past due 90 days or more at June 30, 2021 and ~~still accruing and other real estate owned for the periods indicated (in thousands):~~

December 31, 2020, respectively:



	September 30,	December 31,	June 30,		December 31,
	2020	2019	2021		2020
			(in thousands)
Non-accrual loans
SBL non-real estate	$ 2,935	$ 3,693	$	2,535	$	3,159
SBL commercial mortgage	7,517	1,047		3,167		7,305
SBL construction	711	711		711		711
Direct leasing	804	-		635		751
Consumer	308	345		298		301
Total non-accrual loans	12,275	5,796		7,346		12,227

Loans past due 90 days or more and still accruing	24	3,264		1,550		497
Total non-performing loans	12,299	9,060		8,896		12,724
Other real estate owned	-	-
Total non-performing assets	$ 12,299	$ 9,060	$	8,896	$	12,724

Interest which would have been earned on loans classified as non-accrual for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, was $172,000 and ~~2019, was $459,000 and $356,000,~~$214,000, respectively. NaN income on non-accrual loans was recognized during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. In the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020 a total of ~~$361,000~~$36,000 and $197,000, respectively, 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, ~~2020~~2021 and December 31, ~~2019~~2020 and considered troubled debt restructurings are as follows (dollars in thousands):



	September 30, 2020			December 31, 2019			June 30, 2021						December 31, 2020
	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
SBL non-real estate	8	$ 927	$ 927	8	$ 1,309	$ 1,309		7	$	768	$	768		8	$	911	$	911
Direct lease financing	1	260	260	1	286	286		1		233		233		1		251		251
Consumer	2	474	474	2	489	489		2		460		460		2		469		469
Total(1)	11	$ 1,661	$ 1,661	11	$ 2,084	$ 2,084		10	$	1,461	$	1,461		11	$	1,631	$	1,631

(1) Troubled debt restructurings include non-accrual loans of $1.0 million and $1.1 million at June 30, 2021 and December 31, 2020, respectively.

2420

The balances below provide information as to how the loans were modified as troubled debt restructuring loans as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (in thousands):



	June 30, 2021						December 31, 2020
	Adjusted interest rate		Extended maturity		Combined rate and maturity		Adjusted interest rate		Extended maturity		Combined rate and maturity
SBL non-real estate	$	—	$	—	$	768	$	—	$	16	$	895
Direct lease financing		—		233		—		—		251		—
Consumer		—		—		460		—		—		469
Total(1)	$	—	$	233	$	1,228	$	—	$	267	$	1,364

September 30, 2020
December 31, 2019
Adjusted interest rate
Extended maturity
Combined rate and maturity
Adjusted interest rate
Extended maturity
Combined rate and maturity
SBL non-real estate
$                    -
$                 23
$                904
$                 -
$                 51
$             1,258
Direct lease financing
-
260
-
-
286
-
Consumer
-
-
474
-
-
489
Total
$                    -
$               283
$             1,378
$                 -
$               337
$             1,747

(1) Troubled debt restructurings include non-accrual loans of $1.0 million and $1.1 million at June 30, 2021 and December 31, 2020, respectively.

The Company had 1 troubled debt restructured loan at March 31, 2020 that had been restructured within the last 12 months that 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 the Company permission to sell the vehicles which were transferred to other assets as of June 30, 2020. As a result of the sales, substantially all of the balance has been repaid, and the $15.3 million balance noted above was reduced to $1.7 million as of September 30, 2020. As of October 29, 2020, the balance had been reduced to $690,000. Estimates of the disposition value of the remaining vehicles currently exceed the balance due.

The Company had 0 commitments to extend additional credit to loans classified as troubled debt restructurings as of ~~September~~June 30, ~~2020~~2021 or December 31, ~~2019.~~2020.

When loans are classified as troubled debt restructurings, the Company estimates the value of underlying collateral and repayment sources. A specific reserve in the allowance for credit losses is established if the collateral valuation, less disposition costs, is lower than the recorded loan value. The amount of the specific reserve serves to increase the provision for credit losses in the quarter the loan is classified as a troubled debt restructuring. As of ~~September~~June 30, ~~2020,~~2021, there were 1110 troubled debt restructured loans with a balance of ~~$1.7~~$1.5 million which had specific reserves of ~~$479,000.~~$327,000. Substantially all of these reserves related to the non-guaranteed portion of SBA loans for start-up businesses.

The following table summarizes loans that were restructured within the 12 months ended June 30, 2021 that have subsequently defaulted (in thousands):


	June 30, 2021
	Number	Pre-modification recorded investment
SBL non-real estate	1	$	205
Total	1	$	205

The 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, 2021, the Company had $358.1 million of related guaranteed balances, and additionally had $129.4 million of PPP loan balances which were also guaranteed. The majority of the six months of support expired in the fourth quarter of 2020, and the Company is generally approving COVID-19 pandemic-related deferrals for principal and interest payments as they are requested by borrowers. Additionally, the Company has, and is, granting such deferrals for certain other loans. The Consolidated Appropriations Act, 2021, became law in December 2020 and provides for at least an additional two months of principal and interest payments on SBA 7a loans, with up to five months of payments for hotel, restaurant and other more highly impacted loans. Unlike the six months of COVID-19 Aid, Relief, and Economic Security Act (“CARES Act”) payments, these additional payments are capped at $9,000 per month. Per section 4013 of the CARES Act, accounting and banking regulators have determined that loans with COVID-19 pandemic-related deferrals of principal and interest payments will not, during the deferral period, be classified as restructured. Such treatment is temporary and will terminate after the earlier of the end of the national emergency, or December 31, 2021.

Effective January 1, 2020, ~~CECL~~current expected credit loss (“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 ~~September~~June 30, ~~2020~~ 2021 allowance for credit loss (in thousands).

2521


	December 31, 2019		January 1, 2020		September 30, 2020		December 31, 2019				January 1, 2020				June 30, 2021
	Incurred loss method		CECL (day 1 adoption)		CECL		Incurred loss method				CECL (day 1 adoption)				CECL
	Amount	% of Segment	Amount	% of Segment	Amount	% of Segment	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%	$ 4,801	1.64%	$	4,985		5.89%	$	4,765		5.63%	$	5,017		2.19%
SBL commercial mortgage	1,458	0.71%	2,009	0.98%	3,552	1.31%		1,472		0.67%		2,009		0.92%		2,629		0.77%
SBL construction	432	0.95%	571	1.26%	423	1.56%		432		0.95%		571		1.26%		301		1.63%
Direct lease financing	2,426	0.56%	4,788	1.10%	5,847	1.35%		2,426		0.56%		4,788		1.10%		5,718		1.13%
SBLOC	440	0.05%	440	0.05%	534	0.00%		440		0.05%		440		0.05%		566		0.05%
IBLOC	113	0.08%	72	0.05%	180	0.00%		113		0.08%		72		0.05%		298		0.05%
Advisor financing	-	0.00%	-	0.00%	199	0.75%		—		—		—		—		541		0.75%
Other specialty lending (1)	97	0.39%	170	0.40%	148	6.75%		12		0.39%		170		5.56%		168		8.03%
Consumer - other	40	0.88%	58	1.27%	43	1.13%		40		0.88%		60		1.32%		54		1.44%
Unallocated	318		-		-	0.00%		318				—				—
	$ 10,238	0.56%	$ 12,874	0.71%	$ 15,727	0.63%	$	10,238		0.56%	$	12,875		0.71%	$	15,292		0.52%

Liabilities:
Allowance for credit losses on off-balance sheet credit exposures	-		569		570			—				569				927
Total allowance for credit losses	$ 10,238		$ 13,443		$ 16,297		$	10,238			$	13,444			$	16,219

(1)Included in other ~~speciality~~specialty lending are ~~$34.7~~$27.9 million of SBA loans purchased for ~~CRA~~Community Reinvestment Act (“CRA”) purposes as of ~~September 30,2020.~~June 30, 2021. These loans are classified as SBL 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 estimated remaining life of the loans. 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 includes reserves on loan pools with similar risk characteristics based on a lifetime loss-rate model, or vintage analysis, as described in the following paragraph. 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 for such collateral dependent loans are based on the difference between loan principal and the estimated fair value of the collateral, adjusted for estimated 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 characteristics 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, for all loan pools the Company adds 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. These qualitative factors adjust for asset specific differences between historical loss experience and the current portfolio for each pool. 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. A similar process is employed to calculate ~~a reserve~~an allowance assigned to off-balance sheet commitments, which are comprised of unfunded loan commitments and letters of credit. That ~~reserve~~allowance is recorded in other liabilities. ~~In the twelve to eighteen months for which the Company believes it is able to develop reasonable and supportable forecasts, its model includes~~These qualitative factors ~~which~~ may increase or decrease the allowance compared to historical loss rates. ~~For average loan lives which extend beyond that period,~~However, expected losses provided for in the allowance are primarily based on applying historical loss rates over the estimated remaining lives of the loans. Even though portions of the allowance may be allocated to loans that have been individually measured for credit deterioration, 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~~COVID-19 pandemic would impact the Company’s loan pools, the Company increased other qualitative factors to moderate and moderate high in 2020. In the second quarter of 2021, the Company reversed increases to moderate-high for certain pools, based upon increased vaccination rates and significant reopening of the economy. The economic qualitative factor

is based on the estimated impact of economic conditions on the loan pools, as distinguished from the economic factors ~~themselves.~~themselves, for the following reasons. The Company’s charge-offs in its lines of business have been non-existent for SBLOC and ~~IBLOC. The~~IBLOC, notwithstanding stressed economic periods. Additionally, the charge-off ~~history~~histories for SBL and leasing dohave not ~~correlate~~correlated with economic conditions. ~~Given the continuing economic weakness, the economic qualitative component for the non-guaranteed portion of SBA 7a loans, was increased to moderate high.~~ While specific or groups of economic factors did not correlate with actual historical losses, multiple economic factors are considered. For the non-guaranteed portion of SBA loans and leasing, the Company’s loss forecasting analysis included a review of industry statistics. However, 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~~the Company’s methodology for measuring expected credit losses. These pools have similar risk and collateral characteristics, and certain of these pools are broken down further in determining and applying the vintage loss estimates previously discussed. For instance, within the direct lease financing pool, government and public institution leases are considered separately. Additionally, thethe 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. A summary of ~~our~~the Company’s primary portfolio pools and loans accordingly classified, by year of origination, isat June 30, 2021 and December 31, 2020 are as ~~follows:~~follows (in thousands):

~~hiltyhil~~

As of September 30, 2020
2020
2019
2018
2017
2016
Prior
Revolving loans at amortized cost
Total
SBL non real estate
Non-rated
$        208,252
$                   -
$                   -
$                   -
$                   -
$                   -
$                      -
$             208,252
Pass
7,018
9,541
12,557
6,745
7,654
10,916
-
54,431
Special mention
-
-
1,132
-
520
716
-
2,368
Substandard
-
43
20
693
1,324
1,662
-
3,742
Total SBL non-real estate
215,270
9,584
13,709
7,438
9,498
13,294
-
268,793
SBL commercial mortgage
Non-rated
9,681
2,938
-
-
-
-
-
12,619
Pass
17,611
64,628
48,134
39,773
32,808
36,011
-
238,965
Special mention
-
-
-
-
-
259
-
259
Substandard
-
-
-
-
76
7,441
-
7,517
Total SBL commercial mortgage
27,292
67,566
48,134
39,773
32,884
43,711
-
259,360
SBL construction
Non-rated
206
-
-
-
-
-
-
206
Pass
2,855
14,078
9,595
-
-
-
-
26,528
Special mention
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
711
-
-
711
Total SBL construction
3,061
14,078
9,595
-
711
-
-
27,445
Direct lease financing
Non-rated
11,315
3,065
2,437
1,256
587
18
-
18,678
Pass
204,670
98,781
59,875
28,921
11,990
2,086
-
406,323
Special mention
-
-
-
-
8
-
-
8
Substandard
3,676
46
503
846
556
39
-
5,666
Total direct lease financing
219,661
101,892
62,815
31,023
13,141
2,143
-
430,675
SBLOC
Non-rated
-
-
-
-
-
-
7,897
7,897
Pass
-
-
-
-
-
-
1,064,990
1,064,990
Special mention
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
-
Total SBLOC
-
-
-
-
-
-
1,072,887
1,072,887
IBLOC
Non-rated
-
-
-
-
-
-
97,017
97,017
Pass
-
-
-
-
-
-
262,340
262,340
Special mention
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
-
Total IBLOC
-
-
-
-
-
-
359,357
359,357
Other specialty
Non-rated
2,537
-
-
-
-
-
-
2,537
Pass
116
3,484
6,368
7,042
7,083
12,817
-
36,910
Special mention
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
-
Total other specialty
2,653
3,484
6,368
7,042
7,083
12,817
-
39,447
Advisor financing
Non-rated
11,717
-
-
-
-
-
-
11,717
Pass
15,269
-
-
-
-
-
-
15,269
Special mention
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
-
Total advisor financing
26,986
-
-
-
-
-
-
26,986
Consumer
Non-rated
414
-
-
15
-
1,617
-
2,046
Pass
-
-
-
-
-
1,456
-
1,456
Special mention
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
308
-
308
Total consumer
414
-
-
15
-
3,381
-
3,810
Total
$        495,337
$        196,604
$        140,621
$          85,291
$          63,317
$          75,346
$        1,432,244
$          2,488,760

2823


As of June 30, 2021	2021		2020		2019		2018		2017		Prior		Revolving loans at amortized cost		Total
SBL non real estate
Non-rated*	$	100,415	$	36,163	$	—	$	—	$	—	$	—	$	—	$	136,578
Pass		11,040		18,567		9,376		10,421		5,942		14,446		—		69,792
Special mention		—		—		—		707		—		905		—		1,612
Substandard		—		—		—		19		739		1,963		—		2,721
Total SBL non-real estate		111,455		54,730		9,376		11,147		6,681		17,314		—		210,703

SBL commercial mortgage
Non-rated		4,790		—		—		—		—		—		—		4,790
Pass		39,469		53,526		78,860		51,966		38,707		61,198		—		323,726
Special mention		—		—		1,853		—		—		252		—		2,105
Substandard		—		—		—		—		—		3,167		—		3,167
Total SBL commercial mortgage		44,259		53,526		80,713		51,966		38,707		64,617		—		333,788

SBL construction
Non-rated		302		—		—		—		—		—		—		302
Pass		1,700		11,547		1,184		3,050		—		—		—		17,481
Special mention		—		—		—		—		—		711		—		711
Total SBL construction		2,002		11,547		1,184		3,050		—		711		—		18,494

Direct lease financing
Non-rated		32,418		16,093		2,283		1,524		636		200		—		53,154
Pass		119,758		197,836		73,598		39,129		14,946		4,402		—		449,669
Substandard		415		2,343		40		132		156		515		—		3,601
Total direct lease financing		152,591		216,272		75,921		40,785		15,738		5,117		—		506,424

SBLOC
Non-rated		—		—		—		—		—		—		3,688		3,688
Pass		—		—		—		—		—		—		1,129,061		1,129,061
Total SBLOC		—		—		—		—		—		—		1,132,749		1,132,749

IBLOC
Non-rated		—		—		—		—		—		—		224,226		224,226
Pass		—		—		—		—		—		—		372,653		372,653
Total IBLOC		—		—		—		—		—		—		596,879		596,879

Other specialty
Non-rated		—		—		—		—		—		—		—		—
Pass		102		115		3,377		5,042		6,619		14,743		—		29,998
Substandard		—		—		—		—		48		—		—		48
Total other specialty**		102		115		3,377		5,042		6,667		14,743		—		30,046

Advisor financing
Non-rated		11,847		3,182		—		—		—		—		—		15,029
Pass		13,417		43,744		—		—		—		—		—		57,161
Total advisor financing		25,264		46,926		—		—		—		—		—		72,190

Consumer
Non-rated		500		244		—		—		13		1,406		—		2,163
Pass		—		—		—		—		—		1,298		—		1,298
Substandard		—		—		—		—		—		287		—		287
Total consumer		500		244		—		—		13		2,991		—		3,748

	$	336,173	$	383,360	$	170,571��	$	111,990	$	67,806	$	105,493	$	1,729,628	$	2,905,021

Unamortized loan fees and costs		—		—		—		—		—		—		—		10,323
Total															$	2,915,344

*Included in the SBL non real estate non-rated total of $136.6 million, were $129.4 million of PPP loans which are government guaranteed.

**Included in other specialty lending are $27.9 million of SBA loans purchased for CRA purposes as of June 30, 2021. These loans are classified as SBL in the Company’s loan table which classify loans by type, as opposed to risk characteristics.


As of December 31, 2020	2020		2019		2018		2017		2016		Prior		Revolving loans at amortized cost		Total
SBL non real estate
Non-rated*	$	170,910	$	—	$	—	$	—	$	—	$	—	$	—	$	170,910
Pass		10,775		10,943		12,002		5,454		7,153		9,964		—		56,291
Special mention		—		—		731		—		499		767		—		1,997
Substandard		—		—		20		1,489		1,347		1,491		—		4,347
Total SBL non-real estate		181,685		10,943		12,753		6,943		8,999		12,222		—		233,545

SBL commercial mortgage
Non-rated		17,592		2,758		—		—		—		—		—		20,350
Pass		26,971		76,975		46,099		39,219		32,505		35,298		—		257,067
Special mention		—		1,852		—		—		—		257		—		2,109
Substandard		—		—		—		—		77		7,605		—		7,682
Total SBL commercial mortgage		44,563		81,585		46,099		39,219		32,582		43,160		—		287,208

SBL construction
Non-rated		566		—		—		—		—		—		—		566
Pass		6,769		1,146		11,081		—		—		—		—		18,996
Substandard		—		—		—		—		711		—		—		711
Total SBL construction		7,335		1,146		11,081		—		711		—		—		20,273
		.
Direct lease financing
Non-rated		23,273		2,888		2,189		1,093		447		7		—		29,897
Pass		249,946		90,156		53,638		23,944		9,091		1,106		—		427,881
Substandard		3,536		45		97		152		536		38		—		4,404
Total direct lease financing		276,755		93,089		55,924		25,189		10,074		1,151		—		462,182

SBLOC
Non-rated		—		—		—		—		—		—		3,772		3,772
Pass		—		—		—		—		—		—		1,109,161		1,109,161
Total SBLOC		—		—		—		—		—		—		1,112,933		1,112,933

IBLOC
Non-rated		—		—		—		—		—		—		132,777		132,777
Pass		—		—		—		—		—		—		304,376		304,376
Total IBLOC		—		—		—		—		—		—		437,153		437,153

Other specialty
Non-rated		288		—		—		—		—		—		—		288
Pass		376		3,569		6,225		7,320		7,228		12,555		—		37,273
Total other specialty**		664		3,569		6,225		7,320		7,228		12,555		—		37,561

Advisor financing
Non-rated		22,341		—		—		—		—		—		—		22,341
Pass		25,941		—		—		—		—		—		—		25,941
Total advisor financing		48,282		—		—		—		—		—		—		48,282

Consumer
Non-rated		933		—		—		14		—		1,558		—		2,505
Pass		—		—		—		—		—		1,441		—		1,441
Substandard		—		—		—		—		—		301		—		301
Total consumer		933		—		—		14		—		3,300		—		4,247

Total	$	560,217	$	190,332	$	132,082	$	78,685	$	59,594	$	72,388	$	1,550,086	$	2,643,384

Unamortized loan fees and costs		—		—		—		—		—		—		—		8,939
Total															$	2,652,323

*Included in the SBL non real estate non-rated total of $170.9 million, were $165.7 million of PPP loans which are government guaranteed.

**Included in other specialty lending are $35.4 million of SBA loans purchased for CRA purposes as of December 31, 2020. These loans are classified as SBL in the Company’s loan table which classify loans by type, as opposed to risk characteristics.

SBL. Substantially all small business loans consist of SBA loans. The Bank participates in loan programs established by the SBA, including the 7(a) Loan Guarantee Program and the 504 Fixed Asset Financing Program and a temporary program, the ~~Paycheck Protection Program, or~~ PPP ~~in 2020.~~. 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 and 2021, the Company also participated in PPP, which provides short-term loans to small businesses. PPP loans are fully guaranteed by the U.S. government. This program was a specific response to the ~~Coronavirus,~~COVID-19 pandemic, and these loans are expected to be reimbursed by the U.S. government within one year of their origination. The Company segments the SBL portfolio into four pools: non real estate, commercial mortgage and construction to capture the risk characteristics of each pool, and the PPP loans discussed above. In the table above, the PPP loans are included in non-rated SBL non real estate. 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, such as construction delays. The U.S. government guaranteed portion of 7a loans and PPP loans, which are fully guaranteed, are not included in the risk pools because they have inherently different risk characteristics, because of the U.S. government guarantee.

Direct lease financing. The Company provides lease financing for commercial and government vehicle fleets and, to a lesser extent, provides lease financing for other equipment. 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 the Company sells 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,~~the Bank, as lessor. The qualitative factors for direct lease financing focus on underlying collateral for collateral dependent loans, portfolio loan performance, loan concentrations and changes in economic conditions.

SBLOC. SBLOC loans are made to individuals, trusts and entities and are secured by a pledge of marketable securities maintained in one or more accounts with respect to which the Company obtains 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 SBLOC loans is 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, which has remained appropriate as losses have not materialized despite the historic declines in the equity markets during 2020, during which there ~~have been~~were 0 losses. Significant losses have not been incurred since inception of this line of business. Additionally, the advance rates noted above were established to provide the Company with protection from declines in market conditions from the origination date of the lines of credit.

IBLOC. 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.

Advisor financing. In 2020, the Bank 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~~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 lending policies and procedures, portfolio performance and economic conditions.

Other specialty lending and consumer loans. Other specialty lending loans and consumer loans are categories of loans which the Company generally no longer offers. 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, loan 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.

The Company does 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.

As a result of the CARES Act, the 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 September 30, 2020, the Company had $334.7 million of related guaranteed balances, and additionally had $207.9 million of PPP loans which were also guaranteed. The six months of support will expire in the fourth quarter of 2020, at which time the Company may decide to grant up to six month of deferrals for principal and interest payments. 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, as a result of Covid and not because of other or pre-existing financial difficulties. Accordingly, such loans will not, during the deferral period, be classified as delinquent, non-accrual or restructured.

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 ~~September~~June 30, ~~2020~~2021 was ~~$570,000.~~$927,000.

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



	September 30, 2020										June 30, 2021
	SBL non-real estate	SBL commercial mortgage	SBL construction	Direct lease financing	SBLOC / IBLOC	Advisor financing	Other specialty lending	Other consumer loans	Unallocated	Total	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
Beginning 1/1/2021											$	5,060	$	3,315	$	328	$	6,043	$	775	$	362	$	150	$	49	$	—	$	16,082
Charge-offs	(1,350)	-	-	(2,178)	-	-	-	-	-	(3,528)		(321)		(23)		—		(193)		(15)		—		—		—		—		(552)
Recoveries	82	-	-	502	-	-	-	-	-	584		15		—		—		7		—		—		—		—		—		22
Provision (credit)	1,304	1,543	(148)	2,735	202	199	(22)	(17)	-	5,796
Provision (credit)*												263		(663)		(27)		(139)		104		179		18		5		—		(260)
Ending balance	$ 4,801	$ 3,552	$ 423	$ 5,847	$ 714	$ 199	$ 148	$ 43	$ -	$ 15,727	$	5,017	$	2,629	$	301	$	5,718	$	864	$	541	$	168	$	54	$	—	$	15,292

Ending balance: Individually evaluated for expected credit loss	$ 1,818	$ 1,010	$ 26	$ 43	$ -	$ -	$ -	$ -	$ -	$ 2,897	$	1,559	$	510	$	34	$	—	$	—	$	—	$	—	$	10	$	—	$	2,113

Ending balance: Collectively evaluated for expected credit loss	$ 2,983	$ 2,542	$ 397	$ 5,804	$ 714	$ 199	$ 148	$ 43	$ -	$ 12,830	$	3,458	$	2,119	$	267	$	5,718	$	864	$	541	$	168	$	44	$	—	$	13,179

Loans:
Ending balance	$ 293,488	$ 270,264	$ 27,169	$ 430,675	$ 1,428,253	$ 26,600	$ 2,194	$ 3,809	$ 6,308	$ 2,488,760
Ending balance**											$	228,958	$	343,487	$	18,494	$	506,424	$	1,729,628	$	72,190	$	2,092	$	3,748	$	10,323	$	2,915,344

Ending balance: Individually evaluated for expected credit loss	$ 3,220	$ 7,517	$ 711	$ 804	$ -	$ -	$ -	$ 567	$ -	$ 12,819	$	2,729	$	3,167	$	711	$	635	$	—	$	—	$	—	$	550	$	—	$	7,792

Ending balance: Collectively evaluated for expected credit loss	$ 290,268	$ 262,747	$ 26,458	$ 429,871	$ 1,428,253	$ 26,600	$ 2,194	$ 3,242	$ 6,308	$ 2,475,941	$	226,229	$	340,320	$	17,783	$	505,789	$	1,729,628	$	72,190	$	2,092	$	3,198	$	10,323	$	2,907,552

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

3027

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
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, 2020
	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		(1,350)		—		—		(2,243)		—		—		—		—		—		(3,593)
Recoveries		103		—		—		570		—		—		—		—		—		673
Provision (credit)*		1,542		1,306		(243)		2,928		263		362		(20)		(11)		—		6,127
Ending balance	$	5,060	$	3,315	$	328	$	6,043	$	775	$	362	$	150	$	49	$	—	$	16,082

Ending balance: Individually evaluated for expected credit loss	$	2,129	$	1,010	$	34	$	4	$	—	$	—	$	—	$	—	$	—	$	3,177

Ending balance: Collectively evaluated for expected credit loss	$	2,931	$	2,305	$	294	$	6,039	$	775	$	362	$	150	$	49	$	—	$	12,905

Loans:
Ending balance**	$	255,318	$	300,817	$	20,273	$	462,182	$	1,550,086	$	48,282	$	2,179	$	4,247	$	8,939	$	2,652,323

Ending balance: Individually evaluated for expected credit loss	$	3,431	$	7,305	$	711	$	751	$	—	$	—	$	—	$	557	$	—	$	12,755

Ending balance: Collectively evaluated for expected credit loss	$	251,887	$	293,512	$	19,562	$	461,431	$	1,550,086	$	48,282	$	2,179	$	3,690	$	8,939	$	2,639,568

September 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
(995)
-
-
(391)
-
-
(3)
-
(1,389)
Recoveries
94
-
-
51
-
-
1
-
146
Provision (credit)
1,595
315
141
676
118
(48)
125
28
2,950
Ending balance
$              5,330
$            1,256
$                 391
$             2,361
$                  511
$                   12
$              231
$              268
$            10,360
Ending balance: Individually evaluated for impairment
$              3,037
$                 71
$                   35
$                136
$                      -
$                      -
$              204
$                   -
$              3,483
Ending balance: Collectively evaluated for impairment
$              2,293
$            1,185
$                 356
$             2,225
$                  511
$                   12
$                27
$              268
$              6,877
Loans:
Ending balance
$            84,181
$        209,008
$            38,116
$         412,755
$           920,463
$              3,167
$           6,388
$           9,299
$       1,683,377
Ending balance: Individually evaluated for impairment
$              4,250
$               458
$                 711
$                424
$                      -
$                      -
$           1,715
$                   -
$              7,558
Ending balance: Collectively evaluated for impairment
$            79,931
$        208,550
$            37,405
$         412,331
$           920,463
$              3,167
$           4,673
$           9,299
$       1,675,819



	June 30, 2020
	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		(1,048)		—		—		(1,552)		—		—		—		—		—		(2,600)
Recoveries		60		—		—		84		—		—		—		—		—		144
Provision (credit)*		949		605		(58)		2,488		131		116		(17)		(8)		—		4,206
Ending balance	$	4,726	$	2,614	$	513	$	5,808	$	643	$	116	$	153		52	$	—	$	14,625

Ending balance: Individually evaluated for expected credit loss	$	1,991	$	136	$	26	$	536	$	—	$	—	$	—	$	—	$	—	$	2,689

Ending balance: Collectively evaluated for expected credit loss	$	2,735	$	2,478	$	487	$	5,272	$	643	$	116	$	153	$	52	$	—	$	11,936

Loans:
Ending balance**	$	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

*The amount shown as the provision for the period, reflects the provision on credit losses for loans, while the income statement provision for credit losses includes the provision for unfunded commitments.

