Proposed Merger with SouthState





As previously disclosed, on July 23, 2021, Atlantic Capital entered into the
Merger Agreement with SouthState. The Merger Agreement provides that, upon the
terms and subject to the conditions set forth therein, Atlantic Capital will
merge with and into SouthState, with SouthState as the surviving corporation, in
an all-stock transaction. Following the Merger, the Bank will merge with and
into SouthState Bank, with SouthState Bank as the surviving entity. The Merger
Agreement was unanimously approved by the board of directors of each of Atlantic
Capital and SouthState. The transaction is expected to close in the first
quarter 2022. The closing of the transactions contemplated by the Merger
Agreement is subject to the approval of Atlantic Capital's shareholders,
regulators, and certain other customary closing conditions.



Subject to the terms and conditions of the Merger Agreement, at the effective
time of the Merger, Atlantic Capital's shareholders will have the right to
receive 0.36 shares of SouthState common stock for each share of common stock of
Atlantic Capital that they hold.



              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Atlantic Capital Bancshares, Inc. ("we,"
"us," or "Atlantic Capital") contains forward-looking statements within the
meaning of section 27A of the Securities Act of 1933, as amended, and 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
forward-looking statements reflect our current views with respect to, among
other things, future events and our financial performance. These statements are
often, but not always, made through the use of words or phrases such as "may,"
"should," "could," "predict," "potential," "believe," "will likely result,"
"expect," "continue," "will," "anticipate," "seek," "estimate," "intend,"
"plan,"  "projection," "would," and "outlook," or the negative version of those
words or other comparable words or phrases of a future or forward-looking
nature. These forward-looking statements are not historical facts, and are based
on current expectations, estimates, and projections about our industry,
management's beliefs, and certain assumptions made by management, many of which,
by their nature, are inherently uncertain and beyond our control. Accordingly,
we caution you that any such forward-looking statements are not guarantees of
future performance and are subject to risks, assumptions, and uncertainties that
are difficult to predict. Although we believe that the expectations reflected in
these forward-looking statements are reasonable as of the date made, actual
results may prove to be materially different from the results expressed or
implied by the forward-looking statements.

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The following risks, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

? we are subject to business uncertainties and contractual restrictions while the

Merger is pending;

the Merger is subject to certain closing conditions that, if not satisfied or

? waived, will result in the Merger not being completed, which may cause the

price of SouthState's common stock and our common stock to decline;

? SouthState may fail to realize the anticipated benefits of the Merger;

? the termination fee and restrictions on solicitation contained in the Merger

Agreement limit our ability to pursue alternatives to the Merger;

the Merger is subject to the receipt of approvals or waivers from regulatory

? authorities that may impose conditions that could have an adverse effect on

Atlantic Capital and SouthState;

because the market price of SouthState common stock will fluctuate, Atlantic

? Capital's shareholders cannot be sure of the exact value of the consideration

they will receive in the Merger;

? termination of the Merger Agreement could negatively affect us;

the impact of the COVID-19 pandemic or any other pandemic on the national and

local economy and the responses of governmental and monetary authorities on our

? operations, including declines in credit quality, strains on capital and

liquidity, fluctuations in our payments, fintech and private capital solutions

businesses, and declines in deposits;

? our strategic decision to focus on the greater Atlanta market may not

positively impact our financial condition in the expected timeframe, or at all;

? costs associated with our growth and hiring initiatives;

risks associated with increased geographic concentration, borrower

? concentration and concentration in commercial real estate and commercial and

industrial loans;

our strategic decision to increase our focus on SBA and franchise lending may

expose us to additional risks associated with these types of lending, including

? industry concentration risks, our ability to sell the guaranteed portion of SBA

loans, the impact of negative economic conditions on small businesses' ability

to repay the non-guaranteed portions of SBA loans, and changes to applicable

federal regulations;

risks related to litigation, regulatory enforcement and reputation as a result

? of our participation in the PPP and the risk that the SBA may not fund some or

all PPP loan guaranties;

risks associated with our ability to manage the planned growth of our payments,

fintech and private capital solutions businesses, including changing

? regulations, security risks, and unforeseen increases in transaction volume

resulting from changes in our customers' businesses and changes in the

competitive landscape for payment processing, fintech and private capital;

? changes in asset quality and credit risk;

? the cost and availability of capital;

? customer acceptance of our products and services;




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? customer borrowing, repayment, investment and deposit practices;

? the introduction, withdrawal, success and timing of business initiatives;

? the impact, extent, and timing of technological changes;

? severe catastrophic events in our geographic area;

? a weakening of the economies in which we conduct operations may adversely

affect our operating results;

? the U.S. legal and regulatory framework could adversely affect our operating

results;

? the interest rate environment may compress margins and adversely affect net

interest income;

our ability to anticipate or respond to interest rate changes correctly and

? manage interest rate risk presented through unanticipated changes in our

interest rate risk position and/or short- and long-term interest rates;

? changes in trade, monetary and fiscal policies of various governmental bodies

and central banks could affect the economic environment in which we operate;

? our ability to determine accurate values of certain assets and liabilities;

? adverse developments in securities, public debt, and capital markets, including

changes in market liquidity and volatility;

unanticipated changes in our liquidity position, including but not limited to

? our ability to enter the financial markets to manage and respond to any changes

to our liquidity position;

? the impact of the transition from LIBOR and our ability to adequately manage

such transition;

? adequacy of our risk management program and regulatory assessment thereof;

? increased competitive pressure due to consolidation in the financial services

industry;

? risks related to security breaches, cybersecurity attacks, and other

significant disruptions in our information technology systems; and

other risks and factors identified in our Annual Report on Form 10-K as filed

? with the SEC on March 16, 2021 (the "Annual Report") in Part I, Item 1A under

the heading "Risk Factors."

CRITICAL ACCOUNTING POLICIES



Our accounting and reporting policies are in accordance with GAAP and conform to
general practices within the banking industry. Our financial position and
results of operations are affected by management's application of accounting
policies, including judgments made to arrive at the carrying value of assets and
liabilities and amounts reported for revenues, expenses and related disclosures.
Different assumptions in the application of these policies could result in
material changes in our consolidated financial position and/or consolidated
results of operations. The more critical accounting and reporting policies
include our accounting for the allowance for credit losses, fair value
measurements, and income tax related items. Significant accounting policies are
discussed in the Notes to Consolidated Financial Statements within our Annual
Report.

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Non-GAAP Financial Measures.

This Form 10-Q contains non-GAAP financial measures and should be read along
with the accompanying tables, which provide a reconciliation of non-GAAP
financial measures to GAAP financial measures. Our management uses non-GAAP
financial measures, including: (i) taxable equivalent interest income; (ii)
taxable equivalent net interest income; (iii) loan yield excluding PPP loans;
(iv) taxable equivalent net interest margin; (v) taxable equivalent net interest
margin excluding PPP loans; (vi) taxable equivalent income before income taxes;
(vii) taxable equivalent income tax expense; (viii) tangible book value per
common share; (ix) tangible common equity to tangible assets; (x) allowance for
credit losses to loans held for investment excluding PPP loans.



Management believes that non-GAAP financial measures provide a greater
understanding of ongoing performance and operations, and enhance comparability
with prior periods. Non-GAAP financial measures should not be considered as an
alternative to any measure of performance or financial condition as determined
in accordance with GAAP, and investors should consider our performance and
financial condition as reported under GAAP and all other relevant information
when assessing our performance or financial condition. Non-GAAP financial
measures have limitations as analytical tools, and investors should not consider
them in isolation or as a substitute for analysis of the results or financial
condition as reported under GAAP. Non-GAAP financial measures may not be
comparable to non- GAAP financial measures presented by other companies. A
reconciliation of these non-GAAP financial measures to GAAP financial measures
is included in Table 1.


EXECUTIVE OVERVIEW AND EARNINGS SUMMARY



We reported net income of $13.3 million for the third quarter of 2021 compared
to net income of $8.6 million for the third quarter of 2020. Diluted income per
common share was $0.65 for the third quarter of 2021, compared to $0.40 for the
same period in 2020.

For the nine months ended September 30, 2021, we reported net income of $38.5
million. This compared to net income of $12.6 million for the nine months ended
September 30, 2020. Diluted income per common share was $1.88 for the nine
months ended September 30, 2021, compared to $0.58 for the same period in 2020.



The increase in net income for the three months ended September 30, 2021,
compared to the same period in 2020, was primarily attributable to the recording
of negative provision for credit losses of $2.4 million during the third quarter
of 2021 compared to a provision for credit losses of $28,000 during the third
quarter of 2020. The recording of negative provision was the result of improved
CECL economic forecasts and positive credit quality migration lowering the
allowance, partially offset by loan growth during the third quarter of 2021. The
increase in net income quarter over quarter was also the result of higher net
interest income, led by growth in loans and taxable investment securities, as
well as higher non-interest income, led by increased service charges as well as
the receipt of SBIC distributions.



For the nine months ended September 30, 2021, compared to the first nine months
of 2020, the increase in net income was primarily attributable to the recording
of negative provision for credit losses of $7.9 million during the first nine
months of 2021 compared to a provision for credit losses of $17.0 million during
the same period in 2020. The recording of negative provision was the result of
improved CECL economic forecasts and credit upgrades, partially offset by loan
growth during the first nine months of 2021. Partially offsetting the increase
in income was an increase in salaries and employee benefits expense of $5.3
million, or 20%, for the first nine months of 2021 compared to the same period
in 2020. Salaries and employee benefits expense included contract labor expense
for PPP round two loan processing during the first half of 2021 as well as an
increase in SBA commissions and other performance-based incentives.



Net interest income before provision for credit losses increased $3.1 million,
or 14%, from the third quarter of 2020 to 2021, primarily due to a $2.4 million,
or 10%, increase in interest income, driven by higher loan interest and fees, as
well as a decrease of $620,000, or 25%, in interest expense, primarily resulting
from a decrease in interest expense on deposits. Net interest income before
provision for credit losses increased $9.4 million, or 15%, from the first nine
months of 2020 to 2021, primarily due to a $5.6 million, or 8%, increase in
interest income, driven by higher loan interest and fees as well as an increase
of $2.5 million, or 29%, in interest income from investment securities. Also
contributing to the increase in net interest income was a decrease of $3.8
million, or 39%, in interest expense due to lower interest expense on deposits.