** The ending balance for loans in the unallocated column represents deferred costs and fees.

The Company did 0t have loans acquired with deteriorated credit quality at either ~~September~~June 30, ~~2020~~2021 or December 31, ~~2019.~~2020.

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



	September 30, 2020							June 30, 2021
	30-59 Days	60-89 Days	90+ Days		Total		Total	30-59 Days		60-89 Days		90+ Days				Total				Total
	past due	past due	still accruing	Non-accrual	past due	Current	loans	past due		past due		still accruing		Non-accrual		past due		Current		loans
SBL non-real estate	$ 2,631	$ 440	-	$ 2,935	$ 6,006	$ 287,482	$ 293,488	$	711	$	891	$	1,005	$	2,535	$	5,142	$	223,816	$	228,958
SBL commercial mortgage	2,087	850	-	7,517	10,454	259,810	270,264		—		520		417		3,167		4,104		339,383		343,487
SBL construction	-	-	-	711	711	26,458	27,169		—		—		—		711		711		17,783		18,494
Direct lease financing	946	503	24	804	2,277	428,398	430,675		492		439		128		635		1,694		504,730		506,424
SBLOC / IBLOC	3,174	362	-	-	3,536	1,424,717	1,428,253		6,936		—		—		—		6,936		1,722,692		1,729,628
Advisor financing	-	-	-	-	-	26,600	26,600		—		—		—		—		—		72,190		72,190
Other specialty lending	-	-	-	-	-	2,194	2,194		—		—		—		—		—		2,092		2,092
Consumer - other	-	-	-	-	-	650	650		—		13		—		—		13		972		985
Consumer - home equity	-	-	-	308	308	2,851	3,159		—		—		—		298		298		2,465		2,763
Unamortized loan fees and costs	-	-	-	-	-	6,308	6,308		—		—		—		—		—		10,323		10,323
	$ 8,838	$ 2,155	$ 24	$ 12,275	$ 23,292	$ 2,465,468	$ 2,488,760	$	8,139	$	1,863	$	1,550	$	7,346	$	18,898	$	2,896,446	$	2,915,344

‎

3229



	December 31, 2019							December 31, 2020
	30-59 Days	60-89 Days	90+ Days		Total		Total	30-59 Days		60-89 Days		90+ Days				Total				Total
	past due	past due	still accruing	Non-accrual	past due	Current	loans	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	$	1,760	$	805	$	110	$	3,159	$	5,834	$	249,484	$	255,318
SBL commercial mortgage	-	1,983	-	1,047	3,030	215,080	218,110		87		961		—		7,305		8,353		292,464		300,817
SBL construction	-	-	-	711	711	44,599	45,310		—		—		—		711		711		19,562		20,273
Direct lease financing	2,008	2,692	3,264	-	7,964	426,496	434,460		2,845		941		78		751		4,615		457,567		462,182
SBLOC / IBLOC	290	75	-	-	365	1,024,055	1,024,420		650		247		309		—		1,206		1,548,880		1,550,086
Advisor financing									—		—		—		—		—		48,282		48,282
Other specialty lending	-	-	-	-	-	3,055	3,055		—		—		—		—		—		2,179		2,179
Consumer - other	-	-	-	-	-	1,137	1,137		—		—		—		—		—		1,164		1,164
Consumer - home equity	-	-	-	345	345	3,072	3,417		—		—		—		301		301		2,782		3,083
Unamortized loan fees and costs	-	-	-	-	-	9,757	9,757		—		—		—		—		—		8,939		8,939
	$ 2,334	$ 4,875	$ 3,264	$ 5,796	$ 16,269	$ 1,807,976	$ 1,824,245	$	5,342	$	2,954	$	497	$	12,227	$	21,020	$	2,631,303	$	2,652,323

The ~~following table provides information by credit risk rating indicator, as discussed previously in this note, for each segment~~scheduled maturities of the ~~loan portfolio, excluding loans at fair value, at December 31, 2019~~direct financing leases reconciled to the total lease receivables in the consolidated balance sheet, are as follows (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


Remaining 2021	$	87,508
2022		135,440
2023		101,403
2024		59,336
2025		26,316
2026 and thereafter		7,188
Total undiscounted cash flows		417,191
Residual value *		141,336
Difference between undiscounted cash flows and discounted cash flows		(52,103)
Present value of lease payments recorded as lease receivables	$	506,424

* ~~For information on targeted loan review thresholds see “Allowance for Loan Losses” in~~Of the ~~2019 Form 10-K in~~$141,336,000, $30,830,000 is not guaranteed by the ~~loans footnote~~lessee or other guarantors.

~~and 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 did 0t maintain any deposits for various affiliated companies as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, 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 lender. At ~~September~~June 30, ~~2020,~~2021, 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 amounted to ~~$3.1~~$3.7 million at ~~September~~June 30, ~~2020~~2021 and ~~$2.3~~$4.7 million at December 31, ~~2019.~~2020.

The Bank has periodically ~~purchases~~purchased securities ~~under agreements to resell, and engaged in other securities transactions~~ through J.V.B. Financial Group, LLC ~~or JVB,~~(“JVB”), a broker dealer in which the Company’s Chairman is a registered representative and has a minority interest. Prices for these securities are verified to market rates and no separate commissions or fees are paid to that firm. The Company’s Chairman also serves as 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 the first ~~nine~~six months of 2021 and 2020, the Company did 0tnot purchase any securities from JVB. In the first nine months of 2019, the Company purchased $1.4 million of government guaranteed SBA loans for Community Reinvestment Act 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 has historically purchased securities under agreements to resell through JVB primarily consisting of 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 30, 2020 and had complied with all terms for all prior repurchase agreements. There were 0 repurchase agreements with JVB outstanding at September 30, 2020 and December 31, 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 ~~$1.4~~$1.3 million and ~~$915,000~~$734,000 for legal services for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

3330

Note 8. Fair Value Measurements

ASC 825, “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 although it has sold loans in the past and may do so in the future. For fair value disclosure purposes, the Company utilized certain value measurement criteria required under ASC 820, “Fair Value Measurements and Disclosures”, as discussed below.

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 ~~$301.0~~$589.0 million and ~~$944.5~~$345.5 million as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, 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. Level 3 investment security fair values are based on the present valuing of cash flows, which discounts expected cash flows from principal and interest using yield to maturity, or yield to call as appropriate, at the measurement date. In the ~~third~~second quarter of 2021 and 2020, there were 0 transfers between the three levels. In the third quarter of 2019, there were $100.7 million of transfers from level two to level three. The securities were transferred due to the difficulty in obtaining reliable pricing service information related to significant observable inputs. The securities transferred were those which were acquired in the commercial real estate securitizations.

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, at fair value are valued using a discounted cash flow analysis based upon pricing for similar loans where market indications of the sales price of such loans are not available.

The net loan portfolio 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 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 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 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 consolidated statements of operations reflects changes in estimated fair value. Interest paid to the bank on the notes is credited to principal.

Assets held-for-sale from discontinued operations are recorded at the lower of cost basis or market value. For loans, market value was determined using the 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. Loan fair values are based on “unobservable inputs” that are based on available 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 is based upon appraisals of the underlying collateral by third-party appraisers, reduced by 7% to 10% for estimated selling costs.

The estimated fair values of demand deposits (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 borrowings are equal to their carrying amounts as they are short-term borrowings.

Time deposits, when outstanding, senior debt and subordinated debentures have a fair value estimated using a discounted cash flow calculation that applies current interest rates to discount expected cash flows. 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~~in other assets or other liabilities, 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) as of the dates indicated:



	September 30, 2020					June 30, 2021
			Quoted prices in	Significant other	Significant					Quoted prices in		Significant other		Significant
			active markets for	observable	unobservable					active markets for		observable		unobservable
	Carrying	Estimated	identical assets	inputs	inputs	Carrying		Estimated		identical assets		inputs		inputs
	amount	fair value	(Level 1)	(Level 2)	(Level 3)	amount		fair value		(Level 1)		(Level 2)		(Level 3)
Investment securities, available-for-sale	$ 1,264,903	$ 1,264,903	$ -	$ 1,080,555	$ 184,348	$	1,106,075	$	1,106,075	$	—	$	1,003,536	$	102,539
Federal Home Loan Bank and Atlantic Central Bankers Bank stock	1,368	1,368	-	-	1,368		1,667		1,667		—		—		1,667
Commercial loans, at fair value	1,849,947	1,849,947	-	-	1,849,947		1,690,216		1,690,216		—		—		1,690,216
Loans, net of deferred loan fees and costs	2,488,760	2,486,275	-	-	2,486,275		2,915,344		2,910,287		—		—		2,910,287
Investment in unconsolidated entity	31,783	31,783	-	-	31,783		24,988		24,988		—		—		24,988
Assets held-for-sale from discontinued operations	122,253	122,253	-	-	122,253		97,496		97,496		—		—		97,496
Interest rate swaps, liability	2,465	2,465	-	2,465	-		1,018		1,018		—		1,018		—
Demand and interest checking	4,882,834	4,882,834	-	4,882,834	-		5,225,024		5,225,024		—		5,225,024		—
Savings and money market	505,928	505,928	-	505,928	-		459,688		459,688		—		459,688		—
Senior debt	98,222	101,910	-	101,910	-		98,498		104,793		—		104,793		—
Subordinated debentures	13,401	8,235	-	-	8,235		13,401		8,629		—		—		8,629
Securities sold under agreements to repurchase	42	42	42	-	-		42		42		42		—		—

3532



	December 31, 2019					December 31, 2020
			Quoted prices in	Significant other	Significant					Quoted prices in		Significant other		Significant
			active markets for	observable	unobservable					active markets for		observable		unobservable
	Carrying	Estimated	identical assets	inputs	inputs	Carrying		Estimated		identical assets		inputs		inputs
	amount	fair value	(Level 1)	(Level 2)	(Level 3)	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	$	1,206,164	$	1,206,164	$	—	$	1,027,213	$	178,951
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		1,368		1,368		—		—		1,368
Commercial loans, at fair value	1,180,546	1,180,546	-	-	1,180,546		1,810,812		1,810,812		—		—		1,810,812
Loans, net of deferred loan fees and costs	1,824,245	1,826,154	-	-	1,826,154		2,652,323		2,650,613		—		—		2,650,613
Investment in unconsolidated entity	39,154	39,154	-	-	39,154		31,294		31,294		—		—		31,294
Assets held-for-sale from discontinued operations	140,657	140,657	-	-	140,657		113,650		113,650		—		—		113,650
Interest rate swaps, liability	232	232	-	232	-		2,223		2,223		—		2,223		—
Demand and interest checking	4,402,740	4,402,740	-	4,402,740	-		5,205,010		5,205,010		—		5,205,010		—
Savings and money market	174,290	174,290	-	174,290	-		257,050		257,050		—		257,050		—
Time deposits	475,000	475,000	-	-	475,000
Senior debt	-	-	-	-	-		98,314		104,111		—		104,111		—
Subordinated debentures	13,401	9,736	-	-	9,736		13,401		9,102		—		—		9,102
Securities sold under agreements to repurchase	82	82	82	-	-		42		42		42		—		—

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			Fair Value Measurements at Reporting Date Using
		active markets for	observable	unobservable			Quoted prices in		Significant other		Significant
	Fair value	identical assets	inputs	inputs				active markets for	observable		unobservable
	September 30, 2020	(Level 1)	(Level 2)	(Level 3)	Fair value		identical assets		inputs		inputs
						June 30, 2021	(Level 1)		(Level 2)		(Level 3)
Investment securities, available-for-sale
U.S. Government agency securities	$ 48,377	$ -	$ 48,377	$ -	$	43,092	$	—	$	43,092	$	—
Asset-backed securities	238,179	-	238,179	-		318,458		—		318,458		—
Obligations of states and political subdivisions	58,458	-	58,458	-		53,140		—		53,140		—
Residential mortgage-backed securities	285,701	-	285,701	-		226,600		—		226,600		—
Collateralized mortgage obligation securities	169,213	-	169,213	-		104,274		—		104,274		—
Commercial mortgage-backed securities	383,281	-	280,627	102,654		353,929		—		257,972		95,957
Corporate debt securities	81,694	-	-	81,694		6,582		—		—		6,582
Total investment securities available-for-sale	1,264,903	-	1,080,555	184,348
Total investment securities, available-for-sale						1,106,075		—		1,003,536		102,539
Commercial loans, at fair value	1,849,947	-	-	1,849,947		1,690,216		—		—		1,690,216
Investment in unconsolidated entity	31,783	-	-	31,783		24,988		—		—		24,988
Assets held-for-sale from discontinued operations	122,253	-	-	122,253		97,496		—		—		97,496
Interest rate swaps, liability	2,465	-	2,465	-		1,018		—		1,018		—
	$ 3,266,421	$ -	$ 1,078,090	$ 2,188,331	$	2,917,757	$	—	$	1,002,518	$	1,915,239

3633



		Fair Value Measurements at Reporting Date Using
		Quoted prices in	Significant other	Significant			Fair Value Measurements at Reporting Date Using
		active markets for	observable	unobservable			Quoted prices in		Significant other		Significant
	Fair value	identical assets	inputs	inputs				active markets for	observable		unobservable
	December 31, 2019	(Level 1)	(Level 2)	(Level 3)	Fair value		identical assets		inputs		inputs
						December 31, 2020	(Level 1)		(Level 2)		(Level 3)
Investment securities, available-for-sale
U.S. Government agency securities	$ 52,910	$ -	$ 52,910	$ -	$	47,197	$	—	$	47,197	$	—
Asset-backed securities	244,349	-	244,349	-		238,361		—		238,361		—
Obligations of states and political subdivisions	65,568	-	65,568	-		56,354		—		56,354		—
Residential mortgage-backed securities	336,596	-	336,596	-		266,583		—		266,583		—
Collateralized mortgage obligation securities	222,727	-	222,727	-		148,530		—		148,530		—
Commercial mortgage-backed securities	398,542	-	281,209	117,333		367,280		—		270,188		97,092
Total investment securities available-for-sale	1,320,692	-	1,203,359	117,333
Corporate debt securities						81,859		—		—		81,859
Total investment securities, available-for-sale						1,206,164		—		1,027,213		178,951
Commercial loans, at fair value	1,180,546	-	-	1,180,546		1,810,812		—		—		1,810,812
Investment in unconsolidated entity	39,154	-	-	39,154		31,294		—		—		31,294
Assets held-for-sale from discontinued operations	140,657	-	-	140,657		113,650		—		—		113,650
Interest rate swaps, liability	232	-	232	-		2,223		—		2,223		—
	$ 2,680,817	$ -	$ 1,203,127	$ 1,477,690	$	3,159,697	$	—	$	1,024,990	$	2,134,707

In addition, ASC 820 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.

‎

3734

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



	Fair Value Measurements Using				Fair Value Measurements Using
	Significant Unobservable Inputs				Significant Unobservable Inputs
	(Level 3)				(Level 3)

	Available-for-sale		Commercial loans		Available-for-sale				Commercial loans
	securities		at fair value		securities				at fair value
	September 30, 2020	December 31, 2019	September 30, 2020	December 31, 2019	June 30, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Beginning balance	$ 117,333	$ 24,390	$ 1,180,546	$ 688,471	$	178,951	$	117,333	$	1,810,812	$	1,180,546
Transfers into level 3	-	100,664	-	-
Transfers out of level 3	-	-	-	-
Reclass of held-to-maturity securities to available-for-sale	85,151	-	-	-		—		85,151		—		—
Total gains or (losses) (realized/unrealized)
Total (losses) or gains (realized/unrealized)
Included in earnings	-	-	(3,180)	25,986		—		—		2,534		(1,883)
Included in other comprehensive income	2,215	688	-	-
Included in other comprehensive loss						(428)		(2,121)		—		—
Purchases, issuances, sales and settlements
Purchases	-	-	-	-
Issuances	-	-	683,696	1,795,376		—		—		45,643		721,590
Sales	-	-	-	(1,329,287)
Settlements	(20,351)	(8,409)	(11,115)	-		(75,984)		(21,412)		(168,773)		(89,441)
Ending balance	$ 184,348	$ 117,333	$ 1,849,947	$ 1,180,546	$	102,539	$	178,951	$	1,690,216	$	1,810,812

Total gains or (losses) year to date included
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.	$ -	$ -	$ (3,054)	$ 963	$	—	$	—	$	(1,188)	$	(3,567)

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


	Fair Value Measurements Using					Fair Value Measurements Using
	Significant Unobservable Inputs					Significant Unobservable Inputs
	(Level 3)					(Level 3)

	Investment in			Assets held-for-sale		Investment in				Assets held-for-sale
	unconsolidated entity			from discontinued operations		unconsolidated entity				from discontinued operations
		September 30, 2020	December 31, 2019	September 30, 2020	December 31, 2019	June 30, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Beginning balance		$ 39,154	$ 59,273	$ 140,657	$ 197,831	$	31,294	$	39,154	$	113,650	$	140,657
Transfers into level 3		-	-	-	-
Transfers out of level 3		-	-	-	-
Total gains or (losses) (realized/unrealized)
Total (losses) or gains (realized/unrealized)
Included in earnings		(45)	-	(2,332)	(487)		—		(45)		975		(3,326)
Included in other comprehensive income		-	-	-	-
Purchases, issuances, sales, settlements and charge-offs
Purchases		-	-	-	-
Issuances		-	-	2,046	2,125		—		—		2,757		4,942
Sales		-	-	(1,252)	(7,136)		—		—		(85)		(1,482)
Settlements		(7,326)	(20,119)	(16,571)	(49,021)		(6,306)		(7,815)		(19,801)		(26,846)
Charge-offs		-	-	(295)	(2,655)		—		—		—		(295)
Ending balance		$ 31,783	$ 39,154	$ 122,253	$ 140,657	$	24,988	$	31,294	$	97,496	$	113,650

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)	$ -	$ (1,899)	$ (487)	$	—	$	(45)	$	191	$	(2,664)

3835

Level 3 instruments only
Weighted
Fair value at
Range at
average at
September 30, 2020
Valuation techniques
Unobservable inputs
September 30, 2020
September 30, 2020
Commercial mortgage backed investment
$ 102,654
Discounted cash flow
Discount rate
4.19% - 8.29%
4.72%
securities available-for-sale (a)
Insurance liquidating trust preferred security,
6,156
Discounted cash flow
Discount rate
7.47%
7.47%
available-for-sale (b)
Corporate debt securities (c)
75,538
Traders' pricing
Price indications
$100.55 - $101.00
$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)
2,486,275
Discounted cash flow
Discount rate
1.00% - 7.00%
2.63%
Commercial - SBA (e)
250,958
Traders' pricing
Offered quotes
$100.00 - $117.5
$105.60
Commercial - fixed (f)
84,901
Discounted cash flow
Discount rate
5.01% - 7.30%
5.90%
Commercial - floating (g)
1,514,088
Discounted cash flow
Discount rate
3.00% - 7.80%
4.81%
Commercial loans, at fair value
1,849,947
Investment in unconsolidated entity (h)
31,783
Discounted cash flow
Discount rate
3.93%
3.93%
Default rate
1.00%
1.00%
Assets held-for-sale from discontinued operations (i)
122,253
Discounted cash flow
Discount rate,
2.73% - 7.58%
4.19%
Credit analysis
Subordinated debentures (j)
8,235
Discounted cash flow
Discount rate
7.47%
7.47%



	Level 3 instruments only
						Weighted
	Fair value at				Range at	average at
	June 30, 2021		Valuation techniques	Unobservable inputs	June 30, 2021	June 30, 2021

Commercial mortgage backed investment
securities (a)	$	95,957	Discounted cash flow	Discount rate	3.10%-7.71%	4.04%
Insurance liquidating trust preferred security (b)		6,582	Discounted cash flow	Discount rate	7.00%	7.00%
Federal Home Loan Bank and Atlantic
Central Bankers Bank stock		1,667	Cost	N/A	N/A	N/A
Loans, net of deferred loan fees and costs (c)		2,910,287	Discounted cash flow	Discount rate	1.00% - 7.00%	3.08%

Commercial - SBA (d)		225,534	Traders' pricing	Offered quotes	$100.00 - $114.10	$104.00
Commercial - fixed (e)		79,348	Discounted cash flow	Discount rate	5.27%-7.54%	5.86%
Commercial - floating (f)		1,385,334	Discounted cash flow	Discount rate	4.35%-9.80%	4.90%
Commercial loans, at fair value		1,690,216

Investment in unconsolidated entity (g)		24,988	Discounted cash flow	Discount rate	4.00%	4.00%
				Default rate	1.00%	1.00%
Assets held-for-sale from discontinued operations (h)		97,496	Discounted cash flow	Discount rate,	2.71% - 6.80%	3.97%
				Credit analysis
Subordinated debentures (i)		8,629	Discounted cash flow	Discount rate	7.00%	7.00%


	Level 3 instruments only
						Level 3 instruments only
	Fair value at			Range at						Weighted
	December 31, 2019	Valuation techniques	Unobservable inputs	December 31, 2019	Fair value at				Range at	average at
					December 31, 2020		Valuation techniques	Unobservable inputs	December 31, 2020	December 31, 2020
Commercial mortgage backed investment	$ 117,333	Discounted cash flow	Discount rate	4.05% - 8.18%
securities available-for-sale
Insurance liquidating trust preferred security,	7,152	Discounted cash flow	Discount rate	8.01%
available-for-sale
securities					$	97,092	Discounted cash flow	Discount rate	3.68%-8.30%	4.62%
Insurance liquidating trust preferred security						6,765	Discounted cash flow	Discount rate	6.61%	6.61%
Corporate debt securities						75,094	Traders' pricing	Price indications	$100.13	$100.13
Federal Home Loan Bank and Atlantic	5,342	Cost	N/A	N/A
Central Bankers Bank stock						1,368	Cost	N/A	N/A	N/A
Loans, net of deferred loan fees and costs	1,826,154	Discounted cash flow	Discount rate	3.11% - 6.93%		2,650,613	Discounted cash flow	Discount rate	1.00% - 6.36%	2.82%

Commercial - SBA	220,358	Traders' pricing	Offered quotes	$101.6 - $107.9		243,562	Traders' pricing	Offered quotes	$100.00 - $117.80	$105.60
Commercial - fixed	88,986	Discounted cash flow	Discount rate	4.33% - 7.13%		87,288	Discounted cash flow	Discount rate	5.16%-7.32%	6.03%
Commercial - floating	871,202	Discounted cash flow	Discount rate	4.51% - 6.81%		1,479,962	Discounted cash flow	Discount rate	3.96% -9.70%	4.91%
Commercial loans, at fair value	1,180,546					1,810,812

Investment in unconsolidated entity	39,154	Discounted cash flow	Discount rate	5.84%		31,294	Discounted cash flow	Discount rate	3.93%	3.93%
			Default rate	1.00%				Default rate	1.00%	1.00%
Assets held-for-sale from discontinued operations	140,657	Discounted cash flow	Discount rate,	3.49% -7.58%		113,650	Discounted cash flow	Discount rate,	2.55%-6.83%	4.15%
			Credit analysis					Credit analysis
Subordinated debentures	9,736	Discounted cash flow	Discount rate	8.01%		9,102	Discounted cash flow	Discount rate	6.61%	6.61%

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 recorded at fair value, 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 recorded at amortized

cost which are unrelated to credit are a disclosure item, without impact on the financial statements. The notes below refer to the ~~September~~June 30, ~~2020~~2021 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 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.

d)Loans, net of deferred loan 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 ~~September~~June 30, ~~2020,~~2021, the balance included ~~$207.9~~$129.4 million of Paycheck Protection Program loans, which bear interest at 1%, but also earn fees.

e)d)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)e)Commercial-fixed are fixed rate non-SBA commercial ~~mortgages originated for sale.~~real estate mortgages. 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. Certain of these loans are fair valued by a third-party, based upon discounting at market rates for similar loans.

g)f)Commercial-floating are floating rate non-SBA 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 generally valued internally 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. Certain ~~non multi family~~of these loans are fair valued by a ~~third party,~~third-party, based upon discounting at market rates for similar loans.

h)g)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)h)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)i)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					Fair Value Measurements at Reporting Date Using
		Quoted prices in active	Significant other	Significant			Quoted prices in active		Significant other		Significant
		markets for identical	observable	unobservable			markets for identical		observable		unobservable
	Fair value	assets	inputs	inputs (1)	Fair value		assets		inputs		inputs (1)
Description	September 30, 2020	(Level 1)	(Level 2)	(Level 3)	June 30, 2021		(Level 1)		(Level 2)		(Level 3)
Collateral dependent loans (1)					$	5,679	$	—	$	—	$	5,679
Intangible assets						2,646		—		—		2,646
					$	8,325	$	—	$	—	$	8,325
Collateral dependent loans (1)	$ 9,922	$ -	$ -	$ 9,922

4037



		Fair Value Measurements at Reporting Date Using					Fair Value Measurements at Reporting Date Using
		Quoted prices in active	Significant other	Significant			Quoted prices in active		Significant other		Significant
		markets for identical	observable	unobservable			markets for identical		observable		unobservable
	Fair value	assets	inputs	inputs (1)	Fair value		assets		inputs		inputs (1)
Description	December 31, 2019	(Level 1)	(Level 2)	(Level 3)	December 31, 2020		(Level 1)		(Level 2)		(Level 3)

Collateral dependent loans (1)	$ 3,651	$ -	$ -	$ 3,651	$	9,578	$	—	$	—	$	9,578
Intangible assets	2,315	-	-	2,315		2,845		—		—		2,845
	$ 5,966	$ -	$ -	$ 5,966	$	12,423	$	—	$	—	$	12,423

(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, ~~2020,~~2021, principal on collateral dependent loans and troubled debt restructurings, which is accounted for on the basis of the value of underlying collateral, is shown at estimated fair value of ~~$9.9~~$5.7 million. To arrive at that fair value, related loan principal of ~~$12.8~~$7.8 million was reduced by specific reserves of ~~$2.9~~$2.1 million within the allowance for credit losses as of that date, representing the deficiency between principal and estimated collateral values, which were reduced by estimated costs to sell. When the deficiency is deemed uncollectible, it is charged off by reducing the specific reserve and decreasing principal. Included in the collateral dependent loans at ~~September~~June 30, ~~2020~~2021 were 1110 troubled debt restructured loans with a balance of ~~$1.7~~$1.5 million, which had specific reserves of ~~$479,000.~~$327,000. Valuation techniques consistent with the market and/or cost approach were used to measure fair value and primarily included observable inputs for the individual 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. There was 0 other real estate owned in continuing operations at either ~~September~~June 30, ~~2020~~2021 or December 31, ~~2019.~~2020.