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Taxable equivalent net interest income was $25.1 million for the third quarter
of 2021, compared to $22.1 million for the third quarter of 2020. Taxable
equivalent net interest margin decreased to 2.69% for the three months ended
September 30, 2021, from 3.14% for the three months ended September 30, 2020.
The margin decrease for the third quarter of 2021 compared to the same period in
2020 was primarily due to the increase in deposits and corresponding increase in
low-yielding cash balances. For the nine months ended September 30, 2021,
taxable equivalent net interest income was $74.9 million compared to $65.3
million for the same period of 2020. Taxable equivalent net interest margin
decreased to 2.80% for the nine months ended September 30, 2021, from 3.25% for
the nine months ended September 30, 2020. The margin decrease for the first nine
months of 2021 compared to the same period in 2020 was primarily due to lower
rates on loans resulting from federal funds rate decreases during 2020 and the
increase in deposits and corresponding increase in cash balances, which
contributed to the margin decline.



The CARES Act and applicable extensions provide relief to borrowers, including
the opportunity to defer loan payments while not negatively affecting their
credit standing and also provide funding opportunities for small businesses
under the PPP from approved SBA lenders. For commercial and consumer customers,
we have provided a host of relief options, including payment deferrals
(including maturity extensions), loan covenant waivers and low interest rate
loan products. Outstanding PPP loans were $48.3 million at September 30, 2021, a
decrease of $143.9 million, or 75%, from December 31, 2020. The decrease was due
to the forgiveness of $243.0 million in PPP loans during the nine months ended
September 30, 2021, offset by the origination of 291 round two PPP loans
totaling $73.0 million during the first half of 2021.

We recorded negative provision for credit losses for the quarter ended
September 30, 2021, totaling $2.4 million, a decrease of $2.4 million from the
quarter ended September 30, 2020, as a result of improved CECL economic
forecasts and positive credit quality migration lowering the allowance,
partially offset by loan growth during the third quarter of 2021. For the nine
months ended September 30, 2021, we recorded negative provision for credit
losses totaling $7.9 million, a decrease of $24.8 million from the nine months
ended September 30, 2020, primarily due to improved CECL economic forecasts and
credit upgrades, partially offset by loan growth during the first nine months of
2021.



Noninterest income increased $2.1 million, or 84%, to $4.6 million from the
third quarter of 2020. The increase was primarily due to an increase of
$548,000, or 45%, in service charges due to continued growth in our payments,
fintech and private capital solutions businesses and a $383,000, or 43%,
increase in SBA lending activities resulting from higher SBA premiums in the
secondary market. Also contributing to the increase in noninterest income for
the third quarter of 2021 was the receipt of SBIC distributions totaling
$930,000 in September 2021, which was recorded in other noninterest income.

For the first nine months of 2021, noninterest income increased $4.5 million, or
62%, to $11.8 million. The increase was primarily due to an increase of $1.6
million, or 79%, in SBA lending activities, an increase of $1.6 million, or 46%,
in income from service charges and the aforementioned SBIC distributions of
$930,000.



For the third quarter of 2021, noninterest expense increased $1.3 million, or
10%, to $15.0 million compared to the third quarter of 2020. The most
significant components of the increase were $2.9 million of merger-related
expenses, increases of $1.4 million, or 16%, in salaries and employee benefits
expense, $265,000 in FDIC premiums, and $175,000, or 31%, in professional
services. Salaries and employee benefits expense in the third quarter of 2021
included an increase in short-term and long-term incentive costs of $1.1
million, or 78%, compared to the third quarter of 2020. Partially offsetting the
increase in noninterest expense was an employee retention payroll tax credit
pursuant to the CARES Act totaling $3.0 million.



Noninterest expense totaled $45.4 million for the nine months ended September
30, 2021, compared to $39.5 million for the same period in 2020. The most
significant component of the increase was a $5.3 million, or 20%, increase in
salaries and employee benefits primarily related to higher incentives, SBA
commissions and $255,000 in contract labor expense for PPP round two loan
processing. The first nine months of 2021 included an increase in short-term and
long-term incentive costs of $3.6 million, or 95%, along with the partial impact
of new hires and merit increases. Also contributing to the increase in
noninterest expense were merger-related expenses of $2.9 million and an increase
of $786,000 in FDIC premiums resulting from overall asset growth in 2021.
Partially offsetting the increase in noninterest expense for the nine months
ended September 30, 2021, compared to the same period in 2020 was an employee
retention payroll tax credit pursuant to the CARES Act totaling $3.0 million.

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Table 1 - Quarterly Selected Financial Data

(dollars in thousands, except share and per share data; taxable equivalent)




                                                                                        2021                                         2020                      For the nine months ended September 30,
                                                                      Third            Second             First            Fourth             Third
                                                                     Quarter           Quarter           Quarter           Quarter           Quarter               2021                      2020
INCOME SUMMARY
Interest income - taxable equivalent (1)                          $      

27,040 $ 27,993 $ 25,775 $ 25,288 $ 24,578 $

            80,808       $            74,976
Interest expense                                                          1,895             1,958             2,065             2,299             2,515                   5,918                     9,724
Net interest income - taxable equivalent                                 25,145            26,035            23,710            22,989            22,063                  74,890                    65,252
Provision for credit losses                                             (2,405)             (933)           (4,519)               481                28                 (7,857)                    16,965
Net interest income after provision for credit losses                    27,550            26,968            28,229            22,508            22,035                  82,747                    48,287
Noninterest income                                                        4,609             3,584             3,562             3,016             2,504                  11,755                     7,269
Noninterest expense                                                      15,018            15,197            15,149            13,164            13,713                  45,364                    39,494
Income before income taxes                                               17,141            15,355            16,642            12,360            10,826                  49,138                    16,062
Income tax expense                                                        3,837             3,539             3,280             2,410             2,208                  10,656                     3,471
Net income(1)(2)                                                  $      

13,304 $ 11,816 $ 13,362 $ 9,950 $ 8,618 $

            38,482       $            12,591

PER SHARE DATA
Diluted earnings per share                                        $       

0.65 $ 0.58 $ 0.65 $ 0.48 $ 0.40 $

              1.88       $              0.58
Book value per share                                                      17.92             17.38             16.72             16.60             16.05                   17.92                     16.05
Tangible book value per common share (2)                                  16.94             16.40             15.74             15.62             15.11                   16.94                     15.11

PERFORMANCE MEASURES
Return on average equity                                                  14.69 %           13.60 %           15.99 %           11.68 %           10.05 %                 14.74 %                    4.98 %
Return on average assets                                                   1.36              1.26              1.50              1.19              1.15                    1.37                      0.59
Taxable equivalent net interest margin                                     2.69              2.91              2.81              2.91              3.14                    2.80                      3.25
Taxable equivalent net interest margin excluding PPP loans                

2.54              2.70              2.70              2.81              3.18                    2.65                      3.31
Efficiency ratio                                                          51.12             51.97             56.30             51.30             56.61                   53.04                     55.16
Average loans to average deposits                                         65.81             67.54             71.93             76.81             88.65                   68.32                     87.07

CAPITAL


Average equity to average assets                                           9.23 %            9.24 %            9.39 %           10.18 %           11.45 %                  9.28 %                   11.78 %
Tangible common equity to tangible assets                                  8.21              8.86              8.63              8.86             11.03                    8.21                     11.03
Leverage ratio                                                              8.5               8.4               8.4               8.9               9.9                     8.7                       9.9
Total risk based capital ratio                                             15.9              16.0              16.4              16.1              16.9                    15.9                      16.9

SHARES OUTSTANDING
Number of common shares outstanding - basic                          

20,305,109 20,319,429 20,354,077 20,394,912 21,202,783

              20,305,109                21,202,783
Number of common shares outstanding - diluted                        

20,590,747 20,595,812 20,617,188 20,492,542 21,298,098

              20,590,747                21,298,098
Average number of common shares - basic                              

20,308,761 20,332,503 20,380,066 20,711,089 21,500,735

              20,340,182                21,553,953
Average number of common shares - diluted                            

20,507,604 20,516,478 20,502,184 20,795,332 21,543,805

              20,508,775                21,640,057

ASSET QUALITY Allowance for credit losses on loans to loans held for investment 1.16 %

            1.27 %            1.31 %            1.55 %            1.59 %                  1.16 %                    1.59 %
Net charge-offs to average loans(3)                                           -              0.10              0.04              0.05              0.06                    0.05                      0.13
Non-performing assets to total assets                                     

0.10              0.14              0.06              0.13              0.20                    0.10                      0.20

AVERAGE BALANCES
Total loans                                                       $  

2,246,529 $ 2,233,906 $ 2,270,660 $ 2,207,956 $ 2,191,669 $ 2,250,277 $ 2,071,673 Investment securities


733,452           656,507           579,547           491,134           453,382                 657,066                   444,766
Total assets                                                          3,893,049         3,771,970         3,611,417         3,328,719         2,977,444               3,759,841                 2,865,884
Deposits                                                              3,413,882         3,307,601         3,156,906         2,874,402         2,472,218               3,293,738                 2,379,235
Shareholders' equity                                                    359,300           348,416           338,990           338,948           341,017                 348,974                   337,521

AT PERIOD END
Loans and loans held for sale                                     $   

2,285,670 $ 2,264,899 $ 2,302,661 $ 2,249,036 $ 2,188,894 $ 2,285,670 $ 2,188,894 Investment securities


772,987           714,065           613,236           535,579           446,706                 772,987                   446,706
Total assets                                                          4,210,316         3,780,445         3,732,668         3,615,617         2,923,977               4,210,316                 2,923,977
Deposits                                                              3,727,321         3,306,224         3,277,692         3,161,508         2,468,722               3,727,321                 2,468,722
Shareholders' equity                                                    363,925           353,185           340,328           338,586           340,309                 363,925                   340,309


(1) Interest income on tax-exempt securities has been increased to reflect comparable interest on taxable securities. The rate used was 21%, reflecting the statutory federal income tax rate.

(2) Excludes effect of acquisition related intangibles.



(3) Annualized.

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Non-GAAP Performance Measures Reconciliation



(dollars in thousands)



                                                                                                                     For the nine months
                                                    2021                                    2020                    ended September 30,
                                   Third           Second          First           Fourth          Third
                                   Quarter         Quarter         Quarter         Quarter         Quarter          2021            2020
Taxable equivalent interest
income reconciliation
Interest income - GAAP          $     26,664    $     27,618    $     25,410    $     24,943    $     24,233    $     79,692    $     74,053
Taxable equivalent adjustment            376             375             365             345             345           1,116             923
Interest income - taxable
equivalent                      $     27,040    $     27,993    $     25,775    $     25,288    $     24,578    $     80,808    $     74,976

Taxable equivalent net
interest income
reconciliation
Net interest income - GAAP      $     24,769    $     25,660    $     23,345    $     22,644    $     21,718    $     73,774    $     64,329
Taxable equivalent adjustment            376             375             365             345             345           1,116             923
Net interest income - taxable
equivalent                      $     25,145    $     26,035    $     23,710    $     22,989    $     22,063    $     74,890    $     65,252

Loan yield excluding PPP
loans reconciliation
Loan yield - GAAP                       3.91 %          4.19 %          3.89 %          3.89 %          3.82 %          4.00 %          4.12 %
Impact of PPP loans                   (0.20)          (0.24)          (0.06)          (0.03)            0.13          (0.17)            0.14
Loan yield excluding PPP
loans                                   3.71 %          3.95 %          3.83 %          3.86 %          3.95 %          3.83 %          4.26 %

Taxable equivalent net
interest margin
reconciliation
Net interest margin - GAAP              2.65 %          2.87 %          

2.76 % 2.86 % 3.09 % 2.76 % 3.21 % Impact of taxable equivalent adjustment

                              0.04            0.04            0.05            0.05            0.05            0.04            0.04
Net interest margin - taxable
equivalent                              2.69 %          2.91 %          

2.81 % 2.91 % 3.14 % 2.80 % 3.25 %



Taxable equivalent net
interest margin excluding PPP
loans reconciliation
Net interest margin - taxable
equivalent                              2.69 %          2.91 %          

2.81 % 2.91 % 3.14 % 2.80 % 3.21 % Impact of PPP loans

                   (0.15)          (0.21)          (0.11)          (0.10)            0.04          (0.15)            0.10
Net interest margin - taxable
equivalent excluding PPP
loans                                   2.54 %          2.70 %          

2.70 % 2.81 % 3.18 % 2.65 % 3.31 %



Taxable equivalent income
before income taxes
reconciliation
Income before income taxes -
GAAP                            $     16,765    $     14,980    $     

16,277 $ 12,015 $ 10,481 $ 48,022 $ 15,139 Taxable equivalent adjustment

            376             375             365             345             345           1,116             923

Income before income taxes $ 17,141 $ 15,355 $ 16,642 $ 12,360 $ 10,826 $ 49,138 $ 16,062



Taxable equivalent income tax
expense reconciliation
Income tax expense - GAAP       $      3,461    $      3,164    $      2,915    $      2,065    $      1,863    $      9,540    $      2,548
Taxable equivalent adjustment            376             375             365             345             345           1,116             923
Income tax expense              $      3,837    $      3,539    $      3,280    $      2,410    $      2,208    $     10,656    $      3,471

Tangible book value per
common share reconciliation
Total shareholders' equity      $    363,925    $    353,185    $    340,328    $    338,586    $    340,309    $    363,925    $    340,309
Intangible assets                   (19,925)        (19,925)        

(19,925) (19,925) (19,925) (19,925) (19,925) Total tangible common equity $ 344,000 $ 333,260 $ 320,403 $ 318,661 $ 320,384 $ 344,000 $ 320,384 Common shares outstanding 20,305,109 20,319,429 20,354,077 20,394,912 21,202,783 20,305,109 21,202,783 Book value per common share - GAAP

$      17.92    $      17.38    $      16.72    $      16.60    $      16.05    $      17.92    $      16.05
Tangible book value                    16.94           16.40           15.74           15.62           15.11           16.94           15.11

Tangible common equity to
tangible assets
reconciliation
Total shareholders' equity      $    363,925    $    353,185    $    340,328    $    338,586    $    340,309    $    363,925    $    340,309
Intangible assets                   (19,925)        (19,925)        

(19,925) (19,925) (19,925) (19,925) (19,925) Total tangible common equity $ 344,000 $ 333,260 $ 320,403 $ 318,661 $ 320,384 $ 344,000 $ 320,384



Total assets                    $  4,210,316    $  3,780,445    $  

3,732,668 $ 3,615,617 $ 2,923,977 $ 4,210,316 $ 2,923,977 Intangible assets

                   (19,925)        (19,925)        

(19,925) (19,925) (19,925) (19,925) (19,925) Total tangible assets

$  4,190,391    $  3,760,520    $  

3,712,743 $ 3,595,692 $ 2,904,052 $ 4,190,391 $ 2,904,052 Tangible common equity to tangible assets

                         8.21 %          8.86 %          

8.63 % 8.86 % 11.03 % 8.21 % 11.03 %



Allowance for loan losses to
loans held for investment
reconciliation
Total loans held for
investment                      $  2,273,856    $  2,264,899    $  

2,300,814 $ 2,249,036 $ 2,188,035 $ 2,273,856 $ 2,188,035 PPP loans

                           (48,304)       (105,684)       (218,766)       (192,160)       (231,834)        (48,304)       (231,834)
Total loans held for
investment excluding PPP
loans                           $  2,225,552    $  2,159,215    $  

2,082,048 $ 2,056,876 $ 1,956,201 $ 2,225,552 $ 1,956,201



Allowance for credit losses
to loans held for investment            1.16 %          1.27 %          1.31 %          1.55 %          1.59 %          1.16 %          1.59 %
Allowance for credit losses
to loans held for investment
excluding PPP loans                     1.18 %          1.33 %          1.45 %          1.70 %          1.78 %          1.18 %          1.78 %




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RESULTS OF OPERATIONS

Net Interest Income and Net Interest Margin

Third Quarter 2021 compared to Third Quarter 2020



Taxable equivalent net interest income for the third quarter of 2021 totaled
$25.1 million, a $3.1 million, or 14%, increase compared to the third quarter of
2020. This increase was primarily driven by an increase in interest income of
$2.5 million, or 10%, compared to the same period in 2020 and a decline in
interest expense of $620,000, or 25%, compared to the same period in 2020. The
third quarter of 2021 included $1.9 million in PPP loan income compared to $1.6
million in the third quarter of 2020. The yield on loans increased by 9 basis
points to 3.91% from the third quarter of 2020. The yield on loans excluding PPP
loans for the three months ended September 30, 2021, was 3.71%, a decrease of 24
basis points, compared to the same period in 2020.

The increase in interest income for the third quarter of 2021 was primarily driven by an increase in loan interest of $1.1 million, or 5%, and an increase in taxable investment securities interest totaling $944,000, or 64%.





The change in interest expense was primarily due to a decrease in expense on
NOW, money market and savings deposits of $326,000, or 32%, and a decrease in
long-term debt interest expense of $239,000, or 18%. The rate paid on interest
bearing liabilities decreased 21 basis points from the third quarter of 2020 to
the third quarter of 2021, driven by a decrease in interest rates on deposits
and other borrowings resulting from decreases in the federal funds rate during
2020.



Taxable equivalent net interest margin decreased to 2.69% for the three months
ended September 30, 2021 compared to 3.14% for the three months ended September
30, 2020 due to a decline in yields on investment securities, partially offset
by lower cost of deposits. The large increase in deposits and corresponding
increase in low-yielding cash balances also contributed to the lower net
interest margin year over year.

Nine Months of 2021 compared to Nine Months of 2020


Taxable equivalent net interest income for the nine months ended September 30,
2021, totaled $74.9 million, a $9.6 million, or 15%, increase compared to the
same period in 2020. This increase was primarily driven by an increase in
interest income of $5.8 million, or 8%, compared to the same period in 2020 and
a decline in interest expense of $3.8 million, or 39%, compared to the same
period in 2020. The first nine months of 2021 included $7.1 million in PPP loan
income compared to $2.3 million in the same period of 2020. Additionally, the
first nine months of 2021 included $671,000 in interest income related to the
receipt of an investment prepayment penalty and the accelerated accretion of a
loan discount upon payoff. The yield on loans decreased by 12 basis points to
4.00% from the nine months ended September 30, 2020. The yield on loans
excluding PPP loans for the nine months ended September 30, 2021, was 3.83%, a
decrease of 43 basis points, compared to the same period in 2020.

The increase in interest income for the nine months ended September 30, 2021,
was primarily driven by an increase in loan interest of $3.3 million, or 5%, and
an increase in taxable investment securities interest totaling $2.0 million, or
41%.



The change in interest expense was primarily due to a decrease in expense on
NOW, money market and savings deposits of $3.6 million, or 62%. This decrease
was partially offset by an increase of $310,000, or 10%, in interest expense on
long-term debt due to the issuance of $75 million in subordinated debt in August
2020. The rate paid on interest bearing liabilities decreased 39 basis points
from the first nine months of 2020 to the first nine months of 2021, driven by a
decrease in interest rates on deposits and other borrowings resulting from
decreases in the federal funds rate during 2020.



Taxable equivalent net interest margin decreased to 2.80% for the nine months
ended September 30, 2021, compared to 3.25% for the nine months ended September
30, 2020. The large increase in deposits and corresponding increase in
low-yielding cash balances contributed to the lower net interest margin year
over year.