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~~non-SBA CRE loans held at fair value. These instruments are not accounted for as effective hedges. As of ~~September~~June 30, ~~2020,~~2021, the Company had entered into 6four interest rate swap agreements with an aggregate notional amount of ~~$37.8~~$31.6 million. These swap agreements provide for the Company to receive an adjustable rate of interest based upon the three-month LIBOR. The Company recorded a ~~loss~~net gain of ~~$2.2~~$1.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 to recognize the fair value of the derivative instruments which is reported in net realized and unrealized gains (losses) on commercial loans, ~~originated for sale~~at fair value, in the consolidated statements of operations. The amount payable by the Company under these swap agreements was ~~$2.5 million~~$893,000 at ~~September~~June 30, ~~2020,~~2021, which is reported in other liabilities. The Company had minimum collateral posting thresholds with certain of its derivative counterparties and had posted cash collateral of $2.8 million as of ~~September~~June 30, ~~2020.~~2021.

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, ~~2020~~2021 are summarized below (dollars in thousands):



	September 30, 2020				June 30, 2021
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%	0.25%	(78)		10,300		1.12%		0.18%		(9)
December 23, 2025	6,800	2.16%	0.22%	(636)		6,800		2.16%		0.14%		(386)
December 24, 2025	8,200	2.17%	0.22%	(775)		8,200		2.17%		0.13%		(473)
January 28, 2026	3,000	1.87%	0.25%	(239)
July 20, 2026	6,300	1.44%	0.27%	(377)		6,300		1.44%		0.19%		(150)
December 12, 2026	3,200	2.26%	0.25%	(360)
Total	$ 37,800			$ (2,465)	$	31,600					$	(1,018)

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, ending in October 2020. Amortization expense is $217,000 per year ($16,000 over the remainder of the amortization period). The gross carrying amount of the software is $1.8 million, and as of September 30, 2020 and December 31, 2019, respectively, the accumulated amortization was $1.8 million and $1.7 million.

In May 2016, the Company purchased approximately $60.0 million of lease receivables which resulted in a customer list intangible of $3.4 million that is being amortized over a 10 year period. Amortization expense is $340,000 per year ($~~1.7~~1.6 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, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, the accumulated amortization was ~~$1.5~~$1.8 million and ~~$1.2~~$1.6 million.

In January 2020, the Company purchased McMahon Leasing and subsidiaries for approximately ~~$4.6 million.~~$8.7 million allocated as follows: $3.9 million extinguishment of debt, $3.1 million investment in subsidiary, $1.1 million to intangibles and $550,000 primarily comprised of fair value adjustments to the lease receivables and inventory. In the acquisition, the Company acquired $9.9 million of ~~leases,~~lease receivables, $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~~$1.6 million which was ~~allocated as follows.~~comprised of the aforementioned $1.1 million of intangibles and $550,000 of fair value adjustments. The fair value of the leases was $453,000 over their book value ~~and~~which is being amortized over the lives of the ~~leases. A~~leases, with the balance of the $550,000 reflecting automobile inventory fair value adjustments. The $1.1 million of intangibles is comprised of a customer list intangible of $689,000, goodwill of $263,000 and a trade name valuation of $135,000. The customer list intangible is being amortized over a 12 year ~~period.~~period and accumulated depreciationwas $86,000 at June 30, 2021. 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 September 30, 2020 and the accumulated amortization was $43,000. The remainder of the $1.5 million excess of consideration over book value was a trade name valuation of $135,000 and an inventory valuation adjustment of $100,000. 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 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 information~~about leasing arrangements. The amendments in this ASU~~ ~~were~~ effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. 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 was not required to be updated and the disclosures required under the new standard were provided beginning 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 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 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 adoption of this guidance did not have an impact on the 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
$ 41,520
2021
120,670
2022
87,382
2023
56,629
2024
27,709
2025 and thereafter
8,026
Total undiscounted cash flows
341,936
Residual value *
134,546
Difference between undiscounted cash flows and discounted cash flows
(45,807)
Present value of lease payments recorded as lease receivables
$ 430,675

*Of the $134,546,000, $30,050,000 is not guaranteed by the lessee or other guarantors.

In June 2016, the FASB issued an update ASU 2016-13 – “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial 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 a 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. Also, the Update eliminates the existing guidance for purchased credit impaired loans, but requires an allowance for purchased financial assets with more than insignificant deterioration since origination. In addition, the Update modifies the OTTI 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 based on improvements in credit. The guidance was effective in the first quarter of 2020 with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. As a result of the Company’s adoption of the guidance in the first quarter of 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 commercial loans held at fair value 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 4four LIBOR-based securities, which comprised its held-to-maturity portfolio, in the first quarter of 2020. The Company is assessing the potential impact of the phase-out of LIBOR, expected to become effective in 2023, and related accounting guidance.

Note 12. Shareholder’s Equity

On November 5, 2020, the Company’s Board of Directors authorized a common stock repurchase program (the “Common Stock Repurchase Program”). Under the Common Stock Repurchase Program, repurchased shares may be reissued for various corporate purposes. The Company is authorized to repurchase up to $10.0 million in each quarter of 2021 depending on the share price, securities laws and stock exchange rules which regulate such repurchases. This plan may be modified or terminated at any time. During the three and six months ended June 30, 2021, the Company repurchased 449,315 shares and 1,043,743 shares, respectively, of its common stock in the open market under the repurchase plan at an average cost of $22.26 per share and $19.16 per share, respectively. In the first quarter of 2021, the Company changed its presentation of treasury stock acquired through common stock repurchases. To simplify presentation, common stock repurchases previously shown separately as treasury stock are now shown as reductions in common stock and additional paid-in capital.

Note ~~12.~~13. 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.

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.

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
	to average	to risk-weighted	to risk-weighted	tier 1 to risk
	assets ratio	assets ratio	assets ratio	weighted assets

As of June 30, 2021
The Bancorp, Inc.	8.52%	15.39%	15.78%	15.39%
The Bancorp Bank	8.73%	15.75%	16.14%	15.75%
"Well capitalized" institution (under FDIC regulations-Basel III)	5.00%	8.00%	10.00%	6.50%

As of December 31, 2020
The Bancorp, Inc.	9.20%	14.43%	14.84%	14.43%
The Bancorp Bank	9.11%	14.27%	14.68%	14.27%
"Well capitalized" institution (under FDIC regulations-Basel III)	5.00%	8.00%	10.00%	6.50%

Note ~~13.~~14. 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 has filed an answer denying the allegations and continues to vigorously defend the claims. The Bank and other defendants previously filed a motion to dismiss the action, but the motion was denied, and the case is in preliminary stages of discovery. At this time, the Company is unable to determine whether the ultimate resolution of the matter will have a material adverse effect on the Company’s 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. The Company refers to these inquiries collectively as the SEC matters. On October 9, 2019, the Company received a subpoena seeking records related generally to ~~The Bancorp~~the Bank’s debit card issuance activity and gross dollar volume data, among other things. The Company responded to the subpoena and 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~~the Bank’s CMBS business seeking records related to various offerings as well as CMBS securities held by the Bank. Since inception of these SEC matters to the present, the Company has been cooperating fully with the SEC. The SEC has not made any findings, or alleged any wrongdoings, with respect to the SEC matters. The costs related to responding to and cooperating with the SEC staff may be material, and could continue to be material at least through the completion of the SEC matters.

On June 2, 2020, the Bank was served with a complaint filed in the Supreme Court of the State of New York, titled Cascade Funding, LP – Series 6, Plaintiff v. The Bancorp Bank, Defendant. The lawsuit arises from a Purchase and Sale Agreement between Cascade Funding, LP – Series 6 (“Cascade”) and the Bank, pursuant to which Cascade was to 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 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 and the case is in ~~preliminiary stages of discovery. Given~~ the ~~early stages of~~discovery phase. At this ~~matter,~~time, the Company is not yet able to determine whether the ultimate resolution of this matter will have a material adverse effect on the Company’s financial conditions or operations.

On January 12, 2021, three former employees of the Bank filed separate complaints against the Company in the Supreme Court of the State of New York, New York County. The Company subsequently removed all three lawsuits to the United States District Court for the Southern District of New York. The cases are captioned: John Edward Barker, Plaintiff v. The Bancorp, Inc., Defendant; Alexander John Kamai, Plaintiff v. The Bancorp, Inc., Defendant; and John Patrick McGlynn III, Plaintiff v. The Bancorp, Inc., Defendant. The lawsuits arise from the Bank’s termination of the plaintiffs’ employment in connection with the restructuring of its CMBS business. The plaintiffs seek damages in the following amounts: $4,135,142 (Barker), $901,088 (Kamai) and $2,909,627 (McGlynn). The Company intends to vigorously defend these matters. On June 11, 2021, the Company filed a motion to dismiss in each case. The motions are still pending before the court. Given the early stage of the lawsuits, the Company is not yet able to determine whether the ultimate resolution of this matter will have a material adverse effect on the Company’s financial conditions or operations.

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

Note ~~14.~~15. 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,~~16, 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 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, or~~ the ~~retention~~origination of ~~such~~non-SBA CRE loans, ~~if not sold or securitized,~~ SBA loans, direct lease financing and security-backed lines of credit, cash value insurance policy-backed lines of credit and deposits generated by those business lines. Payments include prepaid card accounts, card payments, ACH processing and deposits generated by those business lines. Corporate includes the Company’s investment portfolio, corporate overhead and non-allocated expenses. Investment income is 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, 2020					For the three months ended June 30, 2021
	Specialty finance	Payments	Corporate	Discontinued operations	Total	Specialty finance		Payments		Corporate		Discontinued operations		Total
	(in thousands)						(in thousands)
Interest income	$ 44,408	$ -	$ 8,070	$ -	$ 52,478	$	49,406	$	—	$	7,574	$	—	$	56,980
Interest allocation	-	8,070	(8,070)	-	-		—		7,574		(7,574)		—		—
Interest expense	232	1,234	1,016	-	2,482		248		1,158		1,505		—		2,911
Net interest income (loss)	44,176	6,836	(1,016)	-	49,996		49,158		6,416		(1,505)		—		54,069
Provision for credit losses	1,297	-	-	-	1,297		(951)		—		—		—		(951)
Non-interest income	2,395	21,933	24	-	24,352		4,438		21,391		32		—		25,861
Non-interest expense	17,236	16,939	7,851	-	42,026		17,042		18,328		8,513		—		43,883
Income (loss) from continuing operations before taxes	28,038	11,830	(8,843)	-	31,025		37,505		9,479		(9,986)		—		36,998
Income tax expense	-	-	7,894	-	7,894		—		—		7,840		—		7,840
Income (loss) from continuing operations	28,038	11,830	(16,737)	-	23,131		37,505		9,479		(17,826)		—		29,158
Income from discontinued operations	-	-	-	123	123		—		—		—		277		277
Net income (loss)	$ 28,038	$ 11,830	$ (16,737)	$ 123	$ 23,254	$	37,505	$	9,479	$	(17,826)	$	277	$	29,435



	For the three months ended September 30, 2019					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	$ 35,210	$ -	$ 13,165	$ -	$ 48,375	$	41,552	$	—	$	10,347	$	—	$	51,899
Interest allocation	-	13,165	(13,165)	-	-		—		10,347		(10,347)		—		—
Interest expense	353	7,236	3,226	-	10,815		219		1,081		353		—		1,653
Net interest income (loss)	34,857	5,929	(3,226)	-	37,560		41,333		9,266		(353)		—		50,246
Provision for credit losses	650	-	-	-	650		922		—		—		—		922
Non-interest income	14,719	18,767	29	-	33,515		(178)		20,416		128		—		20,366
Non-interest expense	15,791	16,289	9,971	-	42,051		17,590		17,261		7,769		—		42,620
Income (loss) from continuing operations before taxes	33,135	8,407	(13,168)	-	28,374		22,643		12,421		(7,994)		—		27,070
Income tax expense	-	-	7,975	-	7,975		—		—		6,787		—		6,787
Income (loss) from continuing operations	33,135	8,407	(21,143)	-	20,399		22,643		12,421		(14,781)		—		20,283
Income from discontinued operations	-	-	-	26	26
Loss from discontinued operations							—		—		—		(215)		(215)
Net income (loss)	$ 33,135	$ 8,407	$ (21,143)	$ 26	$ 20,425	$	22,643	$	12,421	$	(14,781)	$	(215)	$	20,068



	For the nine months ended September 30, 2020					For the six months ended June 30, 2021
	Specialty finance	Payments	Corporate	Discontinued operations	Total	Specialty finance		Payments		Corporate		Discontinued operations		Total
	(in thousands)						(in thousands)
Interest income	$ 125,254	$ -	$ 30,589	$ -	$ 155,843	$	97,236	$	—	$	16,667	$	—	$	113,903
Interest allocation	-	30,589	(30,589)	-	-		—		16,667		(16,667)		—		—
Interest expense	791	7,381	4,518	-	12,690		484		2,382		3,211		—		6,077
Net interest income (loss)	124,463	23,208	(4,518)	-	143,153		96,752		14,285		(3,211)		—		107,826
Provision for credit losses	5,798	-	-	-	5,798		(129)		—		—		—		(129)
Non-interest income	(1,622)	62,770	169	-	61,317		7,456		42,434		45		—		49,935
Non-interest expense	51,742	51,345	19,977	-	123,064		34,392		36,380		14,994		—		85,766
Income (loss) from continuing operations before taxes	65,301	34,633	(24,326)	-	75,608		69,945		20,339		(18,160)		—		72,124
Income tax expense	-	-	19,033	-	19,033		—		—		16,906		—		16,906
Income (loss) from continuing operations	65,301	34,633	(43,359)	-	56,575		69,945		20,339		(35,066)		—		55,218
Loss from discontinued operations	-	-	-	(662)	(662)
Income from discontinued operations							—		—		—		182		182
Net income (loss)	$ 65,301	$ 34,633	$ (43,359)	$ (662)	$ 55,913	$	69,945	$	20,339	$	(35,066)	$	182	$	55,400



	For the nine months ended September 30, 2019					For the six 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	$ 95,573	$ -	$ 40,460	$ -	$ 136,033	$	80,846	$	—	$	22,519	$	—	$	103,365
Interest allocation	-	40,460	(40,460)	-	-		—		22,519		(22,519)		—		—
Interest expense	1,087	23,947	4,890	-	29,924		559		6,147		3,502		—		10,208
Net interest income (loss)	94,486	16,513	(4,890)	-	106,109		80,287		16,372		(3,502)		—		93,157
Provision for credit losses	2,950	-	-	-	2,950		4,501		—		—		—		4,501
Non-interest income	27,794	55,733	102	-	83,629		(4,017)		40,837		145		—		36,965
Non-interest expense	47,196	50,211	23,392	-	120,799		34,506		34,406		12,126		—		81,038
Income (loss) from continuing operations before taxes	72,134	22,035	(28,180)	-	65,989		37,263		22,803		(15,483)		—		44,583
Income tax expense	-	-	17,585	-	17,585		—		—		11,139		—		11,139
Income (loss) from continuing operations	72,134	22,035	(45,765)	-	48,404		37,263		22,803		(26,622)		—		33,444
Income from discontinued operations	-	-	-	1,301	1,301
Loss from discontinued operations							—		—		—		(785)		(785)
Net income (loss)	$ 72,134	$ 22,035	$ (45,765)	$ 1,301	$ 49,705	$	37,263	$	22,803	$	(26,622)	$	(785)	$	32,659



	September 30, 2020					June 30, 2021
	Specialty finance	Payments	Corporate	Discontinued operations	Total	Specialty finance		Payments		Corporate		Discontinued operations		Total
	(in thousands)						(in thousands)
Total assets	$ 4,378,815	$ 37,547	$ 1,630,687	$ 122,253	$ 6,169,302	$	4,632,863	$	37,957	$	1,782,291	$	97,496	$	6,550,607
Total liabilities	$ 286,610	$ 4,752,944	$ 571,289	$ -	$ 5,610,843	$	300,211	$	5,284,404	$	346,883	$	—	$	5,931,498



	December 31, 2019					December 31, 2020
	Specialty finance	Payments	Corporate	Discontinued operations	Total	Specialty finance		Payments		Corporate		Discontinued operations		Total
	(in thousands)						(in thousands)
Total assets	$ 3,008,304	$ 57,746	$ 2,450,256	$ 140,657	$ 5,656,963	$	4,491,768	$	32,976	$	1,638,447	$	113,650	$	6,276,841
Total liabilities	$ 247,485	$ 4,030,921	$ 894,060	$ -	$ 5,172,466	$	304,908	$	4,877,674	$	513,095	$	—	$	5,695,677

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Note ~~15.~~16. 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 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 of are presented as assets held-for-sale on the consolidated balance sheets.

The following table presents financial results of the commercial lending business included in net ~~income (loss)~~loss from discontinued operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (in thousands).:



	For the three months ended September 30,		For the nine months ended September 30,		For the three months ended June 30,				For the six months ended June 30,
	2020	2019	2020	2019	2021		2020		2021		2020
Interest income	$ 890	$ 1,609	$ 3,259	$ 5,293	$	781	$	1,094	$	1,634	$	2,368
Interest expense	-	-	-	-		—		—		—		—
Net interest income	890	1,609	3,259	5,293		781		1,094		1,634		2,368

Non-interest income	4	9	18	33		1		1		3		14
Non-interest expense	2,565	1,467	5,997	3,451		421		1,369		1,400		3,431

Income (loss) before taxes	(1,671)	151	(2,720)	1,875		361		(274)		237		(1,049)
Income tax expense (benefit)	(1,794)	125	(2,058)	574		84		(59)		55		(264)
Net income (loss)	$ 123	$ 26	$ (662)	$ 1,301	$	277	$	(215)	$	182	$	(785)

The following table presents assets held-for-sale from discontinued operations at June 30, 2021 and December 31, 2020 (in thousands):



	September 30,	December 31,	June 30,		December 31,
	2020	2019	2021		2020
Loans, net	$ 98,388	$ 115,879	$	75,872	$	91,316
Other real estate owned	23,865	24,778		21,624		22,334
Total assets	$ 122,253	$ 140,657	$	97,496	$	113,650

Non-interest expense for the respective three and ~~nine months~~six month periods ended ~~September~~June 30, 2021 reflected $981,000 and $1.1 million of recoveries of prior losses on loans. For the respective three and six month periods ended June 30, 2020 ~~reflected $1.4 million and $2.3 million, respectively, of~~non-interest expense included loan fair value and realized losses ~~on loans.~~ of $171,000 and $707,000. Also in non-interest expense are expenses and losses related to other real estate owned of $919,000 and $1.5 million for the three and six month periods June 30, 2021 and $676,000 and $1.7 million for the three and six month periods June 30, 2020, respectively.Discontinued operations loans are recorded at the lower of their cost or fair value. Fair value is determined using a discontinued cash flow analysis where projections of cash flows are developed in consideration of internal loan review analysis and default/prepayment assumptions for smaller pools of loans. These credit and collateral related assumptions are subject to 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, ~~$122.3~~$97.5 million of loans and other real estate owned remain in assets held-for-sale on the ~~September~~June 30, ~~2020~~ 2021 consolidated balance sheet as a result of loan sales, principal paydowns and fair value charges as of ~~September~~June 30, ~~2020.~~2021. The Company is attempting to dispose of those remaining loans and other real estate owned.

Additionally, the consolidated balance sheet reflects ~~$31.8~~$25.0 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.~~17. Subsequent Events

The Company evaluated its ~~September~~June 30, ~~2020~~ 2021 consolidated financial statements for subsequent events through the date the consolidated financial statements were issued. ~~On November 5, 2020, the Company announced a common stock repurchase program. Repurchased shares may be reissued for various corporate purposes.~~ The Company ~~currently plans to spend up to $10.0 million per quarter for such repurchases depending on~~is not aware of any subsequent events which would require recognition or disclosure in the ~~share price, securities laws and stock exchange rules which regulate such repurchases. This plan may be modified or terminated at any time.~~financial statements.

‎

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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 ~~this Form 10-Q~~ our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 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 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, ~~2019.~~2020.

Recent and COVID-19 Pandemic Related Developments

~~The Coronavirus has impacted our financial performance, primarily through unrealized losses on commercial loans originated for sale which are now being held on~~As a result of increased COVID-19vaccination rates and significant reopening of the ~~balance sheet. Our~~economy during 2021, year-to-date 2021 net income of ~~$55.9~~$55.4 million, reflected second quarter 2021 reversals of 2020 CECL provisions for credit losses we had taken related to economic factors arising out of the COVID-19 pandemic. Those reversals were reflected in a $951,000 credit to the allowance for credit losses for second quarter 2021, compared to a provision of $922,000 in the second quarter of 2020. Net income of $32.7 million for the six month period ended June 30, 2020 additionally reflected pre-tax charges of approximately ~~$5.4~~$6.1 million for ~~such~~ unrealized losses ~~on our~~related to non-SBA commercial real estate (“CRE”) loans, ~~held~~ at fair value, which were directly related to the economic impact of COVID-19.

As of July 5, 2021, approximately 98% of loan payment deferrals for borrowers impacted by COVID-19, had expired, and substantially all of such borrowers made their July 5, 2021 payments. Of the ~~Coronavirus. Additional impact~~$47.4 million of non-guaranteed principal that was in deferral at March 31, 2021, only $968,000 remained in deferral at July 5, 2021, and payments had recommenced on all but $2.6 million of non-government guaranteed principal. We are considering further deferrals on only $1.7 million of such principal. Approximately 75% of the ~~Coronavirus included an approximate $1.1 million increase in~~SBA 7a loan portfolio is government guaranteed; however, the ~~provision for credit losses related to economic factors. These charges were recognized primarily in the first quarter~~unguaranteed portion of 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 $63.3 million of hotel7a loans ~~in our $1.60 billion commercial loans held at fair value portfolio~~ may represent an elevated risk. However, the vast majority of that portfolio are multi-family loans, which have an updated expected Coronavirus cumulative loss rate of 1.2% based on an analysis by a nationally recognized analytics firm. Substantially all of these loans are recorded on the balance sheet at a 1% discount, which largely offsets those projected cumulative Coronavirus losses. Our next largest $1.43 billion loan portfolio is substantially all comprised of securities-backed lines of credit, or SBLOC, and insurance policy cash value-backed lines of credit, or IBLOC, loans which have not incurred losses, notwithstanding the recent historic declines in equity markets. ~~Approximately half of the Small Business Administration, or SBA, loan portfolio is~~The U.S. government ~~guaranteed, and the U.S. government is paying~~paid principal and interest on those loans for a six month period which began in April 2020. ~~The six months of payments funded by~~In February 2021, pursuant to federal legislation adopted in response to the COVID-19 pandemic, the U.S. government began making payments for a two month period on such loans, and for up to a five month period for loans more impacted by the COVID-19 pandemic, such as loans for hotels and restaurants. Unlike the six payments made under the prior legislation, these payments are limited to $9,000 per month. No additional payments have currently been authorized; however, lenders may defer payments on loans with COVID-related payment issues through December 31, 2021 or the end of the national emergency, whichever comes first. Because only $968,000 of non-government guaranteed loans remained in deferral at July 5, 2021 and the vast majority of borrowers previously in deferral had made their payments due on or by that date, we do not anticipate that additional government payment support will be largely completed in the fourth quarter of 2020, after which payment deferrals of up to six months may be granted. While proposed legislation for continuation of U.S. government funded loan payments is being considered by Congress, there can be no assurance that such proposals will become law. 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.required.

In addition to the continuation of Federal Reserve rate reductions in the first quarter of 2020, U.S. government efforts to address the economic impact of the ~~Coronavirus~~COVID-19 pandemic include several actions which have and will directly impact us as follows:

The Paycheck Protection Program ~~or PPP,~~(“PPP”) 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~~In second quarter 2020, under the CARES Act, we originated approximately 1,250 PPP loans under the original program, 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~~subsequent legislation and rulemaking ~~have~~ resulted in their estimated recognition over approximately eleven months which began in April 2020. At June 30, 2021 most of these loans had been repaid by the U.S. government. The Consolidated Appropriations Act, 2021 provided funding for additional PPP loans beginning ~~April~~in first quarter 2021. In that new lending program we originated approximately 630 PPP loans, totaling approximately $100 million, which we expect will net approximately $3.4 million of fees and interest. The average loan size was approximately $155,000, with over 90% of the loans under $350,000. As that new legislation included lost revenue thresholds for participation, our loan volume and fees were less than for the 2020 PPP. These fees are being recognized over an 11 month period, which is the estimated period of repayment by the U.S. government, beginning in February 2021. No future PPP loans have been authorized by legislation. Accordingly, we expect that the $129.4 million of PPP loans outstanding will be repaid and not be replaced, and revenues will not be realized from any new PPP loans. In second quarter 2020, we recognized $1.3 million in interest and fees on such loans, compared to $1.6 million in second quarter 2020.



The SBA began, in ~~April 2020,~~February 2021, to make ~~six~~between two and five months of principal and interest payments, up to $9,000 per month on SBA 7a loans, which are generally 75% guaranteed by the U.S. government. The payments of up to five months were for businesses more greatly impacted by the COVID-19 pandemic such as hotels and restaurants. As of ~~September~~June 30, ~~2020,~~2021, we had ~~$334.7~~$357.7 million of related guaranteed balances, and additionally had ~~$207.9~~$129.4 million of PPP loans which were also guaranteed. ~~The six months of support will expire in the fourth quarter of 2020, at which time we may decide to grant up to six month of deferrals~~Deferrals for principal and interest ~~payments.~~payments may be granted through the earlier of December 31, 2021 or the end of the national emergency.

Accounting and banking regulators have determined that loans with deferrals ~~of up to six months~~ of principal and interest payments ~~on loans do not represent material changes in loan terms. Accordingly, such loans~~related to the COVID-19 pandemic will not, during the deferral period noted above, be classified as ~~delinquent, non-accrual or~~ restructured.