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Table 2 - Average Balance Sheets and Net Interest Analysis

(dollars in thousands; taxable equivalent)






                                                    Three months ended September 30,
                                            2021                                         2020
                                           Interest        Tax                          Interest        Tax
                             Average       Income/      Equivalent        Average       Income/      Equivalent
                             Balance       Expense      Yield/Rate        Balance       Expense      Yield/Rate
Assets
Interest bearing
deposits in other banks    $   594,338    $      266          0.18 %    $   136,459    $       65          0.19 %
Other short-term
investments                    122,477           156          0.51                -             -             -
Investment securities:
Taxable investment
securities                     503,420         2,411          1.90          237,655         1,467          2.46
Non-taxable investment
securities(1)                  230,032         1,885          3.25          215,727         1,788          3.30
Total investment
securities                     733,452         4,296          2.32          453,382         3,255          2.86
Loans                        2,246,529        22,151          3.91        2,191,669        21,049          3.82
FHLB and FRB stock              11,931           171          5.69           14,484           209          5.74
Total interest-earning
assets                       3,708,727        27,040          2.89        2,795,994        24,578          3.50
Non-earning assets             184,322                                      181,450
Total assets               $ 3,893,049                                  $ 2,977,444
Liabilities
Interest bearing
deposits:
NOW, money market, and
savings                      1,665,462           680          0.16        1,383,382         1,006          0.29
Time deposits                  285,808            50          0.07          166,019            86          0.21
Brokered deposits               87,498            59          0.27           68,102            59          0.34
Total interest-bearing
deposits                     2,038,768           789          0.15        1,617,503         1,151          0.28
Total borrowings                     -             -             -           40,793            19          0.19
Total long-term debt            73,978         1,106          5.93           82,708         1,345          6.47
Total interest-bearing
liabilities                  2,112,746         1,895          0.36        1,741,004         2,515          0.57
Demand deposits              1,375,114                                      854,715
Other liabilities               45,889                                       40,708
Shareholders' equity           359,300                                      341,017
Total liabilities and
shareholders' equity       $ 3,893,049                                  $ 2,977,444
Net interest spread                                           2.53 %                                       2.92 %
Net interest income and
net interest margin(2)                    $   25,145          2.69 %                   $   22,063          3.14 %

Non-taxable equivalent
net interest margin                                           2.65 %                                       3.09 %

(1) Interest revenue on tax-exempt securities has been increased to reflect

comparable interest on taxable securities. The rate used was 21%, reflecting

the statutory federal income tax rate.

(2) Taxable equivalent net interest income divided by total interest-earning


    assets using the appropriate day count convention based on the type of
    interest-earning asset.












































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Table 2 - Average Balance Sheets and Net Interest Analysis (continued)

(dollars in thousands; taxable equivalent)




                                                 Nine months ended September 30,
                                         2021                                       2020
                                        Interest       Tax                         Interest       Tax
                           Average      Income/     Equivalent        Average      Income/     Equivalent
                           Balance      Expense     Yield/Rate        Balance      Expense     Yield/Rate
Assets
Interest bearing
deposits in other
banks                    $   615,001   $      634         0.14 %    $   147,795   $      756         0.68 %
Other short-term
investments                   41,274          156         0.51               36            -            -
Investment securities:
Taxable investment
securities                   429,307        6,691         2.08          246,388        4,729         2.56
Non-taxable investment
securities(1)                227,759        5,619         3.30          198,378        4,877         3.28
Total investment
securities                   657,066       12,310         2.50          444,766        9,606         2.88
Loans                      2,250,277       67,272         4.00        2,071,673       63,971         4.12
FHLB and FRB stock            12,183          436         4.78           14,667          643         5.86
Total interest-earning
assets                     3,575,801       80,808         3.02        2,678,937       74,976         3.74
Non-earning assets           184,040                                    186,947
Total assets             $ 3,759,841                                $ 2,865,884
Liabilities
Interest bearing
deposits:
NOW, money market, and
savings                    1,654,990        2,240         0.18        1,397,280        5,889         0.56
Time deposits                283,296          191         0.09          106,271          196         0.25
Brokered deposits             85,454          180         0.28           81,125          547         0.90
Total interest-bearing
deposits                   2,023,740        2,611         0.17        1,584,676        6,632         0.56
Total borrowings                  30            -            -           50,055           95         0.25
Total long-term debt          73,905        3,307         5.98           60,922        2,997         6.57
Total interest-bearing
liabilities                2,097,675        5,918         0.38        1,695,653        9,724         0.77
Demand deposits            1,269,998                                    794,559
Other liabilities             43,194                                     38,151
Shareholders' equity         348,974                                    337,521
Total liabilities and
shareholders' equity     $ 3,759,841                                $ 

2,865,884


Net interest spread                                       2.64 %                                     2.97 %
Net interest income
and net interest
margin(2)                              $   74,890         2.80 %           

$ 65,252 3.25 %



Non-taxable equivalent
net interest margin                                       2.76 %                                     3.21 %


(1) Interest revenue on tax-exempt securities has been increased to reflect

comparable interest on taxable securities. The rate used was 21%, reflecting

the statutory federal income tax rate.

(2) Taxable equivalent net interest income divided by total interest-earning


    assets using the appropriate day count convention based on the type of
    interest-earning asset.






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The following table shows the relative effect on taxable equivalent net interest
income for changes in the average outstanding amounts (volume) of
interest-earning assets and interest-bearing liabilities and the rates earned
and paid on such assets and liabilities (rate). Variances resulting from a
combination of changes in rate and volume are allocated in proportion to the
absolute dollar amounts of the change in each category.

Table 3 - Changes in Taxable Equivalent Net Interest Income



(dollars in thousands)





                                               Three months ended September 30, 2021           Nine months ended September 30, 2021
                                                         Compared to 2020                                Compared to 2020
                                              Increase (Decrease) Due to Changes in:          Increase (decrease) Due to Changes in:
                                                                                 Total                                          Total
                                              Volume           Yield/Rate  

Change Volume Yield/Rate Change Interest earning assets Interest bearing deposits in other banks $ 205 $ (4)

$    201   $        482     $       (604)     $    (122)
Other short-term investments                         156                 -           156            156                 -            156
Investment securities:
Taxable investment securities                      1,273             (329)           944          2,851             (889)          1,962

Non-taxable investment securities(1)                 117              (20) 

          97            725                17            742
Total investment securities                        1,390             (349)         1,041          3,576             (872)          2,704
Loans                                                541               561         1,102          5,339           (2,038)          3,301
FHLB and FRB stock                                  (37)               (1)          (38)           (89)             (118)          (207)

Total interest-earning assets                      2,255               207         2,462          9,464           (3,632)          5,832

Interest bearing liabilities
Interest bearing deposits:
NOW, money market, and savings                       115             (441) 

       (326)            349           (3,998)        (3,649)
Time deposits                                         21              (57)          (36)            119             (124)            (5)
Brokered deposits                                     13              (13)             -              9             (376)          (367)

Total interest-bearing deposits                      149             (511) 

       (362)            477           (4,498)        (4,021)
Total borrowings                                       -              (19)          (19)              -              (95)           (95)
Total long-term debt                               (131)             (108)         (239)            581             (271)            310

Total interest-bearing liabilities                    18             (638) 

       (620)          1,058           (4,864)        (3,806)
Change in net interest income              $       2,237      $        845      $  3,082   $      8,406     $       1,232     $    9,638

(1) Interest revenue on tax-exempt securities has been increased to reflect

comparable interest on taxable securities. The rate used was 21%, reflecting

the statutory federal income tax rate.

Provision for Credit Losses


Management considers a number of factors in determining the required level of
the allowance for credit losses and the provision required to achieve what is
believed to be appropriate reserve level, including historical loss experience,
loan growth, credit risk rating trends, nonperforming loan levels,
delinquencies, loan portfolio concentrations, economic forecasts and market
trends. The provision for credit losses represents management's determination of
the amount necessary to be charged against the current period's earnings to
maintain the allowance for credit losses at a level that is considered adequate
in relation to the estimated lifetime losses expected in the loan portfolio.

For the three months ended September 30, 2021, we recorded negative provision
for credit losses totaling $2.4 million, a decrease of $2.4 million compared to
the three months ended September 30, 2020. For the nine months ended September
30, 2021, we recorded negative provision for credit losses totaling $7.9
million, a decrease of $24.8 million compared to the nine months ended September
30, 2020. The provision for credit losses in the first nine months of 2021
included a negative provision for loan losses of $7.1 million and a negative
provision for unfunded commitments of $748,000. The provision decreased
primarily because of improved CECL economic forecasts and credit upgrades,
partially offset by loan growth during the first nine months of 2021.

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At September 30, 2021, nonperforming loans totaled $4.1 million compared to $4.9
million at December 31, 2020. Net loan charge-offs for the three and nine months
ended September 30, 2021 were 0.00% and 0.05%, respectively, of average loans
(annualized), compared to 0.06% and 0.13%, respectively, for the three and nine
months ended September 30, 2020. The allowance for credit losses to total loans
at September 30, 2021 was 1.16%, compared to 1.55% at December 31, 2020.

Noninterest Income


Noninterest income for the three and nine months ended September 30, 2021, was
$4.6 million and $11.8 million compared to $2.5 million and $7.3 million for the
comparable period of the prior year, representing an increase of $2.1 million,
or 84%, for the three month period and an increase of $4.5 million, or 62%, for
the nine month period. The following table presents the components of
noninterest income.

Table 4 - Noninterest Income



(dollars in thousands)




                               Three Months Ended                              Nine Months Ended
                                 September 30,              Change              September 30,              Change
                                2021         2020           $        %          2021        2020         $         %
Service charges              $    1,765     $ 1,217    $    548      45 %    $    5,155    $ 3,530    $ 1,625        46 %
Gain on sales of
securities                            -           -           -       -               2          -          2         -
Gain (loss) on sales of
other assets                         38       (145)         183       -              38      (140)        178         -
Derivatives income                   21          10          11       -              61        246      (185)      (75)

Bank owned life insurance           391         363          28       8           1,170      1,092         78         7
SBA lending activities            1,276         893         383      43           3,732      2,089      1,643        79
Other noninterest income          1,118         166         952       -           1,597        452      1,145         -
Total noninterest income     $    4,609     $ 2,504    $  2,105      84    
$   11,755    $ 7,269    $ 4,486        62




Service charges for the three months ended September 30, 2021, totaled $1.8
million, an increase of $548,000, or 45%, from the same period in 2020. For the
nine months ended September 30, 2021, service charges totaled $5.2 million, an
increase of $1.6 million, or 46%, from the first nine months of 2020. The
increase for the third quarter of 2021 and the first nine months of 2021
compared to the same periods in 2020 was primarily due to continued growth in
our payments, fintech and private capital solutions businesses, resulting in
higher fee income.

Derivatives income for the third quarter of 2021 was $21,000 compared to $10,000
for the same period in 2020. The increase in income was primarily due to changes
in the derivatives credit valuation adjustment. For the nine months ended
September 30, 2021, derivatives income decreased $185,000, or 75%, from the same
period in 2020 primarily due to the change in the valuation adjustment.

Income from SBA lending activities for the third quarter of 2021 increased
$383,000, or 43%, from the same period in 2020, due to higher SBA premiums in
the secondary market. During the three months ended September 30, 2021 and 2020,
guaranteed portions of SBA loans totaling $12.0 million and $10.0 million,
respectively, were sold in the secondary market. Income from SBA lending
activities for the first nine months of 2021 increased $1.6 million, or 79%,
from the same period in 2020, due to higher premiums paid. During the nine
months ended September 30, 2021 and 2020, guaranteed portions of SBA loans
totaling $34.8 million and $26.5 million, respectively, were sold in the
secondary market.



Other noninterest income increased $952,000 during the three months ended
September 30, 2021, and $1.1 million for the nine months ended September 30,
2021, compared to the same periods in 2020. The increase for both periods was
primarily driven by the receipt of SBIC distributions of $930,000 in September
2021.



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  Table of Contents

Noninterest Expense

Noninterest expense for the third quarter of 2021 was $15.0 million, an increase
of $1.3 million, or 10%, from the third quarter of 2020. For the nine months
ended September 30, 2021, noninterest expense totaled $45.4 million, an increase
of $5.9 million, or 15%, from the same period in 2020. The following table
presents the components of noninterest expense.



Table 5 - Noninterest Expense



(dollars in thousands)




                                Three Months Ended                                 Nine Months Ended
                                  September 30,                Change               September 30,               Change
                               2021            2020          $         %           2021         2020          $         %
Salaries and employee
benefits                    $    10,290     $    8,850   $   1,440       16

% $ 31,073 $ 25,792 $ 5,281 20 % Employee retention credit (3,035)

              -     (3,035)        -        (3,035)            -     (3,035)        -
Occupancy                           756            739          17        2          2,268        2,416       (148)      (6)
Equipment and software              857            826          31        4          2,450        2,368          82        3
Professional services               737            562         175       31          2,382        2,059         323       16
Communications and data
processing                          889            757         132       17          2,550        2,324         226       10
Marketing and business
development                         142            141           1        1            388          373          15        4
Travel, meals and
entertainment                        91             39          52      133            148          213        (65)     (31)
FDIC premiums                       478            213         265      124          1,174          388         786        -
Merger and conversion
costs                             2,899              -       2,899        -          2,899            -       2,899        -

Other noninterest expense           914          1,586       (672)     (42)          3,067        3,561       (494)     (14)
Total noninterest expense   $    15,018     $   13,713   $   1,305       10
$   45,364    $  39,494   $   5,870       15




Salaries and employee benefits expense for the three months ended September 30,
2021, totaled $10.3 million, an increase of $1.4 million, or 16%, from the same
period in 2020. For the first nine months of 2021, salaries and employee
benefits expense totaled $31.1 million, an increase of $5.3 million, or 20%,
from the first nine months of 2020. The increase for the three and nine months
ended September 30, 2021, was primarily attributable to higher short-term and
long-term incentive costs along with the impact of new hires and merit
increases, as well as contract labor expense for PPP round two loan processing.
The third quarter of 2021 included an expense reduction of $3.0 million as a
result of the employee retention payroll tax credit pursuant to the CARES Act.
Full time equivalent headcount totaled 212 at September 30, 2021 compared to 201
at September 30, 2020, a net increase of 11 positions.

Occupancy costs were $756,000 for the third quarter of 2021, an increase of
$17,000, or 2%, compared to the third quarter of 2020. For the nine months ended
September 30, 2021, occupancy costs were $2.3 million, a decrease of $148,000,
or 6%, from the first nine months of 2020. The decrease for the nine months
ended September 30, 2021, was due to savings from relocating our operations
center partially offset by expenses related to expansion of our corporate
headquarters.

Professional services expense increased $175,000, or 31%, from the three months
ended September 30, 2020, to $737,000 for the three months ended September 30,
2021. The increase was primarily driven by recruiter and consulting expense. For
the nine months ended September 30, 2021, professional services expense
increased $323,000, or 16%, compared to the nine months ended September 30,
2020. Primarily driving the increase for the nine months ended September 30,
2021, was higher consulting expense for PPP round two loan processing and PPP
round one loan forgiveness that was incurred in the first quarter of 2021.

Communications and data processing expense totaled $889,000 for the three months
ended September 30, 2021, an increase of $132,000, or 17%, compared to the same
period in 2020. For the nine months ended September 30, 2021, communications and
data processing expense totaled $2.6 million, an increase of $226,000, or 10%,
from the same period in 2020. The increases were due to increased volumes in the
payments processing and fintech businesses.

For the three months ended September 30, 2021, travel, meals and entertainment
expense increased $52,000 compared to the same period in 2020. For the nine
months ended September 30, 2021, travel, meals and entertainment expense totaled
$148,000, a decrease of $65,000, or 31%, from the same period in 2020.The
decline for the nine months ended September

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30, 2021 was due to limitations from COVID-19 on non-essential business travel and an overall decrease in customer-related meals and entertainment expense.

FDIC premiums increased $265,000 for the third quarter of 2021 compared to the
third quarter of 2020. The increase for the three months ended September 30,
2021, resulted from the higher assessment rate due to our rapid growth in
assets. For the nine months ended September 30, 2021, FDIC premiums were $1.2
million, an increase of $786,000 from the first nine months of 2020. The
year-to-date increase also resulted from the higher assessment rate, as well as
the reduction in prior year expense related to the Small Business Assessment
Credits utilized in the first and second quarters of 2020.



Merger related expenses for the three and nine months ended September 30, 2021, were $2.9 million.





Income Taxes

We monitor and evaluate the potential impact of current events on the estimates
used to establish income tax expenses and income tax liabilities. Periodically,
we evaluate our income tax positions based on current tax law and positions
taken by various tax auditors within the jurisdictions where we are required to
file income tax returns.

Income tax expense for the three and nine months ended September 30, 2021 was
$3.5 million and $9.5 million, respectively. Comparatively, for the three and
nine months ended September 30, 2020, income tax expense was $1.9 million and
$2.5 million, respectively. The effective tax rate (as a percentage of pre-tax
earnings) was 20.6% and 19.9% for the three and nine months ended September 30,
2021, respectively, compared to 17.8% and 16.8% for the same periods in 2020.
The increase in income tax expense was the result of higher forecasted pretax
earnings for 2021.

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts and their respective tax basis including operating losses and
tax credit carryforwards. Net deferred tax assets (deferred tax assets net of
deferred tax liabilities and valuation allowance) are reported in the
Consolidated Balance Sheets as a component of other assets.

ASC Topic 740, Income Taxes, requires that companies assess whether a valuation
allowance should be established against their deferred tax assets based on the
consideration of all available evidence using a "more likely than not" standard.
The determination of whether a valuation allowance for deferred tax assets is
appropriate is subject to considerable judgment and requires an evaluation of
all evidence with more weight given to evidence that can be objectively
verified. Each quarter, management considers both positive and negative evidence
and analyzes changes in near-term market conditions as well as other factors
which may impact future operating results.

Based on all evidence considered, as of September 30, 2021 and 2020, management
concluded that it was more likely than not that the net deferred tax asset would
be realized, except as outlined in the following discussion. At both
September 30, 2021 and September 30, 2020, we recorded a deferred tax asset
valuation allowance totaling $6.8 million on certain net operating loss
carryforwards due to the fact that certain tax attributes are subject to an
annual limitation as a result of the acquisition of First Security, which
constituted a change of ownership as defined under Internal Revenue Code
Section 382. Management expects to generate future taxable income and believes
this will allow for full utilization of our remaining net operating loss
carryforwards within the statutory carryforward periods.

FINANCIAL CONDITION


Total assets at September 30, 2021 and December 31, 2020 were $4.21 billion and
$3.62 billion, respectively. Average total assets for the third quarter of 2021
were $3.89 billion, compared to $2.98 billion in the third quarter of 2020. The
increase in average total assets was primarily due to increases in cash, loans
as well as the investment securities portfolio.



Loans



At September 30, 2021, total loans held for investment increased $24.8 million,
or 1%, to $2.27 billion compared to $2.25 billion at December 31, 2020. The
increase was primarily due to increases of $59.6 million, or 41%, in
construction and land loans, $40.2 million, or 11%, in owner occupied commercial
real estate loans and $16.4 million, or 9%, in consumer

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Table of Contents


loans. Partially offsetting this increase was a decrease in commercial and
industrial loans of $114.1 million, or 12%, primarily driven by $243.0 million
in PPP loans forgiven during the nine months ended September 30, 2021. Table 6
provides additional information regarding our loan portfolio.

Table 6 - Loans

(dollars in thousands)




                                                               % of                               % of
                                                               Total                              Total
                                        September 30, 2021     Loans        December 31, 2020     Loans
Loans held for sale
Loans held for sale                    $             11,814                $                 -
Total loans held for sale              $             11,814                $                 -

Loans held for investment
Commercial loans:
Commercial and industrial              $            838,741       37 %    

$           952,805       42 %
Commercial real estate:
Owner occupied                                      413,875       18                   373,689       17
Non-owner occupied                                  546,444       24                   535,412       24
Construction and land                               205,148        9                   145,595        6
Total commercial loans                            2,004,208       88                 2,007,501       89

Residential:
Residential mortgages                                47,076        2                    33,783        1
Home equity                                          28,943        1                    25,443        1
Total residential loans                              76,019        3                    59,226        2

Consumer                                            192,462        9                   176,066        8
Other                                                 4,921        -                    13,897        1
Total loans                                       2,277,610                          2,256,690
Less net deferred fees and other
unearned income                                     (3,754)                            (7,654)
Total loans held for investment                   2,273,856                

         2,249,036

Total loans                            $          2,285,670                $         2,249,036




Nonperforming Assets

Nonperforming assets include nonaccrual loans, accruing loans past due 90 days
or more, and other real estate owned. Loans are considered to be past due when
payment is not received from the borrower by the contractually specified due
date. Interest accruals on loans are discontinued when interest or principal has
been in default 90 days or more, unless the loan is both secured by collateral
that is sufficient to repay the debt in full and the loan is in the process of
collection. When a loan is placed on nonaccrual status, interest accrued and not
paid in the current accounting period is reversed against current period income.
Interest accrued and not paid in prior periods, if significant, is reversed
against the allowance for credit losses on loans.