In the ~~third~~second quarter of ~~2020,~~2021, we ~~decided~~received $3.0 million of fees from a line of credit to ~~retain~~another institution to fund PPP loans, which is not expected to recur. We have experienced some early payoffs in our non-SBA CRE loans, at fair value portfolio and accordingly, interest income on such loans decreased slightly compared to second quarter 2020. However, non-interest income reflected an increase of $3.5 million in net realized and unrealized gains (losses) on commercial loans at fair value primarily resulting from exit and prepayment fees from those loan payoffs. We have begun generating new CRE loans with the ~~existing portfolio~~first closings occurring in the third quarter. Also, in second quarter 2021, the tax rate was approximately 21%, compared to higher rates in recent periods, as a result of tax benefits related to stock-based compensation which were recognized as a result of the increase in the Company’s stock price.

Key Performance Indicators

We use a number of key performance indicators to measure our overall financial performance. We describe how we calculate and use a number of these performance indicators and analyze their results below.

Return on assets and return on equity. Two performance indicators we believe are commonly used within the banking industry to measure overall financial performance are return on assets and return on equity. Return on assets measures the amount of earnings compared to the level of assets utilized to generate those earnings. It is derived by dividing net income by average assets. Return on equity measures the amount of earnings compared to the equity utilized to generate those earnings. It is derived by dividing net income by average shareholders’ equity.

Net interest margin and credit losses. The largest component of our earnings is net interest income, or the difference between the interest earned on our interest-earning assets consisting of loans and investments, less the interest on our funding, consisting primarily of deposits. The key performance indicator for net interest income is net interest margin, derived by dividing net interest income by average interest-earning assets. Higher levels of earnings and net interest income, on lower levels of assets, equity and interest-earning assets are generally desirable. However, these indicators must be considered in light of regulatory capital requirements which impact equity, and credit risk inherent in loans. Accordingly, the magnitude of credit losses is an additional key performance indicator.

Other performance indicators. Other performance indicators we use include loan growth, non-interest income growth, the level of non-interest expense and various capital measures.

Results of performance indicators. In the past approximately five years, we have transitioned from a balance sheet which was significantly comprised of local Philadelphia commercial real estate loans, ~~totaling $1.60 billion~~to other types of lending which ~~had~~we believe are lower risk. These include: multi-family (apartment) loans in selected national regions; loans collateralized by securities (“SBLOC”) and the cash value of life insurance (“IBLOC”); SBA loans, a significant portion of which are government guaranteed or must have loan-to-value ratios lower than other forms of lending; and leasing to which we have access to underlying vehicles. These loan categories have grown significantly, which we believe has contributed to improved financial performance over the past five years.

Our most recent improved financial performance is reflected in a number of these performance indicators. In second quarter 2021, return on assets and return on equity amounted to 1.67% and 19.42% (annualized), respectively, compared to 1.33% and 15.61% (annualized) in second quarter 2020. For the six month period ended June 30, 2021, return on assets and return on equity amounted to 1.62% and 18.62% (annualized), respectively, compared to 1.13% and 12.87% (annualized) for the six month period ended June 30, 2020. Improvements in return on asset and equity performance indicators in 2021 reflected increases in loan interest, including interest from loan growth, which more than offset reductions in securities interest. The reductions in securities interest reflected lower balances and the impact of the lower rate environment. Loan interest included $3.0 million and $1.4 million of fees, respectively, in the second and first quarters of 2021, related to a line of credit to another institution for PPP loans, which are not expected to recur. Increased returns on assets and equity in 2021 also reflected higher non-interest income. While as a result of the pandemic unrealized losses were recognized in 2020, gains on non-SBA CRE loans, at fair value resulted from exit and prepayment fees in 2021, as a result of loan payoffs. Payments and leasing related fees also increased between these periods. Net interest margin was 3.19% in second quarter 2021 versus 3.53% in second quarter 2020 and 3.26% versus 3.43%, respectively, for the six month periods ended June 30, 2021 and 2020. The reduction reflects temporarily increased balances held at the Federal Reserve earning nominal rates, which resulted from stimulus payments, and lower yields on securities resulting from the lower rate environment. The lower rate environment may also continue to impact loan yields. The impact of lower yields on securities and loans in second quarter 2021 was offset by the $3.0 million of non-recurring fees noted previously. One capital measure utilized in the banking industry is the ratio of equity to assets, which is derived by

4845

~~been originated for sale or securitization. Further, we are not currently planning any future securitizations.~~dividing period-end shareholders’ equity by period-end total assets. At June 30, 2021, that ratio was 9.45%, compared to 8.58% a year earlier. The ~~portfolio is mostly comprised~~increase reflected higher levels of multi-family loans, specifically apartment buildings, and comprises the majority of the commercial loans at fair value on our balance sheet, with the balance of that category comprised of the government guaranteed portion of SBA loans.capital from retained earnings, while assets, after increasing temporarily due to stimulus payments, returned to pre-stimulus levels.

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

Principal for loans with deferrals
Total principal by loan category
% of total loan principal with deferrals
Commercial real estate loans, at fair value (excluding SBA loans)
$                       30,300
$                  1,602,948
1.9%
Securities backed lines of credit, insurance backed lines of credit & advisor financing
-
1,454,852
0.0%
Small business lending, substantially all SBA loans
17,585
836,370
2.1%
Direct lease financing
3,819
430,675
0.9%
Discontinued operations
1,785
103,057
1.7%
Other consumer loans and specialty lending
-
6,003
0.0%
Total
$                       53,489
$                  4,433,905
1.2%

At September 30, 2020, SBA 7a loans, included in Small business lending above, totaled $432.7 million of which $98.0 million was not U.S. government guaranteed. The CARES Act of 2020, or CARES ACT, provides SBA borrowers six months of principal and interest payments. A large percentage of these payments will expire in fourth quarter 2020 which could lead to an increase in deferrals and relief provided to these borrowers.

Overview

We are a Delaware financial holding company and our primary subsidiary, which we wholly 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 operations, we have four primary lines of specialty lending:

SBLOC, IBLOC, and ~~IBLOC;~~advisor financing;

leasing (direct lease financing);

small business loans, primarily SBA loans, and

non-SBA commercial real estate (“CRE”) loans, primarily multi-family (apartments) originally generated for sale through ~~securitizations, or CMBS. We are currently planning~~securitizations. In 2020, we decided to retain these loans on our balance sheet as interest earning ~~assets.~~assets and have again begun originating such loans, primarily to replace the impact of loan payoffs.

SBLOCs and IBLOCs are loans which are generated through affinity groups and are respectively collateralized by marketable securities and the cash value of insurance policies. SBLOCs are typically offered in conjunction with brokerage accounts and are offered nationally. IBLOC loans are typically viewed as an alternative to standard policy loans from insurance companies and are utilized by our existing advisor base as well as insurance agents throughout the country. Vehicle fleet and, to a lesser extent, other equipment leases are generated in a number of Atlantic Coast and other states and are collateralized primarily by vehicles. SBA loans ~~and commercial loans generated for sale~~ are made nationally and are collateralized by commercial properties and other types of collateral. Our ~~CMBS~~non-SBA CRE loans are primarily collateralized by multi-family properties (apartment buildings), and to a lesser extent, by hotel and retail properties.

The majority of our deposit accounts and non-interest income are generated in our payments business line, the name for which ~~consist~~has been changed to Fintech Solutions Group, which consists of consumer deposit accounts accessed by prepaid or debit cards, or issuing, automated clearing house, or ACH accounts, other payments such as rapid funds transfer 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~~by 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 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 services to organizations with a pre-existing customer base tailored to support or complement the services provided by these organizations to their customers. These services include loan and deposit accounts for 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 banking.

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~~SBA lending, and, ~~SBA lending.~~prior to 2020, non-SBA CRE securitization. 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, ~~$122.3~~$97.5 million of loans and other real estate owned ~~remain~~remained in assets held-for-sale from discontinued operations on the ~~September~~June 30, ~~2020~~2021 balance sheet, which reflects the impact of related sales, paydowns and fair value charges. Additionally, that balance sheet reflects ~~$31.8~~$25.0 million in investment in an unconsolidated entity, Walnut Street, which is comprised of notes owned by the Company as a result of the sale of certain discontinued loans.

Our net income of ~~$23.3~~$29.4 million for the ~~third~~second quarter of 2021 increased from $20.1 million for the second quarter of 2020, reflecting increases in net interest and non-interest income. The $3.8 million increase in net interest income reflected increases in loan interest, including interest from loan growth, which more than offset reductions in securities interest. That increase reflected $3.0 million of fees on a short-term line of credit to another institution to initially fund PPP loans, which is not expected to recur. SBLOC and IBLOC loans totaled $1.73 billion at June 30, 2021, compared to $1.29 billion at June 30, 2020, reflecting 34.4% annual growth. Related interest increased $2.7 million. Leasing balances totaled $506.4 million at June 30, 2021, compared to $422.5 million at June 30, 2020, reflecting 19.9% growth. Related interest increased $1.1 million. Excluding the impact of PPP, SBA loans totaled $689.5 million compared to $601.4 million at those respective dates, an increase of 14.6%, resulting in $1.0 million in higher interest income. Increases in loan

interest were partially offset by a $3.0 million decrease in securities interest resulting from ~~$20.4~~lower securities balances and the impact of the lower rate environment. Interest expense increased $1.3 million, ~~for the third quarter of 2019,~~ primarily as a result of ~~growth~~senior debt issued in net interest income, which increased $12.4 million, and reflected a $7.8 million increase in interest on commercial real estate loans originated for securitization. Related average balances approximately doubled to $1.55 billion between these periods. A planned salethe third quarter of approximately $825 million of CRE loans by us that we expected to complete in April 2020, was not consummated by the purchaser. These loans carry a weighted average yield of 4.8%, with 1.2% of Coronavirus losses projected through an analysis by an independent industry analytics firm. These loans are on the books at a $0.99 or lower dollar price and we currently plan to retain them on our balance sheet. Net interest income also reflected an increase of $2.2 million for SBA interest. SBLOC and IBLOC loans totaled $1.43 billion at September 30, 2020, compared to $920.5 million at September 30, 2019, reflecting 55% annual growth. Related interest income decreased $1.0 million as a result of 75 basis points of Federal Reserve rate reductions in 2019 and historic reductions of 1.5% in first quarter 2020. ~~The increase in net interest income also reflected reductions in cost of funds. While our~~Our largest funding ~~source,~~sources, prepaid and debit card account deposits, contractually adjust to only a portion of increases or decreases in market rates, ~~the aforementioned Federal Reserve reductions resulted~~as reflected in an 18 basis point cost of funds in ~~third~~second quarter 2021. A negative $951,000 provision for credit losses in second quarter 2021, compared to a $922,000 provision in second quarter 2020. Prepaid, debit card and other payment related fees are the largest driver of non-interest income. Such fees for ~~third~~second quarter ~~2020~~2021 increased ~~20%~~$1.0 million over the comparable ~~2019 period~~2020 period. While interest income on non-SBA CRE loans, at fair value decreased slightly, non-interest income reflected an increase of $3.5 million in net realized and ~~totaled $19.4 million.~~unrealized gains (losses) on commercial loans at fair value resulting from exit and prepayment fees on loan payoffs. We have begun generating new CRE loans with the first closings occurring in the third quarter, which are intended to replace these payoffs. Additionally, leasing income increased $1.3 million over the prior year quarter. The increase reflected the impact of the reopening of vehicle auctions after COVID-19 pandemic shutdowns, and higher vehicle market prices due to vehicle shortages. For those periods, non-interest expense ~~was relatively flat. The holding company leverage ratio was 8.6% at September 30, 2020.~~increased $1.3 million.

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 credit losses on loans, leases and securities, our determination of the fair value of financial instruments and the level in which an instrument is placed within the valuation hierarchy, and income taxes involve a higher degree of judgment and complexity than our other significant accounting policies.

We determine our allowance for 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 credit deteriorated loans, value of collateral, estimated losses on consumer loans, and ~~residential mortgages, and~~ 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 credit losses. Any such additional provisions for ~~loan~~credit losses will be a direct charge to our earnings. See “Allowance for 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 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 Consolidated Statements of Operations. If management

believes market value losses are 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~~first-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.

~~Regulatory Actions~~

The Bank entered into a Stipulation and Consent to the Issuance of a Consent Order effective August 7, 2012, which we refer to as the 2012 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. Under the 2012 Consent Order, the Bank agreed to increase its supervision of third-party relationships, develop new written compliance and related internal audit compliance programs, develop a new third-party risk management program and screen new third-party relationships as provided in the Consent Order. As part of the Consent Order, the Bank agreed to pay a civil money penalty in the amount of $172,000, which was 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 amended and restated in its entirety the terms of 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, whom we refer to as 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.

In addition to restating the general terms of the 2012 Consent Order, the 2015 Consent Order 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. 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 Bank believes it has demonstrated to its regulators that it has substantially complied with all the provisions of the 2015 Consent Order.~~

Results of Operations

~~Third~~Second quarter ~~2020~~2021 to ~~third~~second quarter ~~2019~~2020

Net Income: Income from continuing operations before income taxes was ~~$31.0~~$37.0 million in the ~~third~~second quarter of ~~2020~~2021 compared to ~~$28.4~~$27.1 million in the ~~third~~second quarter of ~~2019.~~2020. Net income from continuing operations for the ~~third~~second quarter of ~~2020~~2021 was ~~$23.1~~$29.2 million, or ~~$0.40~~$0.49 per diluted share, compared to ~~$20.4~~$20.3 million, or ~~$0.36~~$0.35 per diluted share, for the ~~third~~second quarter of ~~2019.~~2020. Income from continuing operations increased between those respective periods primarily as a result of higher net interest income and non-interest income. After discontinued operations, net income for the ~~third~~second quarter of ~~2020~~2021 amounted to ~~$23.3~~$29.4 million, compared to ~~$20.4~~$20.1 million for the ~~third~~second quarter of ~~2019.~~2020. Net interest income for the ~~third~~second quarter of ~~2020~~2021 increased ~~33.1%~~7.6%, to ~~$50.0~~$54.1 million from ~~$37.6~~$50.2 million in the ~~third~~second quarter of ~~2019 primarily~~2020. The increase reflected increases in loan interest as a result of ~~lower interest expense and~~ higher loan ~~balances. The~~balances, partially offset by reductions in securities interest resulting from lower ~~interest expense~~balances, and lower yields which reflected the impact of Federal Reserve rate reductions. Loan interest in second quarter 2021 included $3.0 million of fees from a line of credit to another institution to fund PPP loans, which is not expected to recur and which offset the ~~Federal Reserve’s 1.5% first quarter 2020 rate reductions and its 75 basis point rate reductions~~impact of decreases in ~~the third and fourth quarters of 2019.~~other loan yields. The provision for credit losses ~~increased $647,000~~decreased $1.9 million to ~~$1.3 million~~a credit for the provision for credit losses of $951,000 in the ~~third~~second quarter of ~~2020~~2021 compared to ~~$650,000~~$922,000 in the ~~third~~second quarter of ~~2019.~~2020. Non-interest income (excluding security gains and losses) ~~decreased $9.2~~increased $5.5 million, reflecting ~~primarily a decrease~~an improvement in net realized and unrealized gains (losses) on ~~commercial~~non-SBA CRE loans, ~~originated for sale~~at fair value of ~~$13.0~~$3.5 million. The $3.5 million and a decrease in ACH, card and other payment processing fees of $830,000. These decreases were partially offset by increases of $3.3 million in prepaid, debit card and related fees and increases in other categories. The $13.0 million decrease in net realized and unrealized gains on commercial loans originated for saleimprovement was primarily the result of ~~a gain~~exit and prepayment fees on ~~sale (securitization)~~non-SBA CRE loan payoffs in the ~~third~~second quarter of ~~2019. Loans originated for sale or securitization~~2021, versus unrealized losses in the second quarter of 2020 which were due to changes in fair value related to the COVID-19 pandemic. Non-SBA CRE loans, at fair value are primarily comprised of multifamily (apartment) loans. ~~In the third quarter of~~While previously we had securitized such loans, in 2020 we decided to retain these loans in our portfolio and no future securitizations are currently planned. ~~The aforementioned prepaid,~~In the third quarter of 2021, we began newly originating such loans. Prepaid, debit card and ~~related~~other payment fees are the primary driver of non-interest income and increased ~~20.5%~~$971,000, or 4.8%, to ~~$19.4~~$21.4 million, in the ~~third~~second quarter of 2021 compared to second quarter 2020. Non-interest expense ~~decreased $25,000,~~increased $1.3 million, or ~~0.1%~~3.0%, to ~~$42.0~~$43.9 million in the ~~third~~second quarter of 2021 compared to $42.6 million in the second quarter of 2020, ~~compared to $42.1 million in the third quarter of 2019,~~ reflecting a ~~$1.9~~$1.6 million increase in salary expense ~~while legal expense decreased $472,000~~ between those periods. ~~Third quarter 2019 also reflected a $1.4 million SEC settlement.~~Additionally, the 2021 effective tax rate was lower compared to other recent periods. Diluted income per share was ~~$0.40~~$0.50 in the ~~third~~second quarter of ~~2020~~2021 compared to ~~$0.36~~$0.35 diluted income per share in the ~~third~~second quarter of ~~2019~~2020 primarily reflecting the factors noted above.

Net Interest Income: Our net interest income for the ~~third~~second quarter of ~~2020~~2021 increased to ~~$50.0~~$54.1 million, an increase of ~~$12.4~~$3.8 million, or ~~33.1%~~7.6%, from ~~$37.6~~$50.2 million in the ~~third~~second quarter of ~~2019.~~2020. Our interest income for the ~~third~~second quarter of ~~2020~~2021 increased to ~~$52.5~~$57.0 million, an increase of ~~$4.1~~$5.1 million, or ~~8.5%~~9.8%, from ~~$48.4~~$51.9 million for the ~~third~~second quarter of ~~2019.~~2020. The increase in interest income resulted primarily from higher loan balances. Our average loans and leases increased to ~~$4.21~~$4.58 billion for the ~~third~~second quarter of 2021 from $3.93 billion for the second quarter of 2020, ~~from $2.62 billion for the third quarter of 2019,~~ an increase of ~~$1.59 billion,~~$643.8 million, or ~~60.5%~~16.4%. Related interest income increased ~~$9.1~~$7.9 million on a tax equivalent basis. The increase in average loans primarily reflected growth in ~~commercial~~SBLOC and IBLOC, direct lease financing and small business loans ~~originated for securitization and SBLOC, IBLOC and~~which are mostly comprised of SBA loans. The ~~amount of the average daily~~ balance of our commercial ~~mortgages originated for securitization increased $800.3 million in~~loans, at fair value decreased primarily reflecting non-SBA CRE loan payoffs, the vast majority of which are collateralized by apartment buildings. In the third quarter ~~2020, or 107% from third quarter 2019.~~of 2021, we began newly originating such loans. Of the total ~~$9.1~~$7.9 million increase in loan interest income, the largest increases were ~~$7.8~~$3.4 million for ~~commercial~~SBLOC, IBLOC and advisor financing loans ~~generated for securitization~~ to ~~$18.9~~$11.0 million and ~~$2.2~~$3.8 million for SBA loans to ~~$10.0~~$13.1 million. ~~These increases~~The increase in SBA loan interest reflects $3.0 million of fees which were ~~partially offset by decreases, primarily in SBLOC~~earned on a short-term line of credit to another institution to initially fund PPP loans. Excluding those fees and ~~IBLOC loans, the total~~other PPP interest, ~~income which decreased~~SBA loan interest increased $1.0 ~~million, reflecting the impact of Federal Reserve rate reductions.~~million. Our average investment securities of ~~$1.30~~$1.09 billion for the ~~third~~second quarter of ~~2020~~2021 decreased ~~$131.2~~$253.5 million from ~~the $1.44~~$1.34 billion for the ~~third~~second quarter of ~~2019.~~2020. Related tax equivalent interest income decreased ~~$2.6~~$3.0 million primarily reflecting a decrease in balances and secondarily reflecting a decrease in yields. Yields ~~on loans and securities~~generally decreased as a result of the impact of the Federal Reserve’s 2020 ~~and 2019~~ rate decreases, ~~on variable rate obligations,~~ partially offset by the weighted average 4.8% interest rate floors on ~~the commercial~~non-SBA CRE loans, ~~originated for sale or securitization~~at fair value. ~~As noted, these loans are now being held on the balance sheet and no securitizations are planned.~~ While interest income increased by ~~the aforementioned $4.1~~$5.1 million, interest expense ~~decreased~~increased by ~~$8.3~~$1.3 million primarily as ~~deposits also repriced to~~a result of the ~~lower rate environment. The decrease in~~ interest expense ~~also reflected lower balances~~on the senior debt issued in the third quarter of ~~overnight borrowings.~~2020.

Our net interest margin (calculated by dividing net interest income by average interest earning assets) for the ~~third~~second quarter of 2021 was 3.19% compared to 3.53% for the second quarter of 2020, ~~was 3.37% compared to 3.35% for the third quarter~~a decrease of ~~2019, an increase of 2~~34 basis points. While the yield on interest earning assets decreased 7329 basis points, the cost of deposits and interest bearing liabilities ~~decreased 80~~increased 6 basis points, or a net change of 735 basis points. The ~~increase~~decrease in net interest margin reflected the impact of higher balances maintained at the Federal Reserve as a result of deposits of stimulus payments resulting from March 2021 federal legislation. Balances at the Federal Reserve earn nominal rates of interest. Average interest earning deposits at the Federal Reserve Bank increased $693.9 million, or 162.8%, to $1.12 billion in the second quarter of 2021 from $426.2 million in the second quarter of 2020. The reduction in the net interest margin ~~reflected the lower cost of deposits~~ resulting from ~~the aforementioned~~higher Federal Reserve ~~decreases,~~

balances and lower overall loan yields, was offset by the impact of $3.0 million of fees on a ~~higher proportion~~short-term line of ~~commercial real estate~~credit to another institution to initially fund PPP loans, ~~originated for securitization with floors.~~which did not significantly increase average interest earning assets. The net interest margin reflects the 4.8% weighted average ~~floors~~floor on ~~that portfolio are approximately 4.8%. As noted, these~~non-SBA CRE loans, ~~are now being held on the balance sheet and no securitizations are planned.~~at fair value. In the ~~third~~second quarter of ~~2020,~~2021, the average yield on our loans ~~decreased~~increased to ~~4.22%~~4.32% from ~~5.38%~~4.22% for the ~~third~~second quarter of ~~2019, a decrease~~2020, an increase of ~~116~~10 basis points. The increase reflected the impact of $3 million of fees from the aforementioned line of credit to another institution to fund PPP loans, which are not expected to recur, and without which loan yields would have decreased. Yields on taxable investment securities in the ~~third~~second quarter of 2021 decreased to 2.66% compared to 3.05% for the second quarter of 2020, ~~decreased to 2.43% compared to 2.93% for the third quarter of 2019,~~ a decrease of 5039 basis points. ~~The decreases 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 bearing liabilities ~~decreased 80~~increased 6 basis points to 0.18% for the ~~third~~second quarter of 2021 compared to 0.12% in the second quarter of 2020, ~~compared to 0.98% in the third quarter of 2019, also resulting from~~reflecting the impact of the aforementioned ~~Federal Reserve decreases. The decrease also reflected a lower level of higher rate overnight borrowings and time deposits. The issuance of $100.0 million of~~ senior debt in the third quarter of 2020 with a rate of 4.75% partially offset the impact of the Federal reserve decreases. Average interest earning deposits at the Federal Reserve Bank decreased $61.2 million, or 12.9%, to $413.3 million in the third quarter of 2020 from $474.5 million in the third quarter of 2019. That difference reflected a minimal percentage of total deposits, and resulted primarily from daily fluctuations in deposits and loans.issuance.

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Average Daily Balances. The following table presents the average daily balances of assets, liabilities and 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,
	2020			2019			2021						2020
	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 **	$ 4,202,054	$ 44,318	4.22%	$ 2,608,427	$ 35,103	5.38%
Leases - bank qualified*	8,026	146	7.28%	14,067	252	7.17%
Loans, net of deferred loan fees and costs**							$	4,572,712	$	49,378		4.32%	$	3,925,515	$	41,448		4.22%
Leases-bank qualified*								5,783		96		6.64%		9,217		162		7.03%
Investment securities-taxable	1,300,191	7,911	2.43%	1,429,222	10,485	2.93%		1,081,419		7,201		2.66%		1,334,368		10,188		3.05%
Investment securities-nontaxable*	4,041	35	3.46%	6,172	54	3.50%		3,878		32		3.30%		4,402		35		3.18%
Interest earning deposits at Federal Reserve Bank	413,259	106	0.10%	474,499	2,545	2.15%		1,120,039		300		0.11%		426,174		107		0.10%
Net interest earning assets	5,927,571	52,516	3.54%	4,532,387	48,439	4.27%		6,783,831		57,007		3.36%		5,699,676		51,940		3.65%

Allowance for credit losses	(14,587)			(9,988)				(16,406)						(14,822)
Assets held-for-sale from discontinued operations	124,916	890	2.85%	145,347	1,609	4.43%		98,895		781		3.16%		130,530		1,094		3.35%
Other assets	195,125			298,191				201,539						228,443
	$ 6,233,025			$ 4,965,937			$	7,067,859					$	6,043,827

Liabilities and shareholders' equity:
Deposits:
Demand and interest checking	$ 5,079,711	$ 1,591	0.13%	$ 3,829,457	$ 7,644	0.80%	$	5,736,776	$	1,327		0.09%	$	5,140,167	$	1,390		0.11%
Savings and money market	484,323	139	0.11%	26,444	52	0.79%		526,112		192		0.15%		234,201		120		0.20%
Time	-	-	0.00%	269,464	1,338	1.99%
Total deposits	5,564,034	1,730	0.12%	4,125,365	9,034	0.88%		6,262,888		1,519		0.10%		5,374,368		1,510		0.11%

Short-term borrowings	3,260	1	0.12%	256,945	1,595	2.48%		—		—		—		16,428		15		0.37%
Repurchase agreements	41	-	0.00%	93	-	0.00%		41		—		—		41		—		—
Subordinated debt	13,401	118	3.52%	13,401	186	5.55%		13,401		112		3.34%		13,401		128		3.82%
Senior debt	53,260	633	4.75%	-	-	0.00%		100,239		1,280		5.11%		—		—		—
Total deposits and liabilities	5,633,996	2,482	0.18%	4,395,804	10,815	0.98%		6,376,569		2,911		0.18%		5,404,238		1,653		0.12%

Other liabilities	53,260			98,980				83,353						123,997
Total liabilities	5,687,256			4,494,784				6,459,922						5,528,235

Shareholders' equity	545,769			471,153				607,937						515,592
	$ 6,233,025			$ 4,965,937			$	7,067,859					$	6,043,827

Net interest income on tax equivalent basis *		$ 50,924			$ 39,233				$	54,877					$	51,381

Tax equivalent adjustment		38			64					27						41

Net interest income		$ 50,886			$ 39,169				$	54,850					$	51,340

Net interest margin *			3.37%			3.35%						3.19%						3.53%

* Full taxable equivalent basis, using 21% respective statutory Federal tax rates in 2020 and 2019.
** Includes loans held at fair value.