Income on such loans is subsequently recognized on a cash basis as long as the
future collection of principal is deemed probable or after all principal
payments are received. Commercial loans are placed back on accrual status after
sustained performance of timely and current principal and interest payments and
it is probable that all remaining amounts due, both principal and interest, are
fully collectible according to the terms of the loan agreement. Residential
loans and consumer loans are generally placed back on accrual status when they
are no longer past due.

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At September 30, 2021, our nonperforming assets totaled $4.1 million, or 0.10% of total assets, compared to $4.9 million, or 0.13% of total assets, at December 31, 2020. The decrease was primarily due to the charge-offs of two commercial and industrial loans and the pay off of one nonaccruing TDR residential loan.


Nonaccrual loans totaled $4.1 million and $3.8 million as of September 30, 2021
and December 31, 2020, respectively. There were no loans past due 90 days and
still accruing at September 30, 2021. Loans past due 90 days and still accruing
at December 31, 2020 totaled $1.1 million. The gross additional interest revenue
that would have been earned if the loans classified as nonaccrual had performed
in accordance with the original terms for the three and nine months ended
September 30, 2021 and for the same periods in 2020 is immaterial. Table 7
provides details on nonperforming assets and other risk elements.

Table 7 - Nonperforming Assets



(dollars in thousands)




                             September 30, 2021      June 30, 2021      March 31, 2021      December 31, 2020     September 30, 2020

Nonaccrual loans             $             4,077    $         4,387    $          1,805    $             3,778    $             5,085
Loans past due 90 days and
still accruing                                 -                807                 251                  1,084                    336
Total nonperforming
loans (NPLs)                               4,077              5,194               2,056                  4,862                  5,421
Other real estate owned                        -                 16                  16                     16                    563
Total nonperforming assets
(NPAs)                       $             4,077    $         5,210    $          2,072    $             4,878    $             5,984
NPLs as a percentage of
total loans                                 0.18 %             0.23 %              0.09 %                 0.22 %                 0.25 %
NPAs as a percentage of
total assets                                0.10 %             0.14 %              0.06 %                 0.13 %                 0.20 %



Troubled Debt Restructurings



TDRs are made to provide relief to customers experiencing liquidity challenges
or other circumstances that could affect their ability to meet their debt
obligations. Typical modifications include interest rate reductions, term
extensions and other concessions intended to minimize losses. Nonperforming TDRs
are not accruing interest and are included as nonperforming assets within
nonaccrual loans. TDRs, which are accruing interest based on the restructured
terms, are considered performing. Table 8 below summarizes TDRs.



Table 8 - Troubled Debt Restructurings



(dollars in thousands)




                     September 30, 2021      December 31, 2020
                            2021                   2021
Accruing TDRs       $             12,604    $            13,047
Nonaccruing TDRs                     638                  1,141
Total TDRs          $             13,242    $            14,188




The gross additional interest income that would have been earned had performing
TDRs performed in accordance with the original terms during the three and nine
months ended September 30, 2021 and for the same periods in 2020 is immaterial.



Certain borrowers may be unable to meet their contractual payment obligations
because of the adverse effects of COVID-19. To help mitigate these effects, loan
customers may apply for a deferral of payments, or portions thereof. In the
absence of other intervening factors, such short-term modifications made in good
faith are not categorized as TDRs, nor are loans granted payment deferrals
related to COVID-19 reported as past due or placed on non-accrual status
(provided the loans were not past due or on non-accrual status prior to the

deferral).

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Potential Problem Loans

Management identifies and maintains a list of potential problem loans. These are
loans that are internally risk graded special mention or below but which are not
included in nonaccrual status and are not past due 90 days or more. A loan is
added to the potential problem list when management becomes aware of information
about possible credit problems of the borrower, which raises doubts as to the
ability of such borrower to comply with the loan repayment terms. Potential
problem loans totaled $85.9 million and $172.7 million as of September 30, 2021
and December 31, 2020, respectively. As a percentage of total loans, potential
problem loans were 3.6% and 7.7% as of September 30, 2021 and December 31, 2020,
respectively. The decrease was primarily related to credit rating upgrades for
certain criticized and classified loans. As a number of potential problem loans
are real estate secured, management closely tracks the values of real estate
collateral when assessing the collectability of these loans.

Allowance for Credit Losses on Loans and Unfunded Commitments



The allowance for credit losses was 1.16% of total loans held for investment at
September 30, 2021, compared to 1.55% at December 31, 2020. The allowance for
credit losses to loans held for investment excluding PPP loans was 1.18% as of
September 30, 2021 compared to 1.70% at December 31, 2020. The decrease from
December 31, 2020 was due to an improvement in the CECL economic forecast and
credit upgrades, partially offset by loan growth.



The base case economic forecast used for the September 30, 2021 calculation was
published in early September. Management applied an economic and business
conditions qualitative adjustment to the allowance by incorporating an
alternative forecast scenario. The alternative forecast scenario was derived
from economic conditions experienced during 2008 and 2009, which included a
significant recession. Other qualitative adjustments applied by management
during the nine months ended September 30, 2021 related to credit concentrations
and competition.



For the three months ended September 30, 2021, there was a net recovery of
$22,000. Net charge-offs for the nine months ended September 30, 2021 were
$785,000. Net charge-offs for the three and nine months ended September 30, 2020
were $347,000 and $2.1 million, respectively. The net recovery in the third
quarter of 2021 was primarily driven by one commercial and industrial
relationship. The decrease for the nine months ended September 30, 2021 compared
to the same period in 2020 was related primarily to charge-offs of two
commercial and industrial loan relationships in the second quarter of 2020

totaling $1.5 million.



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Table 9 provides details concerning the allowance for credit losses on loans during the past five quarters.

Table 9 - Allowance for Credit Losses on Loans



(dollars in thousands)




                                               2021                           2020
                                  Third       Second       First       Fourth      Third
                                 Quarter     Quarter      Quarter     Quarter     Quarter
Allowance for credit losses on
loans
Balance at beginning of period  $  26,123    $ 27,506    $  31,818    $ 31,894    $ 31,605
Provision for loan losses         (2,221)       (814)      (4,074)         225         636
Loans charged-off:
Commercial and industrial           (131)       (386)        (288)       (401)       (404)
Commercial real estate                  -           -            -           -           -
Construction and land                   -           -            -           -           -
Residential mortgages                   -       (223)            -           -           -
Home equity                             -           -            -           -           -
Consumer                                -           -            -           -           -
Other                                   -           -            -           -           -
Total loans charged-off             (131)       (609)        (288)       (401)       (404)
Recoveries on loans previously
charged-off:
Commercial and industrial             151           6           50          37          56
Commercial real estate                  -           -            -          44           -
Construction and land                   -           -            -          18           -
Residential mortgages                   -          32            -           -           -
Home equity                             -           -            -           -           -
Consumer                                2           2            -           1           1
Other                                   -           -            -           -           -
Total recoveries                      153          40           50         100          57
Net charge-offs                        22       (569)        (238)       (301)       (347)
Balance at period end           $  23,924    $ 26,123    $  27,506    $ 31,818    $ 31,894

Allowance for credit losses on
unfunded commitments
Balance at beginning of period  $   2,565    $  2,683    $   3,128    $  2,871    $  3,480
Provision for unfunded
commitments                         (185)       (118)        (445)         257       (609)
Balance at period end           $   2,380    $  2,565    $   2,683    $  3,128    $  2,871

Total allowance for credit
losses on loans and unfunded
commitments                     $  26,304    $ 28,688    $  30,189    $ 34,946    $ 34,765

Provision for credit losses
under CECL
Provision for loan losses       $ (2,221)    $  (814)    $ (4,074)    $    225    $    636
Provision for securities

held-to-maturity credit losses          1         (1)            -        

(1)           1
Provision for unfunded
commitments                         (185)       (118)        (445)         257       (609)
Total provision for credit
losses                          $ (2,405)    $  (933)    $ (4,519)    $    481    $     28

Allowance for loan losses on
loans to loans
held-for-investment                  1.05 %      1.15 %       1.20 %      1.41 %      1.46 %
Allowance for credit losses to
loans held-for-investment            1.16 %      1.27 %       1.31 %      1.55 %      1.59 %
Allowance for credit losses to
loans held-for-investment
excluding PPP loans                  1.18 %      1.33 %       1.45 %      1.70 %      1.78 %
Net charge-offs to average
loans (1)                               -        0.10         0.04        0.05        0.06
Non-performing loans as a
percentage of total loans            0.18 %      0.23 %       0.09 %      0.22 %      0.25 %
Non-performing assets as a
percentage of total assets           0.10 %      0.14 %       0.06 %      0.13 %      0.20 %


 (1) Annualized.




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Investment Securities



Investment securities available-for-sale totaled $535.2 million at September 30,
2021 compared to $335.4 million at December 31, 2020. Held-to-maturity
securities, net totaled $237.8 million at September 30, 2021 compared to $200.2
million at December 31, 2020. Available-for-sale securities are reported at
their aggregate fair value, and unrealized gains and losses are included as a
component of other comprehensive income, net of deferred taxes. Held-to-maturity
securities are carried at amortized cost. As of September 30, 2021, investment
securities available-for-sale had a net unrealized loss of $839,000 compared to
a net unrealized gain of $9.0 million as of December 31, 2020. Market changes in
interest rates and credit spreads will result in temporary unrealized gains or
losses as the market price of securities fluctuate. Management evaluated all
available-for-sale securities in an unrealized loss position at September 30,
2021 and December 31, 2020 and concluded no impairment existed at the balance
sheet dates.