* Full taxable equivalent basis, using 21% respective statutory Federal tax rates in 2021 and 2020.							* Full taxable equivalent basis, using 21% respective statutory Federal tax rates in 2021 and 2020.
** Includes commercial loans, at fair value for 2021 previously classified as held-for-sale at June 30, 2020. All periods include non-accrual loans.							** Includes commercial loans, at fair value for 2021 previously classified as held-for-sale at June 30, 2020. All periods include non-accrual loans.
NOTE: In the table above, the 2021 interest on loans reflects $3.0 million of interest and fees which were earned on a short-term line of credit to another institution to initially fund PPP loans, which did not significantly increase average loans or assets and which are not expected to recur. Interest on loans also includes $1.3 million of interest and fees on PPP loans. In 2020 the table above includes comparable PPP interest and fees of $1.6 million. Increases in interest earning deposits at the Federal Reserve Bank reflect increased deposits resulting from stimulus payments distributed to a large segment of the population, resulting from December 2020 federal legislation.							NOTE: In the table above, the 2021 interest on loans reflects $3.0 million of interest and fees which were earned on a short-term line of credit to another institution to initially fund PPP loans, which did not significantly increase average loans or assets and which are not expected to recur. Interest on loans also includes $1.3 million of interest and fees on PPP loans. In 2020 the table above includes comparable PPP interest and fees of $1.6 million. Increases in interest earning deposits at the Federal Reserve Bank reflect increased deposits resulting from stimulus payments distributed to a large segment of the population, resulting from December 2020 federal legislation.

For the ~~third~~second quarter of ~~2020,~~2021, average interest earning assets increased to ~~$5.93~~$6.78 billion, an increase of ~~$1.40~~$1.08 billion, or ~~30.8%~~19.0%, from ~~$4.53~~$5.70 billion in the ~~third~~second quarter of ~~2019.~~2020. The increase reflected increased average balances of loans and leases of ~~$1.59~~$643.8 billion, or ~~60.5%~~16.4%, ~~and~~partially offset by decreased average investment securities of ~~$131.2~~$253.5 million, or ~~9.1%~~18.9%. For those respective periods, average demand and interest checking deposits increased ~~$1.25 billion,~~$596.6 million, or ~~32.6%~~11.6%, primarily as a result of deposit growth in prepaid and debit ~~card accounts.~~

5350

card accounts. The ~~$457.9~~$291.9 million increase in average savings and money market balances between these respective periods reflected growth in interest bearing accounts offered by our affinity group clients to prepaid and debit card account customers. A portion of second quarter deposit growth resulted from economic stimulus payments related to the pandemic, and is temporary as described in “Liquidity and Capital Resources”. The interest expense shown for demand and interest checking is primarily comprised of interest paid to our affinity ~~group clients which market the accounts.~~groups.

Provision for Credit Losses. Our credit for the provision for credit losses was ~~$1.3 million~~$951,000 for the ~~third~~second quarter of 2021 compared to a provision for credit losses of $922,000 for the second quarter of 2020, ~~compared~~or a net $1.9 million reduction. The reduction reflected second quarter 2021 reversals of 2020 CECL provisions for credit losses for economic factors related to ~~$650,000 for~~ the ~~third quarter~~COVID-19 pandemic. The decrease also reflected the recovery of ~~2019.~~an allowance on a loan resolution. The allowance for credit losses ~~increased~~decreased to ~~$15.7~~$15.3 million, or ~~0.63%~~0.52%, of total loans at ~~September~~June 30, ~~2020,~~2021, from ~~$10.2~~$16.1 million, or ~~0.56%~~0.61%, of total loans at December 31, ~~2019.~~2020. We believe that our allowance is adequate to cover expected losses. For more information about our provision and allowance for credit losses and our loss experience, see “Financial Condition-Allowance for 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 consolidated financial statements.

Non-Interest Income. Non-interest income was ~~$24.4~~$25.9 million in the ~~third~~second quarter of ~~2020~~2021 compared to ~~$33.5~~$20.4 million in the ~~third~~second quarter of ~~2019.~~2020. The ~~$9.2~~$5.5 million, or ~~27.3%~~27.0%, ~~decrease~~increase between those respective periods was primarily ~~as a~~the result of ~~a decrease~~an improvement in net realized and unrealized gains (losses) on ~~commercial loans held ,~~non-SBA ~~which was partially offset by an increase in prepaid, debit card and related fees.~~CRE loans, at fair value. Net realized and unrealized gains (losses) on ~~commercial~~such loans ~~originated for sale decreased~~increased to ~~$684,000~~a gain of $2.6 million from ~~$13.7~~a loss of $940,000. The $3.5 million improvement was primarily ~~as a~~the result of ~~a gain~~exit and prepayment fees on ~~a securitization~~non-SBA CRE loan payoffs in 2021 and unrealized losses on such loans in the second quarter of 2020 due to changes in fair value related to the COVID-19 pandemic. In the third quarter of ~~2019.~~ ~~Gain or loss on commercial~~2021, we began newly originating such loans, ~~originated for securitization is subject to market conditions. We~~the vast majority of which are ~~planning to hold loans which were originated for securitizations in our portfolio and are not currently planning any further securitizations.~~collateralized by apartment buildings. Prepaid, debit card and related fees increased ~~$3.3 million,~~$774,000, or ~~20.5%~~4.1%, to $19.4 million for the ~~third~~second quarter of ~~2020~~2021 compared to ~~$16.1~~$18.7 million in ~~third~~second quarter ~~2019.~~2020. The increase reflected higher transaction 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 $830,000,~~increased $197,000, or ~~32.0%~~11.5%, to $1.9 million for the second quarter of 2021 compared to $1.7 million in the second quarter of 2020. Leasing related income increased $1.3 million, or 298.9%, to $1.8 million for the ~~third~~second quarter of ~~2020 compared to $2.6 million in~~2021 from $443,000 for the ~~third~~second quarter of ~~2019.~~2020. ~~The decrease reflected the exit of higher risk ACH customers.~~ ~~Leasing related income increased $930,000, or 157.9%, to $1.5 million for the third quarter of 2020 from $589,000 for the third quarter of 2019.~~ The increase reflected the impact of the reopening of vehicle auctions after ~~Coronavirus~~COVID-19 pandemic shutdowns, ~~the related gains on~~and higher vehicle ~~sales for which are recorded in this income category.~~market prices due to vehicle shortages. Other non-interest income ~~increased $457,000,~~decreased $319,000, or ~~93.3%~~66.0%, to ~~$947,000~~$164,000 for the ~~third~~second quarter of ~~2020~~2021 from ~~$490,000~~$483,000 in the ~~third~~second quarter of ~~2019. The increase refected the recovery of certain prepaid fees which were written off in prior years.~~2020.

Non-Interest Expense. Total non-interest expense was ~~$42.0~~$43.9 million for the ~~third~~second quarter of ~~2020, a decrease~~2021, an increase of ~~$25,000,~~$1.3 million, or ~~0.1%~~3.0%, compared to ~~$42.1~~$42.6 million for the ~~third~~second quarter of ~~2019. Increases in salaries and FDIC insurance were offset by decreases resulting from an SEC settlement in 2019, legal and consulting.~~2020. Salaries and employee benefits increased to ~~$26.4~~$27.1 million for the ~~third~~second quarter of ~~2020,~~2021, an increase of ~~$1.9~~$1.6 million, or ~~7.7%~~6.3%, from ~~$24.5~~$25.5 million for the ~~third~~second quarter of ~~2019.~~2020. Higher salary expense in ~~2020~~2021 reflected higher ~~equity related~~ incentive compensation expense, ~~higher business development expense for SBLOC, IBLOC and leasing~~including equity compensation, and higher compliance expense, primarily related to the payments business. Depreciation and amortization decreased ~~$100,000,~~$122,000, or ~~11.3%~~14.7%, to ~~$785,000~~$706,000 in the ~~third~~second quarter of 2021 from $828,000 in the second quarter of 2020, ~~from $885,000 in the third quarter of 2019~~ which reflected reduced spending on fixed assets and equipment. Rent and occupancy decreased ~~$56,000,~~$125,000, or ~~3.9%~~9.0%, to ~~$1.4~~$1.3 million in the ~~third~~second quarter of ~~2020~~2021 from $1.4 million in the ~~third~~second quarter of ~~2019.~~2020 reflecting a reduction in leased space and a relocation to lower cost space. Data processing ~~remained~~decreased $31,000, or 2.6%, to $1.1 million in the ~~same at~~second quarter of 2021 from $1.2 million in the ~~third~~second quarter of ~~2020 and the third quarter of 2019.~~2020. Printing and supplies decreased ~~$50,000,~~$38,000, or ~~30.5%~~22.6%, to ~~$114,000~~$130,000 in the ~~third~~second quarter of 2021 from $168,000 in the second quarter of 2020, ~~from $164,000 in the third quarter of 2019.~~reflecting fewer paper based accounts and processes. Audit expense decreased ~~$5,000,~~$16,000, or ~~1.2%~~3.9%, to ~~$397,000~~$391,000 in the ~~third~~second quarter of ~~2020~~2021 from ~~$402,000~~$407,000 in the ~~third~~second quarter of ~~2019~~20.20. Legal expense decreased ~~$472,000,~~$185,000, or ~~32.2%~~8.3%, to ~~$994,000 in the third quarter of 2020 from $1.5~~$2.0 million in the ~~third~~second quarter of ~~2019, reflecting decreased~~2021 from $2.2 million in the second quarter of 2020. The decrease reflected lower costs associated with two fact-finding inquiries by the SEC staff as described in Note 1314 to the financial statements. Amortization of intangible assets decreased by ~~$235,000,~~$47,000, or ~~61.5%~~32.0%, to $100,000 in the second quarter of 2021 from $147,000 in the ~~third~~second quarter of ~~2020 from $382,000 in the third quarter of 2019.~~2020. The reduction reflected the ~~full~~completion of the amortization of our customer list intangible for the Stored Value Solutions purchase from Marshall ~~Bankfirst. FDIC~~Bankfirst. Federal Deposit Insurance Corporation (“FDIC”) insurance expense ~~increased $1.3 million,~~decreased $329,000, or ~~153.5%~~11.3%, to ~~$2.2~~$2.6 million for the ~~third~~second quarter of 2021 from $2.9 million in the second quarter of 2020 ~~from $860,000~~primarily due to a reduction in the ~~third quarter of 2019 primarily due to~~Bank’s assessment rate which was partially offset by an increase in average liabilities, against which insurance rates are ~~applied and~~ ~~a $1.1 million credit in the third quarter of 2019 reflecting an industry wide adjustment in premiums~~.applied. Software expense increased ~~$396,000,~~$320,000, or ~~12.4%~~9.5%, to ~~$3.6~~$3.7 million in the ~~third~~second quarter of ~~2020~~2021 from ~~$3.2~~$3.4 million in the ~~third~~second quarter of ~~2019, reflecting~~2020. The increases reflected expenditures for information technology ~~infrastructure~~ to improve efficiency and scalability, including ~~BSA software required~~expenses related to ~~satisfy regulatory requirements.~~remote operations and cybersecurity, and upgrades for ACH payment systems and SBA loan processing. Insurance expense increased ~~$78,000,~~$331,000, or ~~11.8%~~47.6%, to ~~$741,000~~$1.0 million in the ~~third~~second quarter of 2021 compared to $695,000 in the second quarter of 2020, ~~compared to $663,000 in the third quarter of 2019,~~ reflecting higher ~~rates and higher coverage limits.~~rates. Telecom and IT network communications ~~decreased $25,000,~~increased $7,000, or ~~6.0%~~1.7%, to ~~$392,000~~$409,000 in the ~~third~~second quarter of ~~2020~~2021 from ~~$417,000~~$402,000 in the ~~third~~second quarter of ~~2019.~~2020. Consulting decreased ~~$524,000,~~$106,000, or ~~56.1%~~30.6%, to ~~$410,000~~$240,000 in the ~~third~~second quarter of ~~2020~~2021 from ~~$934,000~~$346,000 in the ~~third~~second quarter of ~~2019 reflecting decreased BSA and other regulatory compliance consulting. SEC settlement~~2020. Other non-interest expense ~~decreased $1.4 million,~~increased $9,000, or ~~100.0%~~0.3%, to ~~$0 in the third quarter of 2020 from $1.4~~$3.0 million in the ~~third~~second quarter of ~~2019. Other non-interest expense decreased $843,000, or 20.4%, to $3.3~~2021 from $3.0 million in the ~~third~~second quarter of ~~2020 from $4.1 million in the third quarter of 2019. The $843,000 decrease primarily reflected a decrease of $738,000 in travel expenses.~~2020.

Income Taxes. Income tax expense for continuing operations was ~~$7.9~~$7.8 million for the ~~third~~second quarter of ~~2020~~2021 compared to ~~$8.0~~$6.8 million in the ~~third~~second quarter of ~~2019.~~2020. A ~~25.4%~~21.2% effective tax rate in ~~2020~~the second quarter 2021 and a ~~28.1%~~25.1% effective tax rate in ~~2019~~the second quarter 2020 primarily reflected a 21% federal tax rate and the impact of various state income taxes.

The reduction in effective tax rate for 2021

5451

reflected the impact of an excess tax deduction related to stock-based compensation recorded as a discrete item in 2021. The large deduction and tax benefit resulted from the increase in the Company’s stock price as compared to the original grant date.

First ~~nine~~six months ~~2020~~2021 to first ~~nine~~six months ~~2019~~2020

Net Income: Income from continuing operations before income taxes was ~~$75.6~~$72.1 million in the first ~~nine~~six months of ~~2020~~2021 compared to ~~$66.0~~$44.6 million in the first ~~nine~~six months of ~~2019.~~2020. Net income from continuing operations for the first ~~nine~~six months of ~~2020~~2021 was ~~$56.6~~$55.2 million, or ~~$0.97~~$0.93 per diluted share, compared to ~~$48.4~~$33.4 million, or ~~$0.85~~$0.58 per diluted share, for the first ~~nine~~six months of ~~2019. Net income~~2020. Income from continuing operations increased between those respective periods primarily as a result of ~~the $37.0 million increase in~~higher net interest ~~income. That increase was partially offset by a $22.3 million decrease in~~income and non-interest ~~income, a $2.3 million increase in non-interest expense, and a $2.8 million increase in the provision for credit losses.~~income. After discontinued operations, net income for the first ~~nine~~six months of ~~2020~~2021 amounted to ~~$55.9~~$55.4 million, compared to ~~$49.7~~$32.7 million for the first ~~nine~~six months of ~~2019.~~2020. Net interest income ~~increased 34.9% to $143.2 million~~ for the first ~~nine~~six months of ~~2020, compared~~2021 increased 15.7%, to ~~$106.1~~$107.8 million ~~for~~from $93.2 million in the first ~~nine~~six months of ~~2019 primarily~~2020. The increase reflected increases in loan interest as a result of higher loan balances partially offset by reductions in securities interest resulting from lower balances, and lower ~~interest expense,~~yields which reflected the impact of Federal Reserve rate reductions. Loan interest in 2021 included $4.5 million in interest from a line of credit to another institution to fund PPP loans, which is not expected to recur and which offset the impact of decreases in other loan yields. Lower interest expense also reflected the impact of the Federal Reserve’s 1.5% rate ~~decreases.~~reductions which occurred toward the end of first quarter 2020. The provision for credit losses ~~increased $2.8~~decreased $4.6 million to ~~$5.8 million~~a credit for the provision for credit losses of $129,000 in the first ~~nine~~six months of ~~2020~~2021 compared to ~~$3.0~~a $4.5 million provision in the first ~~nine~~six months of ~~2019, reflecting higher leasing and small business provisions.~~2020. Non-interest income ~~decreased $22.3~~(excluding security gains and losses) increased $13.0 million, ~~from $83.6 million to $61.3 million between those respective periods primarily as a result of a $29.7 million change~~reflecting an improvement in net realized and unrealized gains (losses) on ~~commercial~~non-SBA CRE loans, ~~originated for sale. In 2019~~at fair value of $10.7 million. The $10.7 million improvement was primarily the result of unrealized losses in the first six months of 2020 due to changes in fair value related to the COVID-19 pandemic and prepayment and exit penalties on non-SBA CRE loans in 2021. The vast majority of ~~the $24.3 million gain was realized upon closing two securitizations, while the $5.4 million 2020 unrealized loss resulted from~~non-SBA CRE loans at fair value ~~adjustments~~are comprised of multifamily (apartment) loans. Prepaid, debit card and other payment fees are the primary driver of non-interest income and increased $1.6 million, or 3.90% to ~~our portfolio~~$42.4 million in the first six months of ~~commercial loans held at fair value. In~~2021 compared to $40.8 million for the ~~third quarter~~first six months of ~~2020, we decided that we would retain these loans in our portfolios and no future securitizations are currently planned.~~2020. Non-interest expense increased ~~$2.3~~$4.7 million, ~~between~~or 5.8%, to $85.8 million in the ~~periods, primarily as~~first six months of 2021 compared to $81.0 million in the first six months of 2020, reflecting a ~~result of~~ $4.5 million ~~of increased salaries and employee benefits and $2.8 million of higher FDIC insurance expense. The net~~ increase ~~of $2.3 million also reflected a $1.4 million SEC settlement and $908,000 of lease termination expense~~ in ~~2019, and decreases of $1.4 million in travel~~salary expense and ~~$707,000~~a $956,000 increase in ~~amortization of intangible assets in 2020.~~legal expense between those periods. Additionally, the 2021 effective tax rate was lower compared to other recent periods. Diluted income per share was ~~$0.96 for~~$0.94 in the first ~~nine~~six months of ~~2020~~2021 compared to $0.57 diluted income per share ~~of $0.87 for~~in the first ~~nine~~six months of ~~2019.~~2020 primarily reflecting the factors noted above.

Net Interest Income: Our net interest income for the first ~~nine~~six months of ~~2020~~2021 increased to ~~$143.2~~$107.8 million, an increase of ~~$37.0~~$14.7 million, or ~~34.9%~~15.7%, from ~~$106.1~~$93.2 million in the first ~~nine~~six months of ~~2019.~~2020. Our interest income for the first ~~nine~~six months of ~~2020~~2021 increased to ~~$155.8~~$113.9 million, an increase of ~~$19.8~~$10.5 million, or ~~14.6%~~10.2%, from ~~$136.0~~$103.4 million for the first ~~nine~~six months of ~~2019.~~2020. The increase in interest income resulted primarily from higher ~~balances of loans, in particular commercial loans generated for sale or securitization.~~loan balances. Our average loans and leases increased ~~$1.43 billion, or 59.9%,~~ to ~~$3.81~~$4.53 billion for the first ~~nine~~six months of ~~2020~~2021 from ~~$2.38~~$3.60 billion for the first ~~nine~~six months of ~~2019, while related~~2020, an increase of $927.3 million, or 25.7%. Related interest income increased ~~$29.5~~$16.4 million on a tax equivalent basis. The increase in average loans primarily reflected growth in SBLOC and IBLOC, direct lease financing and small business loans which are mostly comprised of SBA loans. The balance of our commercial loans, ~~generated~~at fair value decreased primarily reflecting non-SBA CRE loan payoffs, the vast majority of which are collateralized by apartment buildings. In third quarter 2021 we began newly originating such loans. Of the total $16.4 million increase in loan interest income, the largest increases were $3.6 million for ~~securitization and~~non-SBA CRE loans, at fair value to $36.0 million, $3.8 million for SBLOC, IBLOC and advisor financing to $20.9 million and $7.6 million for SBA loans to $25.1 million. The increase in SBA loans reflects $4.5 million in fees which were earned on a short-term line of credit to another institution to initially fund PPP loans. Excluding those fees and other PPP interest, SBA loan interest increased $989,000. While SBA balances excluding PPP grew over the prior year period, lower rates partially offset the impact of higher balances. Our average investment securities ~~were $1.35~~of $1.14 billion for the first ~~nine~~six months of ~~2020 and $1.40~~2021 decreased $229.2 million from $1.37 billion for the first ~~nine~~six months of ~~2019, while related~~2020. Related tax equivalent interest income decreased ~~$4.1~~$4.7 million onprimarily reflecting a ~~tax equivalent basis primarily as~~decrease in balances and secondarily reflecting a ~~result of lower~~decrease in yields. Yields on ~~both~~ loans and ~~investment~~ securities decreased as a result of the impact of the Federal Reserve’s 2020 ~~and 2019~~ rate decreases on variable rate ~~obligationss,~~ obligations, partially offset by the ~~4.8%~~ weighted average 4.8% interest rate floors on the ~~commercial~~non-SBA CRE loans, ~~originated for sale or securitization.~~at fair value. While interest income increased by ~~the aforementioned $19.8~~$10.5 million, interest expense decreased by ~~$17.2~~$4.1 million as deposits also repriced to the lower rate environment. Decreases in deposit interest expense were partially offset by the impact of the senior debt issuance in August 2020.

Our net interest margin (calculated by dividing net interest income by average interest earning assets) for the first ~~nine~~six months of 2021 was 3.26% compared to 3.43% for the first six months of 2020, ~~was 3.41% compared to 3.40% for the first nine months~~a decrease of ~~2019.~~17 basis points. While the yield on interest earning assets decreased 5936 basis points, the cost of deposits and interest bearing liabilities decreased 6520 basis points, or a net change of 6 basis points. In the first nine months of 2020, the average yield on our loans decreased to 4.39% from 5.36% for the first nine months of 2019, a decrease of 97 basis points. Yields on taxable investment securities were lower at 2.84% compared to 3.12%, a decrease of 2816 basis points. The decrease in net interest cost of total deposits and interest bearing liabilities decreased 65 basis points to 0.32% for the first nine months of 2020 compared to 0.97% for the first nine months of 2019. The issuance of $100.0 million of senior debt in the third quarter of 2020 partially offsetmargin reflected the impact of higher balances maintained at the Federal Reserve ~~rate decreases.~~as a result of deposits of stimulus payments resulting from December 2020 and March 2021 federal legislation. Balances at the Federal Reserve earn nominal rates of interest. Average interest earning deposits at the Federal Reserve Bank increased ~~$4.9~~$475.2 million, or ~~1.1%~~103.3%, to ~~$444.3~~$935.2 million in the first ~~nine~~six months of ~~2020~~2021 from ~~$439.4~~$460.0 million in the first ~~nine~~six months of ~~2019. That difference reflected~~2020. The reduction in the net interest margin resulting from higher Federal Reserve balances and lower overall loan yields, was partially offset by the impact of $4.5 million of interest and fees on a ~~minimal percentage~~short-term line of credit to another institution to initially fund PPP loans, which did not significantly increase average interest earning assets. The net interest margin reflects the 4.8% weighted average floor on non-SBA CRE loans, at fair value. Yields on variable rate loans generally fell as a result of the Federal Reserve rate reductions. In the first six months of 2021, the average yield on our loans

decreased to 4.30% from 4.49% for the first six months of 2020, a decrease of 19 basis points. Yields on taxable investment securities in the first six months of 2021 decreased to 2.82% compared to 3.03% for the first six months of 2020, a decrease of 21 basis points. The cost of total deposits and ~~resulted primarily~~interest bearing liabilities decreased 20 basis points to 0.20% for the first six months of 2021 compared to 0.40% in the first six months of 2020, also resulting from ~~daily fluctuations in deposits and loans.~~the impact of the aforementioned Federal Reserve rate reductions.

5553



	Nine months ended September 30,						Six months ended June 30,
	2020			2019			2021						2020
	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 **	$ 3,798,104	$ 124,924	4.39%	$ 2,365,317	$ 95,001	5.36%
Loans, net of deferred loan fees and costs **							$	4,524,911	$	97,189		4.30%	$	3,593,921	$	80,607		4.49%
Leases - bank qualified*	9,401	509	7.22%	15,755	947	8.01%		6,379		214		6.71%		10,096		362		7.17%
Investment securities-taxable	1,343,211	28,594	2.84%	1,394,234	32,649	3.12%		1,136,631		16,009		2.82%		1,364,956		20,683		3.03%
Investment securities-nontaxable*	4,537	110	3.23%	6,771	168	3.31%		3,960		67		3.38%		4,788		75		3.13%
Interest earning deposits at Federal Reserve Bank	444,323	1,836	0.55%	439,414	7,502	2.28%		935,239		483		0.10%		460,025		1,730		0.75%
Net interest earning assets	5,599,576	155,973	3.71%	4,221,491	136,267	4.30%		6,607,120		113,962		3.45%		5,433,786		103,457		3.81%

Allowance for credit losses	(13,225)			(9,537)				(16,241)						(12,532)
Assets held-for-sale from discontinued operations	130,880	3,259	3.32%	157,630	5,293	4.48%		103,983		1,634		3.14%		133,903		2,368		3.54%
Other assets	243,629			285,843				203,821						233,088
	$ 5,960,860			$ 4,655,427			$	6,898,683					$	5,788,245

Liabilities and shareholders' equity:
Deposits:
Demand and interest checking	$ 4,858,666	$ 9,676	0.27%	$ 3,840,141	$ 25,260	0.88%	$	5,619,608	$	2,944		0.10%	$	4,746,928	$	8,085		0.34%
Savings and money market	298,049	309	0.14%	28,073	129	0.61%		466,978		341		0.15%		203,888		170		0.17%
Time	106,113	1,483	1.86%	90,808	1,338	1.96%		—		—		—		159,752		1,483		1.86%
Total deposits	5,262,828	11,468	0.29%	3,959,022	26,727	0.90%		6,086,586		3,285		0.11%		5,110,568		9,738		0.38%

Short-term borrowings	25,419	181	0.95%	137,860	2,624	2.54%		6,491		8		0.25%		36,620		180		0.98%
Repurchase agreements	51	-	0.00%	92	-	0.00%		41		—		—		57		—		—
Subordinated debt	13,401	408	4.06%	13,401	573	5.70%		13,401		225		3.36%		13,401		290		4.33%
Senior debt	17,883	633	4.72%	-	-	-		100,190		2,559		5.11%		—		—		—
Total deposits and liabilities	5,319,582	12,690	0.32%	4,110,375	29,924	0.97%		6,206,709		6,077		0.20%		5,160,646		10,208		0.40%

Other liabilities	119,961			99,577				91,837						118,811
Total liabilities	5,439,543			4,209,952				6,298,546						5,279,457

Shareholders' equity	521,317			445,475				600,137						508,788
	$ 5,960,860			$ 4,655,427			$	6,898,683					$	5,788,245

Net interest income on tax equivalent basis *		$ 146,542			$ 111,636				$	109,519					$	95,617

Tax equivalent adjustment		130			234					59						92

Net interest income		$ 146,412			$ 111,402				$	109,460					$	95,525

Net interest margin *			3.41%			3.40%						3.26%						3.43%

* Full taxable equivalent basis, using 21% respective statutory Federal tax rates in 2020 and 2019.
** Includes loans held at fair value.

* Full taxable equivalent basis, using 21% respective statutory Federal tax rates in 2021 and 2020.							* Full taxable equivalent basis, using 21% respective statutory Federal tax rates in 2021 and 2020.
** Includes commercial loans, at fair value for 2021 previously classified as held-for-sale at June 30, 2020. All periods include non-accrual loans.							** Includes commercial loans, at fair value for 2021 previously classified as held-for-sale at June 30, 2020. All periods include non-accrual loans.
NOTE: In the table above, the 2021 interest on loans reflects $4.5 million of interest and fees which were earned on a short-term line of credit to another institution to initially fund PPP loans, which did not significantly increase average loans or assets and which are not expected to recur. Interest on loans also includes $3.7 million of interest and fees on PPP loans. In 2020 the table above includes comparable PPP interest and fees of $1.6 million. Increases in interest earning deposits at the Federal Reserve Bank reflect increased deposits resulting from stimulus payments distributed to a large segment of the population, resulting from December 2020 federal legislation.							NOTE: In the table above, the 2021 interest on loans reflects $4.5 million of interest and fees which were earned on a short-term line of credit to another institution to initially fund PPP loans, which did not significantly increase average loans or assets and which are not expected to recur. Interest on loans also includes $3.7 million of interest and fees on PPP loans. In 2020 the table above includes comparable PPP interest and fees of $1.6 million. Increases in interest earning deposits at the Federal Reserve Bank reflect increased deposits resulting from stimulus payments distributed to a large segment of the population, resulting from December 2020 federal legislation.

For the first ~~nine~~six months of ~~2020,~~2021, average interest earning assets increased to ~~$5.60~~$6.61 billion, an increase of ~~$1.38~~$1.17 billion, or ~~32.6%~~21.6%, from ~~$4.22~~$5.43 billion in the first ~~nine~~six months of ~~2019.~~2020. The increase reflected increased average balances of loans and leases of ~~$1.43 billion, or 59.9%, and an increase in interest earning deposits at the Federal Reserve Bank of $4.9~~$927.3 million, or ~~1.1%~~25.7%, partially offset by decreased average investment securities of $229.2 million, or 16.7%. ~~Average~~For those respective periods, average demand and interest checking deposits increased ~~$1.02 billion,~~$872.7 million, or ~~26.5%~~18.4%, primarily as a result of deposit growth in prepaid and debit

card accounts. The ~~$270.0~~$263.1 million increase in average savings and money market balances between these respective periods reflected growth in interest bearing accounts

offered by our affinity group clients to prepaid and debit card account customers. A portion of second quarter deposit growth resulted from economic stimulus payments related to the pandemic, and is temporary as described in “Liquidity and Capital Resources”. The interest expense shown for demand and interest checking is primarily comprised of interest paid to our affinity ~~third parties which market the accounts.~~groups.

Provision for Credit Losses. Our credit for the provision for credit losses ~~increased $2.8 million~~was $129,000 for the first six months of 2021 compared to ~~$5.8~~a provision for credit losses of $4.5 million for the first ~~nine~~six months of 2020. The decrease reflected second quarter reversals of 2020 ~~compared to $3.0 million for the first nine months of 2019.~~ ~~The increase reflected higher~~CECL provisions for ~~leasing, which reflected higher leasing charge-offs in 2020. The provision also included $1.1 million resulting from increasing our CECL qualitative input~~credit losses for ~~the potential negative impact of~~ economic factors ~~on our loan portfolio.~~related to the COVID-19 pandemic. The ~~$1.1 million was primarily recognized in the first quarter of the year. See “Recent Developments” for additional impacts of the Coronavirus on our financial performance.~~ ~~At September 30, 2020, our~~ allowance for credit losses ~~amounted~~decreased to ~~$15.7~~$15.3 million, or ~~0.63%~~0.52%, of total loans ~~compared to $10.2~~at June 30, 2021, from $16.1 million, or ~~0.56%~~0.61%, of total loans at December 31, ~~2019.~~2020. We believe that our allowance is adequate to cover expected losses. For more information about our provision and allowance for credit losses and our loss experience, see “Financial Condition-Allowance for credit ~~losses,”~~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 consolidated financial statements.

Non-Interest ~~Income~~Income.. Non-interest income was ~~$61.3~~$49.9 million in the first ~~nine~~six months of ~~2020~~2021 compared to ~~$83.6~~$37.0 million in the first ~~nine~~six months of ~~2019.~~2020. The ~~$22.3~~$13.0 million, or ~~26.7%~~35.1%, ~~reduction resulted~~increase between those respective periods was primarily ~~from~~ the ~~$29.7 million change~~result of an improvement in net realized and unrealized gains (losses) on ~~commercial~~non-SBA CRE loans, at fair value. Net realized and unrealized gains (losses) on such loans increased to a gain of $4.6 million from a loss of $6.1 million. The $10.7 million improvement was primarily the result of exit and prepayment fees on loan payoffs in the second quarter of 2021 and unrealized losses in 2020 due to changes in fair value related to the COVID-19 pandemic. We are planning to hold loans which were originated for ~~sale.~~securitizations in our portfolio and are not currently planning any further securitizations. In the third quarter of 2021, we began newly originating such loans, the vast majority of which ~~was partially offset~~are collateralized by ~~an $8.5 million increase in prepaid and debit card and related fees.~~apartment buildings. Prepaid, ~~and~~ debit card and related fees increased ~~$8.5~~$1.4 million, or ~~17.7%~~3.9%, to ~~$56.6~~$38.7 million for the first ~~nine~~six months of ~~2020 from $48.1~~2021 compared to $37.2 million ~~for the~~in first ~~nine~~six months ~~of 2019.~~2020. The increase reflected higher ~~transactional~~transaction 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 $2.1 million,~~increased $147,000, or ~~28.3%~~4.1%, to ~~$5.3~~$3.7 million for the first ~~nine~~six months of ~~2020~~2021 compared to ~~$7.4~~$3.6 million in the first six months of 2020. Leasing related income increased $1.5 million, or 114.1%, to $2.7 million for the first ~~nine~~six months of ~~2019~~. 2021 from $1.3 million for the first six months of 2020. The ~~decrease relected~~increase reflected the ~~exit~~impact of the reopening of vehicle auctions after COVID-19 pandemic shutdowns, and higher ~~risk ACH customers.~~ ~~Net realized and unrealized gains (losses) on commercial loans originated~~vehicle market prices due to vehicle shortages. Other non-interest income decreased $791,000, or 74.3%, to $273,000 for ~~sale reflected a loss~~the first six months of ~~$5.4~~2021 from $1.1 million in the first ~~nine~~six months of 2020 compared to a gain of $24.3 million in the comparable prior year period. In 2019 the vast majority of the $24.3 million gain was realized upon the closing of two securitizations, while the $5.4 million 2020 unrealized loss resulted from fair value adjustments to our portfolio of commercial loans held at fair value. Gain or loss on commercial loans originated for securitization is subject to market conditions. We are planning to hold the loans which were originated for securitizations in our portfolio and are not currently planning any further securitizations. Leasing related income increased $484,000, or 20.9%, to $2.8 million for the first nine months of 2020 from $2.3 million for the first nine months of 2019. The increase reflected higher used vehicle prices resulting from a shortage of new vehicles due to Coronavirus shutdowns, related gains on sale for which are recorded in this income category. Service fees on deposit accounts decreased $46,000, or 66.7%, to $23,000 for the first nine months of 2020 from $69,000 for the first nine months of 2019. Other non-interest income increased $617,000, or 44.7%, to $2.0 million in the first nine months of 2020 from $1.4 in the first nine months of 2019. The increase refected the recovery of certain prepaid fees which were written off in prior years.2020.

Non-Interest Expense. Total non-interest expense was ~~$123.1~~$85.8 million for the first ~~nine~~six months of ~~2020,~~2021, an increase of ~~$2.3~~$4.7 million, or ~~1.9%~~5.8%, ~~from $120.8~~compared to $81.0 million for the first ~~nine~~six months of ~~2019.~~2020. Salaries and employee benefits ~~expense~~ increased to ~~$74.7~~$52.7 million for the first six months of 2021, an increase of $4.5 million, or ~~6.4%~~9.4%, from ~~$70.2~~$48.2 million for the first ~~nine~~six months of ~~2019.~~2020. Higher salary expense in ~~2020~~2021 reflected higher incentive compensation expense, including equity compensation, and higher compliance ~~risk management and IT~~ expense, ~~which were~~ primarily related to the payments business. Depreciation and amortization decreased ~~$368,000,~~$257,000, or ~~13.0%~~15.4%, to ~~$2.5~~$1.4 million in the first ~~nine~~six months of ~~2020~~2021 from ~~$2.8~~$1.7 million in the first ~~nine~~six months of ~~2019~~2020, which reflected reduced spending on fixed assets and equipment. Rent and occupancy decreased ~~$113,000,~~$294,000, or ~~2.6%~~10.4%, to ~~$4.2~~$2.5 million in the first ~~nine~~six months of ~~2020~~2021 from ~~$4.3~~$2.8 million in the first ~~nine~~six months of ~~2019.~~2020 reflecting a reduction in leased space and a relocation to lower cost space. Data processing ~~expense~~ decreased ~~$146,000,~~$74,000, or ~~4.0%~~3.2%, to ~~$3.5~~$2.3 million in the first ~~nine~~six months of ~~2020~~2021 from ~~$3.7~~$2.3 million in the first ~~nine~~six months of ~~2019.~~2020. Printing and supplies decreased ~~$66,000,~~$130,000, or ~~13.0%~~39.9%, to ~~$440,000~~$196,000 in the first ~~nine~~six months of 2021 from $326,000 in the first six months of 2020, ~~from $506,000~~reflecting fewer paper based accounts and processes. Audit expense decreased $54,000, or 6.7%, to $754,000 in the first ~~nine~~six months of ~~2019. Audit~~2021 from $808,000 in the first six months of 2020. Legal expense ~~decreased $60,000,~~increased $956,000, or ~~4.7%~~30.4%, to ~~$1.2~~$4.1 million in the first ~~nine~~six months of ~~2020~~2021 from ~~$1.3~~$3.1 million in the first ~~nine months of 2019 which reflected decreased regulatory and tax compliance audit fees. Legal expense decreased $188,000, or 4.3%, to $4.1 million for the first nine~~six months of 2020, ~~from $4.3 million in the first nine months of 2019,~~ reflecting ~~decreased~~increased costs associated with two fact-finding inquiries by the SEC as described in Note 1314 to the consolidated financial ~~statements.~~statements. Amortization of intangible assets decreased ~~$707,000,~~by $95,000, or ~~61.6%~~32.3%, to ~~$441,000 for~~$199,000 in the first ~~nine~~six months of ~~2020~~2021 from ~~$1.1 million for~~$294,000 in the first ~~nine~~six months of ~~2019.~~2020. The reduction reflected the ~~full~~completion of the amortization of our customer list intangible for the Stored Value Solutions purchase from Marshall ~~Bankfirst.~~ Bankfirst~~FDIC~~. Federal Deposit Insurance Corporation (“FDIC”) insurance expense ~~increased $2.8 million,~~decreased $538,000, or ~~57.4%~~9.8%, to ~~$7.7~~$5.0 million for the first ~~nine~~six months of ~~2020~~2021 from ~~$4.9~~$5.5 million in the first ~~nine~~six months of ~~2019,~~ 2020 primarily due to a reduction in the Bank’s assessment rate which was partially offset by an increase in average liabilities, against which insurance rates are applied. Software expense increased ~~$1.3 million,~~$527,000, or ~~13.9%~~7.7%, to ~~$10.5~~$7.4 million in the first ~~nine~~six months of ~~2020~~2021 from ~~$9.2~~$6.9 million in the first ~~nine~~six months of ~~2019 which~~2020. The increases reflected ~~increased~~ expenditures for information technology ~~infrastructure~~ to improve efficiency and scalability, including ~~BSA software required~~expenses related to ~~satisfy regulatory requirements.~~remote operations and cybersecurity, and upgrades for ACH payment systems and SBA loan processing. Insurance expense increased ~~$185,000,~~$453,000, or ~~9.9%~~34.4%, to ~~$2.1~~$1.8 million in the first ~~nine~~six months of ~~2020 from $1.9~~2021 compared to $1.3 million in the first ~~nine~~six months of ~~2019,~~2020, reflecting higher ~~rates and higher coverage limits.~~rates. Telecom and IT network communications ~~expense~~ increased ~~$126,000,~~$20,000, or ~~11.9%~~2.5%, to ~~$1.2~~$814,000 in the first six months of 2021 from $794,000 in the first six months of 2020. Consulting decreased $97,000, or 16.1%, to $504,000 in the first six months of 2021 from $601,000 in the first six months of 2020. Other non-interest expense decreased $201,000, or 3.2%, to $6.1 million in the first ~~nine~~six months of ~~2020~~2021 from ~~$1.1~~$6.3 million in the first ~~nine~~six months of ~~2019.~~2020. The $201,000 decrease reflected a $670,000 reduction in travel expenses which was partially offset by other expense increases, including a $222,000 increase ~~reflected migration to a new fiber optic network to improve performance and efficiency. Consulting expense decreased $1.6 million, or 60.8%, to $1.0 million~~ in the first nine months of 2020 from $2.6 million in the first nine months of 2019, reflecting decreased BSA and other regulatory consulting. SEC settlement expense decreased $1.4 million, or 100.0%, to $0 in 2020 from $1.4 million in 2019. Lease termination expense decreased $908,000, or 100.0%, to $0 in the first nine months of 2020 from $908,000 in the first nine months of 2019. Other non-interest expense decreased $1.1 million, or 10.0%, to $9.6 million in the first nine months of 2020 from $10.7 million in the first nine months of 2019 reflecting $1.4 million of decreased travel expense.

fraud losses.

Income Taxes. Income tax expense for continuing operations was ~~$19.0~~$16.9 million for the first ~~nine~~six months of ~~2020~~2021 compared to ~~$17.6~~$11.1 million in the first ~~nine~~six months of ~~2019.~~2020. A ~~25.2%~~23.4% effective tax rate in ~~2020~~2021 and a ~~26.6%~~25.0% effective tax rate in ~~2019~~2020 primarily reflected a 21% federal tax rate and the impact of various state income taxes. The reduction in effective tax rate for 2021 reflected the impact of an

excess tax deduction related to stock-based compensation recorded as a discrete item in 2021. The large deduction and tax benefit resulted from the increase in the Company’s stock price as compared to the original grant date.

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. ~~Interest-bearing balances at the Federal Reserve Bank, maintained on an overnight basis, averaged $413.3~~Average deposits increased by $888.5 million, or 16.5%, to $6.26 billion for ~~the third~~second quarter ~~of 2020,~~2021 compared to ~~the prior year third~~second quarter ~~average of $474.5 million. Average deposits~~2020. While that increase primarily reflected increases in ~~third quarter 2020 increased by $1.44 billion, or 34.9%, to $5.56 billion. An~~transaction accounts from debit and prepaid card account balances, it also reflected an increase in average savings and money market accounts of ~~$457.9~~$291.9 million between those ~~periods~~periods. The growth in savings and money market accounts reflected growth in ~~interest bearing~~interest-bearing accounts offered by our affinity group clients to prepaid and debit card account customers. A portion of second quarter deposit growth resulted from economic stimulus payments related to the pandemic, and is temporary. By June 30, 2021 deposits had decreased from the $6.26 billion quarterly average for the second quarter of 2021, to $5.68 billion. A portion of the increase in deposits were retained at the Federal Reserve, and related average balances at that institution in second quarter 2021 increased to $1.1 billion from $426.2 million in second quarter 2020. By June 30, 2021, that balance had been reduced to $583.5 million, as a result of the outflows of the stimulus payment deposits. The increased deposits were utilized to fund loan growth, as were securities prepayments, which accelerated after the Federal Reserve’s first quarter 2020 rate reductions. Overnight borrowings are also periodically utilized as a funding source to facilitate cash management, but average balances have generally not been significant.

~~Investment securities available-for-sale provide a~~Our primary source of ~~balance sheet liquidity.~~liquidity is available-for-sale securities which amounted to $1.11 billion at June 30, 2021 compared to $1.21 billion at December 31, 2020. ~~Approximately $700~~In excess of $500 million of our ~~investments~~available-for-sale securities are ~~issued by~~ U.S. government ~~agencies and~~agency securities which are ~~accordingly~~ highly liquid and may be pledged as collateral for our ~~FHLB~~Federal Home Loan Bank line of credit. Loan repayments, also a source of funds, were exceeded by new loan disbursements during ~~the first nine months of 2020.~~second quarter 2021. As a result, at June 30, 2021 outstanding loans ~~outstanding at September 30, 2020 totaled $2.49~~amounted to $2.92 billion, compared to ~~$1.82~~$2.65 billion at ~~December 31, 2019,~~the prior year end, an increase of ~~$664.5 million. Over that period, commercial~~$263.0 million, which was funded by deposits and securities prepayments. Commercial loans, ~~held~~ at fair value ~~increased $669.4~~decreased to $1.69 billion from $1.81 billion between those respective dates, a decrease of $120.6 million, ~~to $1.85 billion primarily as a result of growth in the commercial real estate loans~~ which ~~were originated~~also provided funding for ~~sale into securitizations.~~other loan categories. In 2019 and previous years, ~~we have sold~~these loans were generally originated for sale into securitizations at six month ~~intervals. In~~intervals, but in 2020 we decided to retain such loans on the balance sheet. After we suspended originating such loans, we began newly originating non-SBA CRE loans in the third quarter of ~~2020, we decided to~~2021. Our liquidity planning has not ~~pursue additional~~previously placed undue reliance on securitizations, and nowhile our future planning excludes the impact of securitizations, other liquidity sources, primarily deposits, are ~~currently planned. If these loans are not sold, they will~~determined to be ~~retained on the balance sheet as interest-earning assets.~~adequate.

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. The majority of our deposit accounts are obtained with the assistance of ~~third parties~~third-parties and as a result ~~are~~have historically been classified as brokered by the FDIC. ~~The~~Prior FDIC guidance for classification of deposit accounts as brokered iswas relatively broad, and generally ~~includes~~included 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 lines as presently conducted. In December 2020, the FDIC issued a new regulation which should result in certain of our deposits being reclassified from brokered to non-brokered, although the FDIC has not yet confirmed the extent of such reclassifications.

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 core deposits of peers with branch systems.~~ Certain components of our deposits do experience seasonality, creating greater excess liquidity at certain times. The largest deposit inflows occur in the first quarter of the year when certain of our accounts are credited with tax refund payments from the U.S. Treasury.

While consumer ~~transaction~~deposit accounts including prepaid and debit card accountscomprise the vast majority of our funding needs, we maintain secured borrowing lines with the FHLB and the Federal Reserve. As of ~~September~~June 30, ~~2020,~~2021, we had a line of credit with the Federal Reserve which exceeded one billion dollars, which may be collateralized by various types of loans, ~~and securities,~~ but which we generally have not used. To mitigate the impact of the ~~Coronavirus,~~COVID-19 pandemic, 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 ~~September~~June 30, ~~2020,~~2021, we had eligible securities which would result in approximately ~~$700~~$500 million of availability. Additionally, we have pledged approximately ~~$1.3~~$1.15 billion of multi-family loans to the FHLB. As a result, we have approximately $1.0 billion of availability on our line of credit which we can access at any time. As of ~~September~~June 30, ~~2020,~~2021, we had no ~~amount~~amounts outstanding on either the Federal Reserve ~~line~~ or ~~on our~~ FHLB ~~line.~~lines. We expect to continue to maintain our facilities with the FHLB and Federal Reserve. We actively monitor our positions and contingent funding sources daily.

As a holding company conducting substantially all of our business through our subsidiaries, our near term needs for liquidity consists principally of cash needed to make required interest payments on our trust preferred securities and senior ~~debt and our~~debt. Our sources of liquidity have primarily come in the form of dividends from the Bank to the holding ~~company.~~company, and the issuance of debt. In the third quarter of 2020, holding company cash was increased by approximately $98.2 million as a result of the net proceeds of a senior debt offering. As of ~~September~~June 30, ~~2020,~~2021, we had cash reserves of approximately ~~$111.3~~$89.2 million at the holding company. A reduction from the prior quarter end reflected the impact of $10.0 million of common stock repurchases. The quarterly interest payments on the $100.0 million of senior debt are approximately $1.2 million based on a fixed rate of 4.75%. Current quarterly interest payments on the $13.4 million of subordinated debentures are approximately $118,000 based on a floating rate of 3.25% over ~~LIBOR.~~London Inter-bank Offered Rate (“LIBOR”). The senior debt matures in August

2025 and the subordinated debentures mature in March 2038. In lieu of repayment of debt from Bank dividends, industry practice includes the issuance of new debt to repay maturing debt.

Included in our cash and cash-equivalents at ~~September~~June 30, ~~2020~~2021 were ~~$294.8~~$583.5 million of interest earning deposits which primarily consisted of deposits with the Federal Reserve.

Net redemptions of investment securities for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 were ~~$146.2~~$123.2 million compared to net ~~purchases~~redemptions of ~~$35.0~~$91.8 million for the prior year period. We had outstanding commitments to fund loans, including unused lines of credit, of ~~$2.26~~$2.13 billion and ~~$2.34~~$2.17 billion as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, 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 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.~~quarter. “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, ~~2020,~~2021, we were “well capitalized” under banking regulations.

The reduction in the leverage ratio from year end reflected significant deposit inflows toward the end of first quarter 2021, which resulted primarily from stimulus payments authorized by the December 2020 legislation noted previously.

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, 2020
As of June 30, 2021
The Bancorp, Inc.	8.62%	14.26%	14.68%	14.26%	8.52%	15.39%	15.78%	15.39%
The Bancorp Bank	8.50%	14.04%	14.45%	14.04%	8.73%	15.75%	16.14%	15.75%
"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, 2019
As of December 31, 2020
The Bancorp, Inc.	9.63%	19.04%	19.45%	19.04%	9.20%	14.43%	14.84%	14.43%
The Bancorp Bank	9.46%	18.71%	19.11%	18.71%	9.11%	14.27%	14.68%	14.27%
"Well capitalized" institution (under FDIC regulations-Basel III)	5.00%	8.00%	10.00%	6.50%	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 the 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 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, ~~2020.~~2021. 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, 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~~rate floors are included in commercial loans, ~~held~~ at fair value and totaled approximately ~~$1.50~~$1.47 billion at ~~September~~June 30, ~~2020.~~2021. The table does not assume any prepayment of fixed-rate loans and mortgage-backed securities 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, at fair value	$ 1,694,648	$ 22,384	$ 32,162	$ 15,852	$ 84,901	$	1,567,662	$	9,456	$	37,914	$	10,375	$	64,809
Loans net of deferred loan costs	1,895,039	79,403	247,143	226,115	41,061
Loans, net of deferred loan fees and costs							2,140,434		81,441		268,148		321,088		104,233
Investment securities	579,359	64,702	232,306	226,433	162,103		497,612		126,170		188,954		186,102		107,237
Interest earning deposits	294,758	-	-	-	-		583,498		—		—		—		—
Total interest earning assets	4,463,804	166,489	511,611	468,400	288,065		4,789,206		217,067		495,016		517,565		276,279

Interest bearing liabilities:
Demand and interest checking	3,188,027	54,130	54,130	-	-		3,364,861		130,710		130,710		—		—
Savings and money market	126,482	252,964	126,482	-	-		114,922		229,844		114,922		—		—
Securities sold under agreements to repurchase	42	-	-	-	-		42		—		—		—		—
Subordinated debentures	13,401	-	-	100,000	-
Senior debt and subordinated debentures							13,401		—		—		98,498		—
Total interest bearing liabilities	3,327,952	307,094	180,612	100,000	-		3,493,226		360,554		245,632		98,498		—
Gap	$ 1,135,852	$ (140,605)	$ 330,999	$ 368,400	$ 288,065	$	1,295,980	$	(143,487)	$	249,384	$	419,067	$	276,279
Cumulative gap	$ 1,135,852	$ 995,247	$ 1,326,246	$ 1,694,646	$ 1,982,711	$	1,295,980	$	1,152,493	$	1,401,877	$	1,820,944	$	2,097,223
Gap to assets ratio	18%	-2%	5%	6%	5%		20%		(2)%		4%		6%		4%
Cumulative gap to assets ratio	18%	16%	21%	27%	32%		20%		18%		22%		28%		32%

* 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 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. ~~Estimates~~While the gap table above shows a positive gap, interest rate increases of ~~changes in~~up to 200 basis points might be required to increase net interest income, ~~in our Form 10-K for the year ended December 31, 2019 have changed due to current modeling results. The previous 6.29% increase in net interest income projected in connection with an increase in rates~~as a result of 100 basis points as of year-end is now estimated to be a decrease of 1.68%. For an increase in rates of 200 basis points, the year-end projected increase of 11.54% has been decreased to 1.23%. The changes from year-end estimates reflect the impact of the interest rate floors on $1.50 billion of loans in commercial loans held at fair value. Because we decided to retain these loans in the third quarter of 2020, and their rates have reached their floors, their previous benefit in higher rate environments is now generally reflected in net interest income actually being realized. Model projections for lower interest rate scenarios also indicate

greater reductions in net interest income compared to year-end. However, these reduced interest rate projections require negative interest rate assumptions, which we believe are significantly less reliable than increased rate assumptions.

floors.

Financial Condition

General. Our total assets at ~~September~~June 30, ~~2020~~2021 were ~~$6.17~~$6.55 billion, of which our total loans were ~~$2.49~~$2.92 billion, and our commercial loans, ~~held~~ at fair value were ~~$1.85~~$1.69 billion. At December 31, ~~2019,~~2020, our total assets were ~~$5.66~~$6.28 billion, of which our total loans were ~~$1.82~~$2.65 billion, and our commercial loans, ~~held~~ at fair value were ~~$1.18~~$1.81 billion. The increase in assets reflected growth in loans and commercial loans held at fair value, funded by growth in demand and interest checking and savings and money market deposits. The change in assets also reflects variability in daily deposit balances and higher equitydeposits resulting from ~~earnings and unrealized securities gains.~~stimulus payments authorized by 2020 federal legislation to address the economic impact of COVID-19.

Interest earning deposits and federal funds sold. At ~~September~~June 30, ~~2020,~~2021, we had a total of ~~$294.8~~$583.5 million of interest earning deposits compared to ~~$924.5~~$339.5 million at December 31, ~~2019, a decrease~~2020, an increase of ~~$629.8 million, or 68.1%.~~$244.0 million. These deposits were comprised primarily of balances at the Federal Reserve, and ~~were generally reduced to fund~~reflect the ~~aforementioned loan growth.~~impact of stimulus payments.

Investment portfolio. For detailed information on the composition and maturity distribution of our investment portfolio, see Note 5 to the ~~Financial Statements.~~consolidated financial statements. Total investment securities decreased to ~~$1.26~~$1.11 billion at ~~September~~June 30, ~~2020,~~2021, a decrease of ~~$140.2~~$100.1 million, or ~~10.0%~~8.3%, from December 31, ~~2019.~~2020. The decrease reflected prepayments on mortgage backed-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 flexibilitybacked-securities as a result of the ~~future phase-out of LIBOR.~~

The four securities transferred to available-for-sale and their values as of September 30, 2020 were as follows: 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 supported by diversified portfolios of corporate securities with a book value of $75.1 million and a fair value of $75.5 million.

lower rate environment.