Changes in the amount of our investment securities portfolio result primarily
from balance sheet trends including loans, deposit balances, and short-term
borrowings. When inflows arising from the management of deposits and short-term
borrowings exceed loan demand, we invest excess funds in the securities
portfolio or in short-term investments. Conversely, when loan demand exceeds
growth in deposits and short-term borrowings, we allow interest-bearing balances
with other banks to decline and uses proceeds from maturing securities to fund
loan demand. During the first nine months of 2021, we purchased $269.9 million
in securities available-for-sale and $38.0 million in held-to-maturity municipal
securities to invest excess cash from customer deposits.



Details of investment securities at September 30, 2021 and December 31, 2020 are
provided in Table 10.



Table 10 - Securities

(dollars in thousands)




                                            September 30, 2021            December 31, 2020
                                         Carrying                     Amortized
Available-for-Sale Securities              Value       Fair Value        Cost        Fair Value
U.S. states and political divisions      $  74,608    $     76,702    $   78,117    $     81,019
Trust preferred securities                   4,855           4,871         4,835           4,722
Corporate debt securities                   24,006          24,374        19,526          19,821
Residential mortgage-backed
securities                                 406,147         402,302       190,817         194,598
Commercial mortgage-backed securities       26,381          26,909        33,150          35,263
Total available-for-sale                   535,997         535,158       326,445         335,423
Held-to-Maturity Securities
U.S. states and political divisions        237,842         245,929       200,170         214,584
Less: allowance for credit losses on
securities held-to-maturity                     13               -            14               -
Total held-to-maturity                     237,829         245,929       200,156         214,584
Total securities                         $ 773,826    $    781,087    $  526,601    $    550,007

The effective duration of our securities was 6.01 years and 6.09 years at September 30, 2021 and December 31, 2020, respectively.

Goodwill and Other Intangible Assets

Goodwill represents the premium paid for acquired companies above the fair value
of the assets acquired and liabilities assumed, including separately
identifiable intangible assets. We evaluate our goodwill annually as of October
1, or more frequently if necessary, to determine if any impairment exists.
Factors that management considers in this assessment includes macroeconomic
conditions, industry and market considerations, our overall financial
performance and changes in the composition or carrying amount of net assets. We
performed our annual goodwill assessment as of October 1, 2020 and concluded
that our carrying value was not in excess of its fair value. There were no
triggering events requiring an impairment test during the first nine months

of
2021.





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LIQUIDITY AND CAPITAL RESOURCES

Deposits



At September 30, 2021, total deposits were $3.7 billion, an increase of $565.8
million, or 18%, from December 31, 2020. Noninterest-bearing demand deposits
increased $657.9 million, or 64%, during the same period. Time deposits
increased $46.5 million, or 19%, due to growth in the partnership with a fintech
firm that offers CD-secured loans to its customers. Partially offsetting this
increase was a decrease in money market deposits of $99.8 million, or 10%, from
December 31, 2020 to September 30, 2021, and a decrease in interest-bearing
checking deposits of $39.1 million, or 5% from December 31, 2020.

Total average deposits for the quarter ended September 30, 2021, were $3.4
billion, an increase of $941.7 million, or 38%, from the same period in 2020.
For the quarter ended September 30, 2021, compared to the same period in 2020,
average money market deposits increased $115.2 million, or 12%, while average
noninterest-bearing demand deposits increased $520.4 million, or 61%. Average
interest-bearing demand deposits (NOW) increased $166.8 million, or 38%, for the
three months ended September 30, 2021, compared to the same period in 2020. The
increase in average non-interest bearing and average interest-bearing demand
deposits reflects continued growth in relationship driven core deposits. Average
time deposits increased $119.8 million, or 72%, for the three months ended
September 30, 2021 from the same period in 2020 due to the aforementioned growth
in the partnership with a fintech firm that offers CD-secured loans to its
customers.



Table 11 provides additional information regarding deposits during the past five
quarters.



Table 11 - Deposits

(dollars in thousands)




                                                                                                                              Year To         Year Over
                            September 30,        June 30,         March 31,        December 31,        September 30,           Date              Year
Period End Deposits              2021               2021             2021              2020                 2020               Change           Change
Non-interest-bearing
demand deposits            $      1,691,616     $  1,374,018     $  1,280,524     $     1,033,765     $        843,656     $     657,851     $    847,960
NOW                                 721,525          536,677          485,540             760,638              387,858          (39,113)          333,667
Savings                                 800              676              562                 625                  568               175              232
Money market                        930,929        1,026,239        1,142,361           1,030,753              945,834          (99,824)         (14,905)
Time                                287,865          283,656          294,129             241,328              196,343            46,537           91,522
Brokered                             94,586           84,958           74,576              94,399               94,463               187              123
Total deposits             $      3,727,321     $  3,306,224     $  3,277,692     $     3,161,508     $      2,468,722     $     565,813     $  1,258,599

                                                  2021                                            2020                       Q3 2021 vs       Q3 2021 vs
                                Third              Second           First             Fourth               Third              Q2 2020          Q3 2020
Average Deposits               Quarter            Quarter          Quarter            Quarter             Quarter             Change            Change
Non-interest-bearing
demand deposits            $      1,375,114     $  1,295,728     $  1,136,531     $       977,009     $        854,715     $      79,386     $    520,399
NOW                                 607,485          548,358          618,701             558,967              440,734            59,127          166,751
Savings                                 731              593              587                 614                  586               138              145
Money market                      1,057,246        1,088,423        1,042,809           1,026,347              942,062          (31,177)          115,184
Time                                285,808          290,331          273,615             221,792              166,019           (4,523)          119,789
Brokered                             87,498           84,168           84,663              89,673               68,102             3,330           19,396
Total deposits             $      3,413,882     $  3,307,601     $  3,156,906     $     2,874,402     $      2,472,218     $     106,281     $    941,664

Noninterest bearing
deposits as a
percentage of average
deposits                               40.3 %           39.2 %           36.0 %              34.0 %               34.6 %
Cost of
interest-bearing
deposits                               0.15 %           0.17 %           0.19 %              0.25 %               0.28 %
Cost of deposits                       0.08 %           0.10 %           0.12 %              0.16 %               0.19 %




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Short-Term Borrowings

There were no outstanding balances of federal funds purchased at September 30, 2021 and December 31, 2020.


As a member of the FHLB, we have the ability to acquire short and long-term
advances through a blanket agreement secured by our unencumbered qualifying 1-4
family first mortgage loans and by pledging investment securities or individual,
qualified loans, subject to approval of the FHLB. There were no FHLB advances
outstanding at September 30, 2021 and December 31, 2020.

Long-Term Debt



On August 20, 2020, Atlantic Capital issued 5.50% fixed-to-floating rate
subordinated notes (the "Notes") totaling $75 million in aggregate principal
amount and callable at par plus accrued but unpaid interest on or after
September 1, 2025. The Notes are due September 1, 2030 and bear a fixed rate of
interest of 5.50% per year until September 1, 2025. From September 1, 2025 to
the maturity date, the interest rate will be a floating rate equal to the
three-month SOFR plus 536.3 basis points. The Notes were priced at 100% of their
par value and qualify as Tier 2 regulatory capital.

Liquidity Risk Management



Liquidity risk is the risk that an institution will be unable to generate or
obtain sufficient funding, at a reasonable cost, to meet operational cash needs
and to take advantage of revenue producing opportunities as they arise. Other
forms of liquidity risk include market constraints on the ability to convert
assets into cash at expected levels, an inability to access funding sources at
sufficient levels at a reasonable cost, and changes in economic conditions or
exposure to credit, market, operational, legal, and reputation risks that can
affect an institution's liquidity risk profile. Liquidity management involves
maintaining our ability to meet the daily cash flow requirements of our
customers, both depositors and borrowers.

We utilize various measures to monitor and control liquidity risk across three different types of liquidity:

? tactical liquidity measures the risk of a negative cash flow position whereby

cash outflows exceed cash inflows over a short-term horizon;

? structural liquidity measures the amount by which illiquid assets are supported

by long-term funding; and

? contingent liquidity utilizes cash flow stress testing across four crisis


   scenarios to determine the adequacy of our liquidity.




We aim to maintain a diverse mix of existing and potential liquidity sources to
support the liquidity management function. At its core is a reliance on the
customer deposit book, due to the low cost it offers. Other sources of liquidity
include asset-based liquidity in the form of cash and unencumbered securities,
as well as access to wholesale funding from external counterparties, primarily
advances from the FHLB of Atlanta, federal funds lines and other borrowing
facilities. We aim to avoid funding concentrations by diversifying external
secured and unsecured funding with respect to maturities, counterparties and
nature. At September 30, 2021, management believed that we had sufficient
liquidity to meet our funding needs.

At September 30, 2021, we had access to $495.0 million in unsecured borrowings
and $993.3 million in secured borrowings through various sources, including FHLB
advances and access to federal funds. We also have the ability to attract more
deposits by increasing rates.

Shareholders' Equity and Capital Adequacy


Shareholders' equity at September 30, 2021 was $363.9 million, an increase of
$25.3 million, or 7%, from December 31, 2020. Net income of $38.5 million was
offset by a decrease of $10.4 million in accumulated other comprehensive income
and $5.5 million in repurchases of 275,592 shares of common stock during the
first nine months of 2021. Atlantic Capital and the Bank are required to meet
minimum capital requirements imposed by regulatory authorities. Failure to meet
certain capital requirements may result in actions by regulatory agencies that
could have a material impact on our consolidated financial statements.

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Tables 12 and 13 provide additional information regarding regulatory capital
requirements and Atlantic Capital's and the Bank's capital levels. Accumulated
other comprehensive income, which includes unrealized gains and losses on
securities available-for-sale and unrealized gains and losses on derivatives
qualifying as cash flow hedges, is excluded in the calculation of regulatory
capital ratios.