Under the accounting guidance related to CECL, changes in fair value of securities unrelated to credit losses, continue to be recognized through equity. However, credit-related losses are recognized through an allowance, rather than through a reduction in the amortized cost of the security. 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 included in previous guidance. Generally, a security’s 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. That difference is recognized through the income statement, as with prior guidance, but is renamed a provision for credit loss. For the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, we recognized no credit-related losses on our portfolio.

Investments in Federal Home Loan and Atlantic Central Bankers Bank stock are recorded at cost and amounted to ~~$1.4~~$1.7 million at ~~September~~June 30, ~~2020, compared to $5.3~~2021 and $1.4 million at December 31, ~~2019.~~2020. Federal Home Loan Bank stock purchases are required in order to borrow from the Federal Home Loan Bank. ~~The decline in stock holdings at September 30, 2020 resulted from a reduction in borrowings from the FHLB during the quarter.~~ Both the FHLB and Atlantic Central Bankers Bank require its correspondent banking institutions to hold stock as a condition of membership.

At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 no investment securities were encumbered through ~~pledging.~~pledging as there were no borrowings as of those dates.

As of ~~September~~June 30, ~~2020~~2021, the principal balance of the security we owned issued by CRE-1 was ~~$7.5~~$7.1 million. Repayment is expected from the workout or disposition of commercial real estate collateral, all proceeds of which will first repay our ~~$7.5~~$7.1 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~~$27.0 million, based upon a ~~2016 appraisal.~~2020 appraisal, obtained after the COVID-19 pandemic began. As of ~~September~~June 30, ~~2020~~2021, 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~~had 27% excess credit support; thus, losses of 27% of remaining security balances would have to be incurred, prior to any loss on our security. Additionally, the commercial real estate collateral supporting five of the remaining seven loans was ~~appraised in 2017, with certain of those appraisals updated~~re-appraised in 2020 ~~at the direction of the special servicer, for an~~and 2021. The updated appraised value ofis approximately ~~$142.2~~$129.0 million. The remaining principal to be repaid on all securities is approximately ~~$114.4~~$114.0 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 27% credit support within the securitization structure. However, reappraisals for remaining properties could result in further decreases in collateral valuation. While available information indicates that collateral valuation will be adequate to repay our security, there can be no assurance that such valuations will be realized upon loan resolutions, and that deficiencies will not exceed the 27% credit support.

The following table shows the contractual maturity distribution and the weighted average yield of our investment portfolio security as of June 30, 2021 (in thousands):


				After			After
	Zero			one to			five to			Over
	to one		Average	five		Average	ten		Average	ten		Average
Available-for-sale	year		yield	years		yield	years		yield	years		yield	Total
U.S. Government agency securities	$	—	—	$	6,241	2.23%	$	20,801	2.81%	$	16,050	2.24%	$	43,092
Asset-backed securities		—	—		6,844	1.52%		123,927	1.43%		187,687	1.58%		318,458
Tax-exempt obligations of states and political subdivisions *		—	—		2,536	2.99%		1,221	2.30%		—	—		3,757
Taxable obligations of states and political subdivisions		—	—		33,518	3.20%		15,865	3.62%		—	—		49,383
Residential mortgage-backed securities		1,226	2.61%		47,997	2.41%		23,071	2.82%		154,306	1.61%		226,600
Collateralized mortgage obligation securities		—	—		—	—		9,466	2.03%		94,808	2.02%		104,274
Commercial mortgage-backed securities		—	—		77,345	2.62%		33,671	0.87%		242,913	3.12%		353,929
Corporate debt securities		—	—		—	—		—	—		6,582	2.96%		6,582
Total	$	1,226		$	174,481		$	228,022		$	702,346		$	1,106,075
Weighted average yield			2.61%			2.62%			1.79%			2.20%

* If adjusted to their taxable equivalents, yields would approximate 3.78% and 2.91% for one to five years and five to ten years, respectively, at a Federal tax rate of 21%.

Commercial ~~loan,~~loans, at fair value. Commercial loans, ~~held~~ at fair value are comprised of ~~commercial real estate~~non-SBA CRE loans and SBA loans originated for sale or securitization in the secondary market ~~and~~through first quarter 2020, which are now being held on the balance sheet. ~~Commercial real estate~~Non-SBA CRE loans and SBA loans are valued using a discounted cash flow analysis based upon pricing for similar loans where market indications of

the sales price of such loans are not available, on a pooled basis. Commercial loans, at fair value decreased to $1.69 billion at June 30, 2021 from $1.81 billion at December 31, 2020. The decrease resulted from loan payoffs and payments. In the third quarter of 2021 we began newly originating non-SBA CRE loans, after having suspended such originations for most of 2020 and the first half of 2021. These originations reflect lending criteria similar to the existing loan portfolio and are primarily comprised of multi-family (apartment buildings) collateral. See “Commercial real estate loans held at fair value, ~~increased~~excluding SBA loans…” below. Interest rates shown in that table represent rate floors, set at origination. Rates on new loans will vary with market rates for such loans and are planned to $1.85 billion at September 30, 2020 from $1.18 billion at December 31, 2019. The increase reflected the failure of a purchaser to consummate a planned purchase of approximately $825 million of CRE loans scheduledbe held for ~~April 2020 and a decision to retain these loans on the balance sheet.~~investment.

Loan portfolio. Total loans increased to ~~$2.49~~$2.92 billion at ~~September~~June 30, ~~2020~~2021 from ~~$1.82~~$2.65 billion at December 31, ~~2019.~~2020.

The following table summarizes our loan portfolio, excluding loans held at fair value, by loan category for the periods indicated (in thousands):



	September 30,	December 31,
	2020	2019	June 30,		December 31,
			2021		2020
SBL non-real estate	$ 293,488	$ 84,579	$	228,958	$	255,318
SBL commercial mortgage	270,264	218,110		343,487		300,817
SBL construction	27,169	45,310		18,494		20,273
Small business loans *	590,921	347,999		590,939		576,408
Direct lease financing	430,675	434,460		506,424		462,182
SBLOC / IBLOC **	1,428,253	1,024,420		1,729,628		1,550,086
Advisor financing ***	26,600	-		72,190		48,282
Other specialty lending	2,194	3,055		2,092		2,179
Other consumer loans ****	3,809	4,554		3,748		4,247
	2,482,452	1,814,488		2,905,021		2,643,384
Unamortized loan fees and costs	6,308	9,757		10,323		8,939
Total loans, net of unamortized loan fees and costs	$ 2,488,760	$ 1,824,245	$	2,915,344	$	2,652,323


	June 30,		December 31,
	2021		2020
SBL loans, net of deferred costs of $2,462 and $1,536
for June 30, 2021 and December 31, 2020, respectively	$	593,401	$	577,944
SBL loans included in commercial loans, at fair value		225,534		243,562
Total small business loans	$	818,935	$	821,506

* The preceding table shows small business loans ~~or SBL,~~ and ~~SBL~~small business loans held at fair value. The small business loans held at fair value are comprised of the government guaranteed portion of SBA 7a loans at the dates ~~indicated (in thousands). While the majority~~indicated. A reduction in SBL non-real estate loans from $305.4 million at March 31, 2021 to $229.0 million at June 30, 2021 resulted from U.S. government repayments of ~~SBL are comprised of SBA loans, SBL also includes $17.8~~$60.8 million of ~~non-SBA~~PPP loans asauthorized by The Consolidated Appropriations Act, 2021 and the repayment of ~~September~~$19.7 million of a line of credit to another institution related to PPP loans. PPP loans totaled $129.4 million at June 30, ~~2020~~2021 and ~~$17.0~~$165.7 million at December 31, ~~2019. Included in SBL are $207.9 million of short term Paycheck Protection loans.~~

2020, respectively.

**** Included in the table above under other consumer loans are demand deposit overdrafts reclassified as loan balances totaling ~~$151,000~~$424,000 and ~~$882,000~~$663,000 at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. Estimated overdraft charge-offs and recoveries are reflected in the allowance for credit ~~losses.~~losses and have been immaterial.

6261

The following table summarizes our small business loan portfolio, including SBA loans held at fair value, by loan category as of ~~September~~June 30, ~~2020~~2021 (in thousands):


			Loan principal
U.S. government guaranteed portion of SBA loans (a)	$	~~$ 334,681~~357,703
Paycheck Protection Program ~~Loans~~loans (PPP) (a)		~~207,893~~129,446
Commercial mortgage SBA (b)		~~165,047~~189,341
Construction SBA (c)		~~12,972~~8,562
~~Unguaranteed~~Non-guaranteed portion of U.S. government guaranteed loans (d)		~~98,027~~105,831
Non-SBA small business loans (e)		~~17,750~~18,339
Total principal	$	~~$ 836,370~~809,222
~~Fair value adjustment (f)~~Unamortized fees and costs		~~5,510~~
~~Unamortized fees~~		~~(607)~~9,713
Total small business loans	$	~~$ 841,273~~818,935

(a)This is the portion of SBA 7a loans (7a) and PPP loans 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)~~(“LTV”), generally 50-60%, to which the ~~bank~~Bank adheres.

(c)Of the ~~$13~~$8.6 million in Construction SBA loans, ~~$10~~$8.3 million are 504 first mortgages with an origination date ~~loan-to-value~~LTV of 50-60% and $3$0.3 million are SBA interim loans with an approved SBA post-construction full takeout/payoff.

(d)The ~~$98~~$105.8 million represents the ~~unguaranteed~~non-guaranteed 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 loans and 504 loans require the personal guaranty of all 20% or greater owners.

(e)The ~~$18~~$18.3 million inof non-SBA loans ~~consist~~is comprised 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$2.0 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 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.62

The following table summarizes our small business loan portfolio, excluding the government guaranteed portion of SBA 7a loans and PPP loans,by loan type as of ~~September~~June 30, ~~2020~~2021 (in thousands):

SBL commercial mortgage*
SBL construction*
SBL non-real estate
Total
% Total
Hotels
$                    66,241
$                  2,030
$                           21
$               68,292
23%
Professional services offices
20,797
-
2,602
23,399
8%
Full-service restaurants
14,694
1,060
3,804
19,558
7%
Child day care and youth services
15,320
413
969
16,702
5%
Bakeries
4,382
-
11,821
16,203
5%
Fitness/rec centers and instruction
2,031
7,635
1,813
11,479
4%
General warehousing and storage
10,723
-
-
10,723
4%
Limited-service restaurants and catering
6,999
-
3,420
10,419
4%
Elderly assisted living facilities
7,073
-
1,963
9,036
3%
Amusement and recreation industries
3,734
2,477
2,752
8,963
3%
Car washes
5,216
2,534
42
7,792
3%
Funeral homes
6,895
-
-
6,895
2%
New and used car dealers
4,093
-
-
4,093
1%
Automotive servicing
2,496
-
692
3,188
1%
Other
50,961
266
25,827
77,054
27%
$                  221,655
$                16,415
$                    55,726
$             293,796
100%


	SBL commercial mortgage*		SBL construction*		SBL non-real estate		Total		% Total
Hotels (except casino hotels) and motels	$	66,129	$	3,121	$	21	$	69,271	22%
Full-service restaurants		15,672		1,183		3,392		20,247	6%
Child day care services		16,217		—		882		17,099	5%
Baked goods stores		4,382		—		10,737		15,119	5%
Car washes		9,877		1,532		180		11,589	4%
Assisted living facilities for the elderly		9,533		—		—		9,533	3%
Offices of lawyers		9,494		—		—		9,494	3%
Lessors of nonresidential buildings (except miniwarehouses)		8,920		—		—		8,920	3%
Funeral homes and funeral services		7,648		347		—		7,995	2%
Limited-service restaurants		2,039		968		4,593		7,600	2%
General warehousing and storage		7,234		—		—		7,234	2%
All other amusement and recreation industries		4,977		33		1,103		6,113	2%
Outpatient mental health and substance abuse centers		4,971		—		—		4,971	2%
Other spectator sports		4,848		—		—		4,848	1%
Fitness and recreational sports centers		464		2,167		1,956		4,587	1%
Gasoline stations with convenience stores		4,304		—		—		4,304	1%
Offices of dentists		3,371		100		40		3,511	1%
Other warehousing and storage		3,261		—		—		3,261	1%
New car dealers		3,161		—		—		3,161	1%
All other miscellaneous wood product manufacturing		3,025		—		—		3,025	1%
Offices of physicians (except mental health specialists)		2,743		—		13		2,756	1%
All other miscellaneous general purpose machinery manufacturing		2,465		—		—		2,465	1%
Pet care (except veterinary) services		1,863		—		503		2,366	1%
Automotive body, paint, and interior repair and maintenance		1,746		—		591		2,337	1%
Sewing, needlework, and piece goods stores		2,337		—		—		2,337	1%
Caterers		2,120		—		177		2,297	1%
Amusement arcades		2,261		—		—		2,261	1%
Lessors of other real estate property		2,222		—		—		2,222	1%
Plumbing, heating, and air-conditioning contractors		2,038		—		154		2,192	1%
Landscaping services		562		—		1,629		2,191	1%
Offices of real estate agents and brokers		2,120		—		—		2,120	1%
Independent artists, writers, and performers		2,046		—		—		2,046	1%
Other**		44,095		1,389		27,118		72,602	20%
	$	258,145	$	10,840	$	53,089	$	322,074	100%

* Of the SBL commercial mortgage and SBL construction loans, ~~$60.1~~$61.0 million represents the total of the non-guaranteed portion of SBA 7a loans and non-SBA loans. The balance of those categories represents SBA 504 loans with 50%-60% origination date loan-to-values.

** Loan types less than $2.0 million are spread over a hundred different classifications such as Commercial Printing, Pet and Pet Supplies Stores, Securities Brokerage, etc.

The following table summarizes our small business loan portfolio, excluding the government guaranteed portion of SBA 7a loans and PPP loans, by state as of ~~September~~June 30, ~~2020~~2021 (in thousands):


	SBL commercial mortgage*	SBL construction*	SBL non-real estate	Total	% Total	SBL commercial mortgage*		SBL construction*		SBL non-real estate		Total		% Total
Florida	$ 34,773	$ 7,635	$ 7,649	$ 50,057	17%	$	53,638	$	33	$	8,225	$	61,896	19%
California	35,791	2,310	4,765	42,866	15%		42,053		1,183		4,275		47,511	15%
North Carolina							23,167		2,161		2,711		28,039	9%
Pennsylvania	29,616	-	3,531	33,147	11%		23,031		347		2,887		26,265	8%
New York							17,456		3,121		5,419		25,996	8%
Illinois	25,612	413	3,201	29,226	10%		22,697		—		2,725		25,422	8%
North Carolina	18,957	2,740	2,642	24,339	8%
New York	9,805	2,030	5,284	17,119	6%
Texas	11,202	-	5,097	16,299	6%		11,908		—		4,792		16,700	5%
New Jersey	3,272	1,067	7,168	11,507	4%		7,337		—		5,708		13,045	4%
Virginia							9,251		—		1,972		11,223	3%
Tennessee	10,586	-	893	11,479	4%		10,424		—		781		11,205	3%
Virginia	9,105	-	1,815	10,920	4%
Georgia	4,956	-	1,822	6,778	2%		7,287		—		1,885		9,172	3%
Colorado	2,736	217	1,484	4,437	2%		3,383		3,699		1,590		8,672	3%
Michigan	3,177	-	1,145	4,322	1%		3,222		—		1,528		4,750	1%
Washington	3,237	-	411	3,648	1%		3,169		—		190		3,359	1%
Ohio	2,480	-	623	3,103	1%		2,703		—		513		3,216	1%
Other States	16,350	3	8,196	24,549	8%
Other states							17,419		296		7,888		25,603	9%
	$ 221,655	$ 16,415	$ 55,726	$ 293,796	100%	$	258,145	$	10,840	$	53,089	$	322,074	100%

The following table summarizes the 10 largest loans in our small business loan portfolio, including loans held at fair value, as of ~~September~~June 30, ~~2020~~2021 (in thousands):

Type*
State
SBL commercial mortgage*
SBL construction*
Total
Professional services office
California
$                  8,935
$                            -
$                 8,935
Hotel
Florida
8,728
-
8,728
General warehouse
Pennsylvania
7,437
-
7,437
Hotel
North Carolina
5,774
-
5,774
Assisted living facility
Florida
-
5,092
5,092
Hotel
North Carolina
4,747
-
4,747
Fitness and rec center
Pennsylvania
4,509
-
4,509
Hotel
Pennsylvania
4,171
-
4,171
Hotel
Tennessee
3,786
-
3,786
Gas Station
Virginia
3,677
-
3,677
$                51,764
$                    5,092
$               56,856


Type*	State	SBL commercial mortgage*
Lawyer's office	California	$	8,744
Hotel	Florida		8,729
General warehouse and storage	Pennsylvania		7,234
Hotel	North Carolina		5,775
Assisted living facility	Florida		5,192
Outpatient mental health and substance abuse center	Florida		4,971
Hotel	North Carolina		4,747
Hotel	Pennsylvania		4,172
Hotel	Tennessee		3,786
Gasoline station	Virginia		3,636
Total		$	56,986

* All the top 10 loans are 504 SBA loans with 50%-60% origination date loan-to-value. The top 10 loan table above does not include loans to the extent that they are U.S. government ~~guaranteed.~~guaranteed.

Commercial real estate loans held at fair value, excluding SBA loans, are as follows including LTV at origination as of ~~September~~June 30, ~~2020~~2021 (dollars in thousands):


	# Loans	Balance	Origination date LTV	Weighted average minimum interest rate	# Loans	Balance		Weighted average origination date LTV		Weighted average minimum interest rate
Multifamily (apartments)	173	$ 1,463,119	76%	4.77%	136	$	1,322,949		76%		4.75%
Hospitality (hotels and lodging)	11	63,336	65%	5.73%	11		74,911		65%		5.74%
Retail	8	51,672	70%	4.62%	6		43,912		71%		4.65%
Other	7	25,127	70%	5.21%	7		27,765		70%		5.24%
	199	$ 1,603,254	75%	4.81%	160	$	1,469,537		75%		4.81%
Fair value adjustment		(4,265)					(4,855)
Total		$ 1,598,989				$	1,464,682

The following table summarizes our commercial real estate loans held at fair value, excluding SBA loans, by state as of ~~September~~June 30, ~~2020~~2021 (in thousands):


	Balance	Origination date LTV	Balance		Origination date LTV
Texas	$ 395,542	76%	$	425,603		77%
Georgia	251,675	78%		173,687		77%
Arizona	123,147	76%		107,680		76%
North Carolina	110,533	77%		69,123		78%
Nevada	55,904	80%
Alabama	54,379	76%		56,773		76%
Other states each <$50 million	612,074	73%
	$ 1,603,254	75%
Ohio				57,093		69%
Other states each <$55 million				579,578		73%
Total			$	1,469,537		75%

The following table summarizes our 15 largest commercial real estate loans held at fair value, excluding SBA loans as of ~~September~~June 30, ~~2020~~2021 (in thousands). All of these loans are multi-family loans.


	Balance	Origination date LTV	Balance		Origination date LTV
North Carolina	$ 43,210	78%	$	44,113		78%
Texas	37,626	79%		38,629		79%
Texas	35,206	80%		36,255		80%
Pennsylvania	31,505	77%		33,581		77%
Georgia	30,882	80%
Texas				29,524		75%
Nevada	28,400	80%		28,540		80%
Texas	27,911	75%
Texas	26,663	77%		27,240		77%
Arizona	26,296	79%		26,940		79%
Mississippi	25,352	79%		26,811		79%
Texas	24,480	77%
North Carolina	24,328	77%		25,011		77%
Texas	23,950	77%		24,667		77%
California	22,957	65%
Texas				24,385		77%
Alabama				22,684		77%
Georgia	22,910	79%		20,630		79%
	$ 431,676	77%
Texas				20,577		79%
15 Largest loans			$	429,587		78%

The following table summarizes our institutional banking portfolio by type as of ~~September~~June 30, ~~2020~~2021 (in thousands):


Type		Principal	% of total	Principal		% of total
Securities backed lines of credit (SBLOC)	Securities backed lines of credit (SBLOC)	$ 1,068,896	73%	$	1,132,749	63%
Insurance backed lines of credit (IBLOC)	Insurance backed lines of credit (IBLOC)	359,357	25%		596,879	33%
Advisor financing		26,600	2%		72,190	4%
Total	Total	$ 1,454,853	100%	$	1,801,818	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,~~years, 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 ~~September~~June 30, ~~2020~~2021 (in thousands):

Principal amount
% Principal to collateral
$ 32,950
30%
17,000
39%
14,428
22%
11,493
33%
10,044
47%
10,000
31%
9,465
23%
9,227
75%
8,753
49%
8,058
22%
Total and wtd. average
$ 131,418
35%


	Principal amount		% Principal to collateral
	$	60,000		41%
		17,000		37%
		15,800		54%
		14,428		26%
		11,518		29%
		10,044		38%
		9,465		30%
		8,316		71%
		8,179		23%
		8,180		51%
Total and weighted average	$	162,930		40%

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,~~April 17, 2021 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 ~~September~~June 30, ~~2020~~2021 (in thousands):


	Principal balance	% Total	Principal balance		% Total
Construction			$	82,651		16%
Government agencies and public institutions**	$ 75,980	18%		76,581		15%
Construction	73,987	18%
Real estate and rental and leasing				66,176		13%
Waste management and remediation services	60,836	14%		63,244		12%
Real estate, rental and leasing	44,385	10%
Retail trade	35,819	8%		48,124		10%
Wholesale trade				40,247		8%
Transportation and warehousing	35,095	8%		28,403		6%
Health care and social assistance	26,560	6%		25,299		5%
Professional, scientific, and technical services	19,313	4%		19,449		4%
Wholesale trade	13,631	3%
Educational services				15,655		3%
Manufacturing	13,537	3%		15,262		3%
Educational services	8,769	2%
Arts, entertainment, and recreation	4,828	1%
Finance and insurance				6,737		1%
Other	17,935	5%		18,596		4%
Total			$	506,424		100%
	$ 430,675	100%

* Of the total ~~$430.7~~$506.4 million of direct lease financing, ~~$401.8~~$464.6 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 ~~September~~June 30, ~~2020~~2021 (in thousands):


	Principal balance	% Total	Principal balance		% Total
Florida	$ 92,208	20%	$	91,946		18%
California	29,540	7%		53,322		11%
New Jersey	29,539	7%		36,820		7%
New York				32,640		6%
Pennsylvania	26,288	6%		31,201		6%
New York	25,045	6%
North Carolina	22,105	5%
Utah	20,563	5%		31,041		6%
Maryland	19,901	5%		24,373		5%
North Carolina				24,234		5%
Texas				16,879		3%
Connecticut				15,561		3%
Washington	15,627	4%		15,502		3%
Missouri				14,070		3%
Georgia	12,465	3%		10,988		2%
Missouri	12,095	3%
Connecticut	12,041	3%
Texas	11,958	3%
Idaho				9,591		2%
Alabama	11,365	3%		9,117		2%
South Carolina	7,959	2%
Other states	81,976	18%		89,139		18%
	$ 430,675	100%
Total			$	506,424		100%

The following table presents selected loan categories by maturity for the period indicated:


		June 30, 2021
		Within		One to five		After
		one year		years		five years		Total
		(in thousands)
SBL non-real estate	$	8,218	$	153,664	$	67,076	$	228,958
SBL commercial mortgage		9,012		5,553		328,922		343,487
SBL construction		317		2,062		16,115		18,494
	$	17,547	$	161,279	$	412,113	$	590,939

Loans at fixed rates			$	129,447	$	—	$	129,447
Loans at variable rates				31,832		412,113		443,945
Total			$	161,279	$	412,113	$	573,392

Allowance for credit losses. We review the adequacy of our allowance for credit losses on at least a quarterly basis to determine that the provision for credit losses is made in an amount necessary to maintain our allowance at a level that is appropriate, based on management’s estimate of current expected credit losses. Our Chief Credit Officer oversees the loan review department processes and measures the adequacy of the allowance for credit losses independently of loan production officers. For detailed information on the allowance for credit loss methodology, please see Note 6 to the consolidated financial statements.

At ~~September~~June 30, ~~2020,~~2021, the allowance for credit losses amounted to ~~$15.7~~$15.3 million which represented a ~~$5.5 million increase over~~$790,000 decrease compared to the ~~$10.2~~$16.1 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 ~~September~~June 30, ~~2020,~~2021, there were 1110 troubled debt restructured loans with a balance of ~~$1.7~~$1.5 million which had specific reserves of ~~$479,000.~~$327,000. These reserves related primarily 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, ~~2020,~~2021, in excess of 50% of the total continuing loan portfolio had been 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 ~~2020~~2021 is 40%, including a sample focusing on the largest 25% of SBLOCs by commitment reviewed quarterly. A random sample of a minimum of 20 of the remaining loans will be reviewed each quarter. At ~~September~~June 30, ~~2020,~~2021, approximately ~~61%~~58% of the SBLOC portfolio had been reviewed.

Insurance Backed Lines of Credit (IBLOC) – The targeted review threshold for ~~2020~~2021 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 of the remaining loans will be reviewed each quarter. At ~~September~~June 30, ~~2020,~~2021, approximately ~~73%~~63% of the IBLOC portfolio had been reviewed.

Advisor Financing – The targeted review threshold for ~~2020~~2021 is 50%. At ~~September~~June 30, ~~2020,~~2021, approximately ~~52%~~92% of the advisor financing portfolio had been reviewed. The loan balance review threshold is $1.0 million.

Small Business Loans – The ~~vast majority of small business loans are comprised of SBA loans. The~~ targeted review threshold for ~~2020~~2021 is ~~100%~~60%, to be rated and/or reviewed within 90 days of funding, ~~excluding~~less fully guaranteed loans ~~which are~~purchased for CRA, or fully ~~government guaranteed.~~guaranteed PPP loans. The ~~100% coverage includes loans rated by designated SBA department personnel, with a~~loan balance review threshold ~~for the independent loan review department of loans exceeding $1.0~~is $1.5 million and additionally includes any classified loans. At ~~September~~June 30, ~~2020,~~2021, approximately ~~100%~~79% of the ~~small business~~non-government guaranteed loan portfolio had been ~~rated and/or~~ reviewed.

Leasing – The targeted review threshold for ~~2020~~2021 is 35%. At ~~September~~June 30, ~~2020,~~2021, approximately ~~52%~~53% of the leasing portfolio had been reviewed. The loan balance review threshold is ~~$1.0~~$1.5 million.

~~CMBS (Floating Rate)~~Commercial Loans, at fair value (floating rate excluding SBA, which are included in Small Business Loans above) – The targeted review threshold for ~~2020~~2021 is ~~100%~~60%. 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.~~for relationships over $10 million. At ~~September~~June 30, ~~2020,~~2021, approximately 100% of the ~~CMBS~~non-SBA CRE floating rate loans ~~on the books~~outstanding for more than 90 days had been reviewed.

~~CMBS (Fixed Rate)~~Commercial Loans, at fair value (fixed rate excluding SBA which are included in Small Business Loans above) – The targeted review threshold for 2021 is 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, ~~2020,~~2021, approximately 100% of the ~~CMBS~~non-SBA CRE 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 loans. At ~~September~~June 30, ~~2020,~~2021, approximately 100% of the non-CRA loans had been reviewed.

Home Equity Lines of Credit or HELOC – The targeted review threshold for ~~2020~~2021 is 50%. Due to the small number and outstanding balances of HELOCs only the largest loans will be 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, ~~2020,~~2021, approximately ~~56%~~57% of the HELOC portfolio had been reviewed.

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



	September 30, 2020							June 30, 2021
	30-59 Days	60-89 Days	90+ Days		Total		Total	30-59 Days		60-89 Days		90+ Days				Total				Total
	past due	past due	still accruing	Non-accrual	past due	Current	loans	past due		past due		still accruing		Non-accrual		past due		Current		loans
SBL non-real estate	$ 2,631	$ 440	-	$ 2,935	$ 6,006	$ 287,482	$ 293,488	$	711	$	891	$	1,005	$	2,535	$	5,142	$	223,816	$	228,958
SBL commercial mortgage	2,087	850	-	7,517	10,454	259,810	270,264		—		520		417		3,167		4,104		339,383		343,487
SBL construction	-	-	-	711	711	26,458	27,169		—		—		—		711		711		17,783		18,494
Direct lease financing	946	503	24	804	2,277	428,398	430,675		492		439		128		635		1,694		504,730		506,424
SBLOC / IBLOC	3,174	362	-	-	3,536	1,424,717	1,428,253		6,936		—		—		—		6,936		1,722,692		1,729,628
Advisor financing	-	-	-	-	-	26,600	26,600		—		—		—		—		—		72,190		72,190
Other specialty lending	-	-	-	-	-	2,194	2,194		—		—		—		—		—		2,092		2,092
Consumer - other	-	-	-	-	-	650	650		—		13		—		—		13		972		985
Consumer - home equity	-	-	-	308	308	2,851	3,159		—		—		—		298		298		2,465		2,763
Unamortized loan fees and costs	-	-	-	-	-	6,308	6,308		—		—		—		—		—		10,323		10,323
	$ 8,838	$ 2,155	$ 24	$ 12,275	$ 23,292	$ 2,465,468	$ 2,488,760	$	8,139	$	1,863	$	1,550	$	7,346	$	18,898	$	2,896,446	$	2,915,344

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



	December 31, 2020
	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	$	1,760	$	805	$	110	$	3,159	$	5,834	$	249,484	$	255,318
SBL commercial mortgage		87		961		—		7,305		8,353		292,464		300,817
SBL construction		—		—		—		711		711		19,562		20,273
Direct lease financing		2,845		941		78		751		4,615		457,567		462,182
SBLOC / IBLOC		650		247		309		—		1,206		1,548,880		1,550,086
Advisor financing		—		—		—		—		—		48,282		48,282
Other specialty lending		—		—		—		—		—		2,179		2,179
Consumer - other		—		—		—		—		—		1,164		1,164
Consumer - home equity		—		—		—		301		301		2,782		3,083
Unamortized loan fees and costs		—		—		—		—		—		8,939		8,939
	$	5,342	$	2,954	$	497	$	12,227	$	21,020	$	2,631,303	$	2,652,323

Although we consider our allowance for 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:

For the nine months ended
or as of September 30,
2020
2019
Ratio of the allowance for credit losses to total loans
0.63%
0.62%
Ratio of the allowance for credit losses to non-performing loans *
127.87%
112.51%
Ratio of non-performing assets to total assets *
0.20%
0.19%
Ratio of net charge-offs to average loans
0.08%
0.05%
Ratio of net charge-offs to average loans annualized
0.10%
0.07%
* Includes loans 90 days past due still accruing interest.



	For the six months ended
	or as of June 30,
	2021	2020
Ratio of:
Allowance for credit losses to total loans(1)	0.52%	0.63%
Allowance for credit losses to non-performing loans *	171.90%	141.87%
Non-performing loans to total loans*	0.31%	0.44%
Non-performing assets to total assets *	0.14%	0.17%
Net charge-offs to average loans	0.02%	0.07%

* Includes loans 90 days past due still accruing interest.

~~NOTE:~~(1) 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 for credit losses to total loans in its internal analysis. Accordingly, the adjusted ratio used in such internal analysis is ~~1.4%~~1.2%.

The ratio of the allowance for credit losses to total loans ~~remained relatively constant at 0.63%~~decreased to 0.52% as of ~~September~~June 30, ~~2020 and 0.62%~~2021 from 0.63% at ~~September~~June 30, ~~2019.~~2020. While the loan portfolio increased significantly which reduced the ratio, the largest component of that growth was in SBLOC and IBLOC loans which have ~~not~~ experienced nominal losses and which require minimal allowance coverage in our CECL model. ~~In addition,~~Additionally, the ~~implementation~~amount of ~~CECL resulted in a $2.6 million addition to the allowance. The direct lease financing allowance component was also increased, reflecting higher charge-offs in 2020.~~non-performing loans and reserves thereon decreased. The ratio of the allowance for credit losses to non-performing loans increased to ~~127.87%~~171.90% at ~~September~~June 30, ~~2020,~~2021, from ~~112.51%~~141.87% at ~~September~~June 30, ~~2019,~~2020, primarily as a result of the ~~increase~~decrease in non-performing loans, driven primarily by a decrease in non-accrual direct lease financing. That decrease was also reflected in the ~~allowance for credit losses. The~~lower ratio of non-performing assets to total assets ~~were comparable~~which decreased to 0.14% at ~~0.20%~~June 30, 2021 from 0.17% at ~~September~~June 30, ~~2020, and 0.19% at September 30, 2019.~~2020. Net charge-offs to average loans ~~increased~~decreased to ~~0.08%~~0.02% for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 from ~~0.05%~~0.07% for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The ~~higher ratio in 2020 resulted from~~decrease reflected higher charge-offs in ~~2020,~~the prior year period, primarily ~~for~~in direct lease ~~financing.~~financing and SBL non-real estate loans.

Net charge-offs. Net charge-offs were ~~$2.9 million~~$530,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2020, an increase~~2021, a decrease of ~~$1.7~~$1.9 million from net charge-offs of ~~$1.2~~$2.5 million during the same period of ~~2019.~~2020. The ~~increase~~decrease in charge-offs in ~~2020~~2021 resulted primarily from a decrease in direct lease financing ~~while~~and non real estate SBL charge-offs. SBL charge-offs result primarily from the ~~other major component~~non-government guaranteed portion of SBA loans.

The following tables reflect the relationship of average loan volume and net charge-offs by segment (dollars in ~~both years, the non-guaranteed portion of non-real estate SBA loans, increased to a lesser extent.~~thousands):


	June 30, 2021
	SBL non-real estate		SBL commercial mortgage		SBL construction		Direct lease financing		SBLOC / IBLOC		Advisor financing		Other specialty lending		Other consumer loans
Charge-offs	$	321	$	23	$	—	$	193	$	15	$	—	$	—	$	—
Recoveries		15		—		—		7		—		—		—		—
Net charge-offs	$	306	$	23	$	—	$	186	$	15	$	—	$	—	$	—

Average loan balance	$	242,138	$	322,152	$	19,384	$	484,303	$	1,639,857	$	60,236	$	2,136	$	3,998
Ratio of net charge-offs during the period to average loans during the period		0.13%		0.01%		—		0.04%		—		—		—		—


	June 30, 2020
	SBL non-real estate		SBL commercial mortgage		SBL construction		Direct lease financing		SBLOC / IBLOC		Advisor financing		Other specialty lending		Other consumer loans
Charge-offs	$	1,048	$	—	$	—	$	1,552	$	—	$	—	$	—	$	—
Recoveries		60		—		—		84		—		—		—		—
Net charge-offs	$	988	$	—	$	—	$	1,468	$	—	$	—	$	—	$	—

Average loan balance	$	189,136	$	238,565	$	39,252	$	428,483	$	1,155,885	$	7,765	$	2,881	$	4,279
Ratio of net charge-offs during the period to average loans during the period		0.52%		—		—		0.34%		—		—		—		—

Non-accrual loans, loans 90 days delinquent and still accruing, other real estate owned 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 Company had no other real estate owned (“OREO”) in continuing operations at June 30, 2021 or December 31, 2020. The following tables summarize our non-performing loans, ~~other real estate owned~~OREO, and loans past due 90 days or more still accruing ~~interest (in thousands):~~interest.



	September 30,	December 31,	June 30,		December 31,
	2020	2019	2021		2020
			(in thousands)
Non-accrual loans
SBL non-real estate	$ 2,935	$ 3,693	$	2,535	$	3,159
SBL commercial mortgage	7,517	1,047		3,167		7,305
SBL construction	711	711		711		711
Direct leasing	804	-		635		751
Consumer	308	345		298		301
Total non-accrual loans	12,275	5,796		7,346		12,227

Loans past due 90 days or more and still accruing	24	3,264		1,550		497
Total non-performing loans	12,299	9,060		8,896		12,724
Other real estate owned	-	-
Total non-performing assets	$ 12,299	$ 9,060	$	8,896	$	12,724

Loans that were modified as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 and considered troubled debt restructurings are as follows (dollars in thousands):



	September 30, 2020			December 31, 2019			June 30, 2021						December 31, 2020
	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
SBL non-real estate	8	$ 927	$ 927	8	$ 1,309	$ 1,309		7	$	768	$	768		8	$	911	$	911
Direct lease financing	1	260	260	1	286	286		1		233		233		1		251		251
Consumer	2	474	474	2	489	489		2		460		460		2		469		469
Total(1)	11	$ 1,661	$ 1,661	11	$ 2,084	$ 2,084		10	$	1,461	$	1,461		11	$	1,631	$	1,631

(1) Troubled debt restructurings include non-accrual loans of $1.0 million and $1.1 million at June 30, 2021 and December 31, 2020, respectively.

The balances below provide information as to how the loans were modified as troubled debt restructurings loans at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (in thousands):



	September 30, 2020			December 31, 2019			June 30, 2021						December 31, 2020
	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
SBL non-real estate	$ -	$ 23	$ 904	$ -	$ 51	$ 1,258	$	—	$	—	$	768	$	—	$	16	$	895
Direct lease financing	-	260	-	-	286	-		—		233		—		—		251		—
Consumer	-	-	474	-	-	489		—		—		460		—		—		469
Total(1)	$ -	$ 283	$ 1,378	$ -	$ 337	$ 1,747	$	—	$	233	$	1,228	$	—	$	267	$	1,364

~~The Company had a troubled~~(1) Troubled debt ~~restructured loan~~restructurings include non-accrual loans of $1.0 million and $1.1 million at ~~March~~June 30, 2021 and December 31, 2020, that had been restructured within the last 12 months that 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. As a result of the sales, substantially all of the balance has been repaid, and the $15.3 million balance noted above has been reduced to $1.7 million as of September 30, 2020. As of October 29, 2020, the balance had been reduced to $690,000. Estimates of the disposition value of the remaining vehicles exceed the balance due.respectively.

The Company had no commitments to extend additional credit to loans classified as troubled debt restructurings as of ~~September~~June 30, ~~2020~~2021 or December 31, ~~2019.~~2020.

The following table summarizes loans that were restructured within the 12 months ended June 30, 2021 that have subsequently defaulted (in thousands):


	June 30, 2021
	Number	Pre-modification recorded investment
SBL non-real estate	1	$	205
Total	1	$	205

The following table provides information about ~~impaired~~credit deteriorated loans at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (dollars in thousands):



	September 30, 2020					June 30, 2021
	Recorded ‎investment	Unpaid ‎principal ‎balance	Related ‎allowance	Average ‎recorded ‎investment	Interest ‎income ‎recognized	Recorded ‎investment		Unpaid ‎principal ‎balance		Related ‎allowance		Average ‎recorded ‎investment		Interest ‎income ‎recognized
Without an allowance recorded
SBL non-real estate	$ 445	$ 3,525	$ -	$ 365	$ 2	$	465	$	3,114	$	—	$	415	$	—
SBL commercial mortgage	2,036	2,036	-	1,056	-		2,183		2,207		—		2,060		—
SBL construction	-	-	-	-	-
Direct lease financing	260	260	-	4,116	-		635		635		—		535		—
Consumer - home equity	567	567	-	554	8		540		540		—		549		4
With an allowance recorded
SBL non-real estate	2,775	2,775	(1,818)	3,310	12		2,264		2,264		(1,559)		2,677		24
SBL commercial mortgage	5,481	5,481	(1,010)	2,098	-		984		984		(510)		3,866		—
SBL construction	711	711	(26)	711	-		711		711		(34)		711		—
Direct lease financing	544	544	(43)	782	-		—		—		—		173		—
Consumer - home equity	-	-	-	30	-		10		10		(10)		3		—
Total
SBL non-real estate	3,220	6,300	(1,818)	3,675	14		2,729		5,378		(1,559)		3,092		24
SBL commercial mortgage	7,517	7,517	(1,010)	3,154	-		3,167		3,191		(510)		5,926		—
SBL construction	711	711	(26)	711	-		711		711		(34)		711		—
Direct lease financing	804	804	(43)	4,898	-		635		635		—		708		—
Consumer - home equity	567	567	-	584	8		550		550		(10)		552		4
	$ 12,819	$ 15,899	$ (2,897)	$ 13,022	$ 22	$	7,792	$	10,465	$	(2,113)	$	10,989	$	28

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

	December 31, 2020
	Recorded ‎investment		Unpaid ‎principal ‎balance		Related ‎allowance		Average ‎recorded ‎investment		Interest ‎income ‎recognized
Without an allowance recorded
SBL non-real estate	$	387	$	2,836	$	—	$	370	$	3
SBL commercial mortgage		2,037		2,037		—		1,253		—
Direct lease financing		299		299		—		3,352		—
Consumer - home equity		557		557		—		554		10
With an allowance recorded
SBL non-real estate		3,044		3,044		(2,129)		3,257		15
SBL commercial mortgage		5,268		5,268		(1,010)		2,732		—
SBL construction		711		711		(34)		711		—
Direct lease financing		452		452		(4)		716		—
Consumer - home equity		—		—		—		24		—
Total
SBL non-real estate		3,431		5,880		(2,129)		3,627		18
SBL commercial mortgage		7,305		7,305		(1,010)		3,985		—
SBL construction		711		711		(34)		711		—
Direct lease financing		751		751		(4)		4,068		—
Consumer - home equity		557		557		—		578		10
	$	12,755	$	15,204	$	(3,177)	$	12,969	$	28

We had ~~$12.3~~$7.3 million of non-accrual loans at ~~September~~June 30, ~~2020~~2021 compared to ~~$5.8~~$12.2 million of non-accrual loans at December 31, ~~2019.~~2020. The ~~$6.5~~$4.9 million ~~increase~~decrease in non-accrual loans was primarily due to ~~$12.6~~$4.2 million of loans placed on non-accrual status partially offset by ~~$4.3~~$8.7 million of loan payments and ~~$1.8 million~~$413,000 of charge-offs. Loans past due 90 days or more still accruing interest amounted to ~~$24,000~~$1.6 million at ~~September~~June 30, ~~2020~~2021 and ~~$3.3 million~~$497,000 at December 31, ~~2019.~~2020. The ~~$3.3~~$1.1 million ~~decrease~~increase reflected $1.7 million of additions, $564,000 of loan payments ~~$1.0 million of charge-offs, $1.0 million~~and $67,000 of loans moved to ~~non-accrual and $1.0 million of loans moved to repossessed assets partially offset by $1.4 million of additions.~~

71non-accrual.

We had no OREO at June 30, 2021 and December 31, 2020 in continuing operations and no activity during the quarter.

We ~~had no other real estate owned at September 30, 2020 and December 31, 2019.~~

~~The Company evaluates its~~evaluate 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 worthAt June 30, 2021 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 at fair value, at December 31, ~~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

* 2020 loans accordingly classified were segregated by year of origination and are shown in Note 6 to the consolidated financial statements~~For information on targeted loan review thresholds see “Allowance for Credit Losses”~~.

Premises and equipment, net. Premises and equipment amounted to ~~$15.8~~$17.4 million at ~~September~~June 30, ~~2020~~2021 compared to ~~$17.5~~$17.6 million at December 31, ~~2019.~~2020. The decrease reflected depreciation and reduced 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. 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 ~~$31.8~~$25.0 million investment in unconsolidated entity at ~~September~~June 30, ~~2020~~. ~~As of September 30, 2020, a $30~~2021. A $30.0 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~~ at fair value. ~~In 2019,~~The underlying collateral consists of a multi-tenant shopping center and the loan value had been previously written down as a result of ~~an updated appraisal, this loan was marked down by $1.6 million. The charge to Walnut Street was based on~~a decreased occupancy rate. By December 31, 2020 the ~~ratio of the $17.0 million owned by that entity to the $30 million loan balance, with the remainder of the charges reflected in net realized~~center had been substantially all leased and ~~unrealized gains on commercial loans held at fair value. This loan continues to pay as agreed according to the terms of the~~previous write-downs had been reversed. On March 13, 2019, ~~renewal.~~we renewed this loan for four years and reduced the interest rate to the following: LIBOR plus 2% in year one, increasing 0.5% each year until the fourth year when the rate will be LIBOR plus 3.5% which will also be the rate for a one year extension, if exercised. The ~~retail space~~loan is ~~partially leased and remains on a path toward stabilization, based upon negotiations~~performing in accordance with ~~prospective tenants.~~those restructured terms.

Assets held-for-sale from discontinued operations. Assets held-for-sale as a result of discontinued operations, primarily commercial, commercial mortgage and construction loans, amounted to ~~$122.3~~$97.5 million at ~~September~~June 30, ~~2020~~2021 and were comprised of ~~$140.7~~$75.9 million of net loans and ~~$23.5~~$21.6 million of ~~other real estate owned.~~OREO. The ~~September~~June 30, ~~2020~~2021 balance of ~~other real estate owned~~OREO includes a Florida mall which has been written down to $15.0 million. We expect to continue our efforts to dispose of the mall, which was appraised in June 2020 for $17.5 million. At December 31, ~~2019,~~2020, discontinued assets of ~~$140.7~~$113.6 million were comprised of ~~$115.9~~$91.3 million of net loans and ~~$24.8~~$22.3 million of ~~other real estate owned.~~OREO. We continue our efforts to transfer the loans to other financial institutions, and dispose of the ~~other real estate owned.~~OREO.

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. The majority of our deposits are generated through prepaid card and other payments related deposit accounts. One strategic focus is growing these accounts through affinity groups. At ~~September~~June 30, ~~2020,~~2021, we had total deposits of ~~$5.39~~$5.68 billion compared to ~~$5.05~~$5.46 billion at December 31, ~~2019,~~2020, an increase of ~~$336.7~~$222.7 million, or ~~6.7%~~4.1%. The increase reflected growth in demand and interest checking and savings and money market accounts. The increase in savings and money market account balances 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, 2020
December 31, 2019
Average
Average
Average
Average
balance
rate
balance
rate
Demand and interest checking *
$              4,858,666
0.27%
$              3,817,176
0.80%
Savings and money market
298,049
0.14%
37,671
0.48%
Time
106,113
1.86%
170,438
2.09%
Total deposits
$              5,262,828
0.29%
$              4,025,285
0.85%



	For the six months ended			For the year ended
	June 30, 2021			December 31, 2020
	Average		Average	Average		Average
	balance		rate	balance		rate

Demand and interest checking *	$	5,619,608	0.10%	$	4,864,236	0.23%
Savings and money market		466,978	0.15%		291,204	0.15%
Time		—	—		79,439	1.87%
Total deposits	$	6,086,586	0.11%	$	5,234,879	0.25%

* 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~~Federal Reserve Bank (“FRB”) or FHLB. There were no outstanding short-term borrowings at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~2020. 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.


	September 30,	December 31,
	2020	2019	June 30,		December 31,
	(dollars in thousands)		2021		2020
				(dollars in thousands)
Short-term borrowings
Balance at period end	$ -	$ -	$	—	$	—
Average for the three months ended September 30, 2020	3,260	na
Average for the three months ended June 30, 2021				—		na
Average during the year	25,419	129,031		6,491		27,322
Maximum month-end balance	140,000	300,000		—		140,000
Weighted average rate during the period	0.95%	2.43%		0.25%		0.72%
Rate at period end	-	1.50%		—		—

Senior debt. On August 13, 2020, the Company issued $100.0 million of senior debt with a maturity date of August 15, 2025, and a 4.75% interest rate, with interest paid semi-annually on March 15 and September 15. The Senior Notes are the Company’s direct, unsecured and unsubordinated obligations and rank equal in priority with all of our existing and future unsecured and unsubordinated indebtedness and senior in right of payment to all of our existing and future subordinated indebtedness.

Borrowings. At ~~September~~June 30, ~~2020,~~2021, we had other long-term borrowings of ~~$40.5~~$39.9 million compared to ~~$41.0~~$40.3 million at December 31, ~~2019.~~2020. The borrowings consisted of sold loans which were accounted for as a secured borrowing because they did not qualify for true sale accounting. We do not have any policy prohibiting us from incurring debt. Subordinated debentures of $13.4 ~~nillion~~million are grandfathered to qualify as tier 1 capital at the Bank, mature in March 2038 and carry a floating rate of 3-Month LIBOR plus 3.25%.

Other liabilities.Other liabilities amounted to ~~$70.0~~$94.9 million at ~~September~~June 30, ~~2020~~2021 compared to ~~$66.0~~$81.6 million at December 31, ~~2019,~~2020, representing an increase of ~~$4.0~~$13.4 million. The increase reflected securities purchased for which payment had not yet been made.

~~Off- balance~~Off-balance sheet arrangements. There were no off-balance sheet arrangements during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 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.

‎

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, ~~2019.~~2020.

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, ~~2020~~2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial 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.~~14--Legal.” which is incorporated herein by reference.

~~For a discussion of certain regulatory proceedings see Part I - Item 2.~~ “~~Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Actions.”~~

Item 1A. Risk Factors

Our business, financial condition, operating results and cash flows could be impacted by the factors in Item 1A. Risk Factors in the Form 10-K for the year ended December 31, ~~2019, and additionally by~~2020. There have been no material changes from 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, includingfactors previously disclosed 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:

Company’s

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 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 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 and fair value estimates, 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. One of the provisions of the CARES Act was the payment by the U.S. government of six months of principal and interest on SBA 7a loans, which will largely be completed in the fourth quarter of 2020. While proposed legislation for continuation of U.S. government funded loan payments is being considered by Congress, there can be no assurance that such proposals will become law. If legislation does not result in future monthly payments by the U.S. government, the Company may decide to grant deferrals of monthly interest and principal payments. Accounting and banking regulators have determined that principal and interest deferrals of up to six months do not represent material changes in loan terms and such loans will not, during the deferral period, be classified as delinquent, non-accrual or restructured. ~~We will continue to assess these and other 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 change. We do not yet know the full extent of the impacts on our business, operations or the economy as a whole. However, the effects could have a material impact on our results of 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 for the quarter ended March 31,~~ 2020.

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

Information on Stock Repurchases



Period	Total number of shares purchased (1)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
	(dollars in thousands except per share data)
April 1, 2021 - April 30, 2021	311,585	$	21.44	311,585	$	23,319
May 1, 2021 - May 31, 2021	137,730		24.10	137,730		20,000
June 1, 2021 - June 30, 2021	—		—	—		20,000
Total	449,315		22.26	449,315		20,000

(1)On November 5, 2020, the Company’s Board of Directors approved a stock repurchase plan, under which the Company was authorized to purchase shares up to $10.0 million in each quarter through the end of 2021, at which date the current plan terminates.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

None.

‎

7775

Item 6. Exhibits


Exhibit No.		Description

~~4.1~~
3.1.1		Certificate of Incorporation filed July 20, 1999, amended July 27, 1999, amended June 7, 2001, and amended October 8, 2002~~Indenture for Senior Debt Securities dated as of August 13, 2020~~ ⁽¹⁾

~~4.2~~3.1.2		~~First Supplemental Indenture for 4.750% Senior Notes due 2025 dated as~~Amendment to Certificate of ~~August 13, 2020 (1)~~Incorporation filed July 30, 2009⁽²⁾

3.1.3		Amendment to Certificate of Incorporation filed May 18, 2016⁽²⁾

3.2		Amended and Restated Bylaws⁽³⁾

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		Inline XBRL Instance Document **

101.SCH		Inline XBRL Taxonomy Extension Schema Document *

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document *

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document *

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document *

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document *
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

*		Filed herewith
**		The Instance Document does not appear in the ~~Interacrive~~Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

(1) Filed previously as an exhibit to our ~~current~~Registration Statement on Form S-4, registration number 333-117385, and by this reference incorporated herein.

(2) Filed previously as an exhibit to our quarterly report on Form ~~8-K~~10-Q filed ~~August 13, 2020,~~November 9, 2016, and by this reference incorporated herein (File No. 000-51018).

(3) Filed previously as an exhibit to our annual report on Form 10-K filed March 16, 2017, and by this reference incorporated herein (File No. 000-51018).

‎

7876

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.
		(Registrant)

~~November~~August 9, ~~2020~~2021		/S/ DAMIAN KOZLOWSKI
Date		Damian Kozlowski
		Chief Executive Officer

~~November~~August 9, ~~2020~~2021		/S/ PAUL FRENKIEL
Date		Paul Frenkiel Executive Vice President of Strategy,
		Chief Financial Officer and Secretary



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


Remaining 2020		$ 41,520
2021		120,670
2022		87,382
2023		56,629
2024		27,709
2025 and thereafter		8,026
Total undiscounted cash flows		341,936
Residual value *		134,546
Difference between undiscounted cash flows and discounted cash flows		(45,807)
Present value of lease payments recorded as lease receivables		$ 430,675


	Principal for loans with deferrals	Total principal by loan category	% of total loan principal with deferrals
Commercial real estate loans, at fair value (excluding SBA loans)	$ 30,300	$ 1,602,948	1.9%
Securities backed lines of credit, insurance backed lines of credit & advisor financing	-	1,454,852	0.0%
Small business lending, substantially all SBA loans	17,585	836,370	2.1%
Direct lease financing	3,819	430,675	0.9%
Discontinued operations	1,785	103,057	1.7%
Other consumer loans and specialty lending	-	6,003	0.0%
Total	$ 53,489	$ 4,433,905	1.2%


	Principal amount	% Principal to collateral
	$ 32,950	30%
	17,000	39%
	14,428	22%
	11,493	33%
	10,044	47%
	10,000	31%
	9,465	23%
	9,227	75%
	8,753	49%
	8,058	22%
Total and wtd. average	$ 131,418	35%




	For the nine months ended
	or as of September 30,
	2020	2019

Ratio of the allowance for credit losses to total loans	0.63%	0.62%
Ratio of the allowance for credit losses to non-performing loans *	127.87%	112.51%
Ratio of non-performing assets to total assets *	0.20%	0.19%
Ratio of net charge-offs to average loans	0.08%	0.05%
Ratio of net charge-offs to average loans annualized	0.10%	0.07%

* Includes loans 90 days past due still accruing interest.