Table 12 - Capital Ratios

(dollars in thousands)




                                                                                                              Regulatory Guidelines
                                                                                                                              Minimum Capital
                              Consolidated                               Bank                                                  Plus Capital
                    September 30,       December 31,       September 30,       December 31,                     Well        Conservation Buffer
                         2021               2020                2021               2020          Minimum     Capitalized            2021
Risk based
ratios:
Common equity
tier 1 capital                 12.2 %             11.9 %              14.6 %             14.2 %       4.5 %          6.5 %                   7.0 %
Tier 1 Capital                 12.2               11.9                14.6               14.2         6.0            8.0                     8.5
Total capital                  15.9               16.1                15.6               15.4         8.0           10.0                    10.5
Leverage ratio                  8.5                8.9                10.2               10.6         4.0            5.0                     N/A

Common equity
tier 1 capital     $        328,258    $       292,890    $        394,045    $       349,779
Tier 1 capital              328,258            292,890             394,045            349,779
Total capital               428,598            397,719             420,361            380,725

Risk weighted
assets                    2,694,397          2,470,185           2,694,095          2,471,702
Quarterly
average total
assets for
leverage ratio            3,861,474          3,297,529           3,857,877          3,288,402



As of September 30, 2021, Atlantic Capital and the Bank remained "well-capitalized" under regulatory guidelines. For more information see "Item 1. Business-Supervision and Regulation-Capital Adequacy" in our 2020 Annual Report on Form 10-K.

Off-Balance Sheet Arrangements


We make contractual commitments to extend credit and issue standby letters of
credit in the ordinary course of our business activities. These commitments are
legally binding agreements to lend money to customers at predetermined interest
rates for a specified period of time. In addition to commitments to extend
credit, we also issue standby letters of credit, which are assurances to a third
party that it will not suffer a loss if the customer fails to meet a contractual
obligation to the third party. As of September 30, 2021, we had issued
commitments to extend credit of approximately $850.0 million and standby letters
of credit of approximately $21.7 million through various types of commercial
lending arrangements.

Based on historical experience, many of the commitments and letters of credit
will expire unfunded, although customers may draw down on loans or lines of
credit to fund business operations as a result of the COVID-19 pandemic at
higher levels than we have previously experienced. Through our various sources
of liquidity, we believe we will be able to fund these obligations as they
arise. We evaluate each customer's credit worthiness on a case-by-case basis.
The amount of collateral obtained, if deemed necessary upon extension of credit,
is based on our credit evaluation of the borrower. Collateral varies but may
include accounts receivable, inventory, property, plant and equipment, and
commercial and residential real estate.

Contractual Obligations

There have been no significant changes in our contractual obligations as of September 30, 2021 compared to December 31, 2020.



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RISK MANAGEMENT

Effective risk management is critical to our success. The Dodd-Frank Act
requires that bank holding companies with total assets in excess of $10 billion
establish an enterprise-wide risk committee consisting of members of its board
of directors. Although we do not have total assets in excess of $10 billion, the
Audit Committee and the Audit and Risk Committee of the Bank's board of
directors provide oversight of enterprise-wide risk management activities. These
committees review our activities in identifying, measuring, and mitigating
existing and emerging risks (including credit, liquidity, interest-rate,
compliance, market, operational, strategic, financial and reputational risks.)
These committees monitor management's execution of risk management practices in
accordance with the board of directors' risk appetite, review supervisory
examination reports together with management's response to such examinations and
discuss legal matters that may have a material impact on the financial
statements or our compliance policies. With guidance from and oversight by the
Audit Committee and the Bank's Audit and Risk Committee, management continually
refines and enhances its risk management policies and procedures to maintain
effective risk management programs and processes.

Credit Risk



Credit risk is the risk of not collecting payments pursuant to the contractual
terms of loans, leases, investment securities and derivative instruments. Our
independent loan review function conducts risk reviews and analyses of loans to
help assure compliance with credit policies and to monitor asset quality trends.
The risk reviews include portfolio analysis by industry, collateral type and
product. We strive to identify potential problem loans as early as possible, to
record charge-offs or write-downs as appropriate and to maintain adequate
allowances for loan losses that are inherent in the loan portfolio.

Liquidity Risk



Liquidity risk is the risk that we will be unable to meet our obligations as
they come due because of an inability to liquidate assets or obtain adequate
funding or that we cannot easily unwind or offset specific exposures without
significantly lowering market prices because of inadequate market depth or
market disruptions. Consequently, we closely monitor our cash position,
on-balance sheet liquidity and availability of outside funding sources to ensure
these are adequate to ensure we can meet all our obligations and regulatory
expectations.

Interest Rate Risk


Interest rate risk results principally from assets and liabilities maturing or
repricing at different points in time, from assets and liabilities repricing at
the same point in time but in different amounts and from short-term and
long-term interest rates changing in different magnitudes. Market interest rates
also have an impact on the interest rate and repricing characteristics of loans
that are originated as well as the rate characteristics of interest-bearing
liabilities.

We assess interest rate risk by forecasting net interest income under various
interest rate scenarios and comparing those results to forecasted net interest
income assuming stable rates. With rates rising, the estimated increase in net
interest income is primarily due to the short-term repricing characteristics of
the loan portfolio, combined with a favorable funding mix. Our loan portfolio
consists of approximately half floating rate loans and half fixed rate loans.
Our core client deposits are likely to allow us to lag short term interbank rate
indices when pricing deposits. Transaction accounts comprise a significant
amount of our total deposits. See Table 13 for an analysis of the impact on net
interest income resulting from various interest rate shock scenarios as of
September 30, 2021 and December 31, 2020 and Table 14 for our MVE profile as of
September 30, 2021 and December 31, 2020.

Compliance Risk



Compliance risk is the risk to current or anticipated earnings or capital
arising from violations of laws, rules or regulations, or from non-conformity
with prescribed practices, internal policies and procedures or ethical
standards. This risk exposes us to fines, civil monetary penalties, payment of
damages and the voiding of contracts. Compliance risk can result in diminished
reputation, reduced enterprise value, limited business opportunities and
decreased expansion potential.

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A unit within our Enterprise Risk Management division executes an annual
compliance monitoring schedule that is risk-based. Our Internal Audit unit also
conducts reviews that include compliance. Results of these monitoring and
Internal Audit activities are reported to management as well as the Board of
Directors. Any issues encountered are tracked to adequate solution and
reported. Compliance and other risk management is integrated within our business
units as a first line of defense, with compliance monitoring being a second line
and Internal Audit being a third line of defense. Our operations are also
reviewed by an external accounting firm and are subject to examination by
federal banking agencies.

Market Risk



Market risk reflects the risk of economic loss resulting from adverse changes in
market price and interest rates. This risk of loss can be reflected in
diminished current market values and/or reduced potential net interest income in
future periods. Our market risk arises primarily from interest rate risk
inherent in our lending and deposit-taking activities. The structure of our loan
and deposit portfolios is such that a significant decline in interest rates may
adversely impact net market values and net interest income. We do not maintain a
trading account nor are we subject to currency exchange risk or commodity price
risk.

Operational Risk



Operational risk is the risk to current or anticipated earnings or capital
arising from inadequate or failed internal processes, people and systems or from
external events. It includes legal risk, which is the risk of loss arising from
defective transactions, litigation or claims made, or the failure to adequately
protect company-owned assets. An operational loss occurs when an event results
in a loss or reserve originating from operational risk.



We have developed and employ measures that guide business functions in
identifying, measuring, responding to, monitoring and reporting on possible
operational losses to the organization. This drives internal risk conversations
and enables us to clearly and transparently communicate to external stakeholders
the level of potential operational risk we face, both presently and in the
future, and our position on managing it to acceptable levels.



Strategic and Reputation Risk





Strategic risk is the risk of financial loss, diminished stakeholder confidence,
or negative impact to human capital resulting from ineffective strategy setting
and execution, adverse business decisions, or lack of responsiveness to changes
in the banking industry and operating environment. We are committed to
fulfilling our overall strategic objectives by selecting business strategies and
operating businesses in a manner consistent with achieving
profitability/earnings growth and maintaining strong confidence and trust with
our key stakeholders.



Reputation risk is the risk to current or anticipated earnings, capital,
enterprise value, our brand, and public confidence arising from negative
publicity or public opinion, whether real or perceived, regarding our business
practices, products, services, transactions, or other activities undertaken by
us, our representatives, or our partners. A negative reputation may impair our
relationships with clients, associates, communities or shareholders, and it is
often a residual risk that arises when other risks are not managed properly.

We produce and regularly update a strategic plan as a guide to our
operations. That plan is presented to and approved by the Board of
Directors. Management also produces annual financial plans that are consistent
with our strategic objectives. Financial results versus plan are presented to
and discussed with the Board of Directors regularly.

Customer complaints and legal actions taken against us can be valuable
indicators of reputation risk. We track and monitor customer complaints through
their resolution and make regular reports to the Board of Directors. We also
track legal actions in process against us and report their status regularly to
the Board of Directors. Our management of compliance risk, as outlined in the
Compliance Risk section above, is also valuable to managing reputation risk.



Table 13 provides the impact on net interest income resulting from various interest rate shock scenarios as of September 30, 2021 and December 31, 2020.



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Table 13 - Net Interest Income Sensitivity Simulation Analysis






                                          Estimated change in net interest income
Change in interest rate (basis point)    September 30, 2021      December 31, 2020
                ­200                                 (12.59) %              (8.85) %
                ­100                                  (9.10)                (6.49)
                +100                                   18.20                 15.26
                +200                                   35.20                 30.82
                +300                                   53.98                 46.24




We also utilize the MVE as a tool in measuring and managing interest rate risk.
Long-term interest rate risk exposure is measured using MVE sensitivity analysis
to study the impact on long-term cash flows on capital. Table 14 presents the
MVE profile as of September 30, 2021 and December 31, 2020.



Table 14 - Market Value of Equity Modeling Analysis






                                                Estimated % change in MVE
Change in interest rate (basis point)    September 30, 2021    December 31, 2020
                ­200                                  11.22 %             (3.03) %
                ­100                                   8.65               (3.58)
                +100                                 (0.11)                 5.89
                +200                                 (0.30)                10.77
                +300                                 (0.59)                12.65



We may utilize interest rate swaps, floors, collars, or other derivative financial instruments in an attempt to manage our overall sensitivity to changes in interest rates.





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