The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our condensed consolidated
financial statements and related notes appearing elsewhere in this report. This
discussion and analysis includes certain forward-looking statements that involve
risks, uncertainties, and assumptions. You should review the "Risk Factors"
sections of this report, our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2020 and our Annual Report on Form 10-K for the year ended
December 31, 2019 for a discussion of important factors that could cause actual
results to differ materially from the results described in or implied by such
forward-looking statements. See also "Cautionary Note Regarding Forward-Looking
Statements" at the beginning of this report.

Overview

First Internet Bancorp ("we," "our," "us," or the "Company") is a bank
holding company that conducts its primary business activities through its wholly
owned subsidiary, First Internet Bank of Indiana, an Indiana chartered bank (the
"Bank"). The Bank was the first state-chartered, Federal Deposit Insurance
Corporation ("FDIC") insured Internet bank and commenced banking operations in
1999. The Company was incorporated under the laws of the State of Indiana on
September 15, 2005. On March 21, 2006, we consummated a plan of exchange by
which we acquired all of the outstanding shares of the Bank.

    The Bank has three wholly owned subsidiaries. First Internet Public Finance
Corp. provides a range of public and municipal finance lending and leasing
products to governmental entities throughout the United States and acquires
securities issued by state and local governments and other municipalities. JKH
Realty Services, LLC, manages other real estate owned ("OREO") properties as
needed. SPF15, Inc. is a real estate holding company.

We offer a wide range of commercial, small business, consumer and municipal
banking products and services. We conduct our consumer and small business
deposit operations primarily through online channels on a nationwide basis and
have no traditional branch offices. Our residential mortgage products are
offered nationwide primarily through an online direct-to-consumer platform and
are supplemented with Central Indiana-based mortgage and construction lending.
Our consumer
                                       40
--------------------------------------------------------------------------------

lending products are primarily originated on a nationwide basis over the Internet, as well as through relationships with dealerships and financing partners.



Our commercial banking products and services are delivered through a
relationship banking model and include commercial real estate ("CRE") banking,
commercial and industrial ("C&I") banking, public finance, healthcare finance,
small business lending and commercial deposits and treasury management. Through
our CRE team, we offer single tenant lease financing on a nationwide basis in
addition to traditional investor CRE and construction loans primarily within
Central Indiana and adjacent markets. To meet the needs of commercial borrowers
and depositors located primarily in Central Indiana, Phoenix, Arizona and
adjacent markets, our C&I banking team provides credit solutions such as lines
of credit, term loans, owner-occupied CRE loans and corporate credit cards. Our
public finance team provides a range of public and municipal lending and leasing
products to government entities on a nationwide basis. Our healthcare finance
team was established in conjunction with our strategic partnership with
Lendeavor, Inc., a San Francisco-based technology-enabled lender to healthcare
practices, and provides lending for healthcare practice finance or acquisition,
acquisition or refinancing of owner-occupied CRE and equipment purchases. This
portfolio segment is generally concentrated in the Western and Southwestern
regions of the United States with plans to continue expanding nationwide. Our
commercial deposits and treasury management team works with the other commercial
teams to provide deposit products and treasury management services to our
commercial and municipal lending customers as well as pursues commercial deposit
opportunities in business segments where we have no credit relationships.

    In 2018, we identified small business as an area for potential growth in
loans, revenue and deposits. We believe that we can differentiate ourselves from
larger financial institutions through providing a full suite of services to
emerging small businesses and entrepreneurs. We have been focused on adding
experienced personnel to build out our capabilities in small business lending
and U.S. government guaranteed lending programs, including loans originated
under the Small Business Administration ("SBA") guidelines. To accelerate our
efforts in this area, on November 1, 2019 we acquired a loan portfolio, a
servicing portfolio and a team of experienced SBA professionals from First
Colorado National Bank. During 2020, we have continued to hire additional small
business sales, credit and operations personnel and plan to continue our efforts
in onboarding talent as we build out our nationwide small business platform.

COVID-19 Pandemic



    The coronavirus pandemic ("COVID-19") continues to pose health and economic
challenges globally. In response, federal, state and local governments have
passed laws and enacted policy changes intended to provide relief to affected
businesses and individuals and to stimulate national and local economies. While
the effect of COVID-19, including the responses from governmental agencies, did
have an impact on our operating results as of June 30, 2020, we believe the
impact was consistent with the effect of COVID-19 on the overall banking
industry and was minimal on our operations. However, a prolonged outbreak could
have an adverse effect on our financial condition and results of operations in
future periods. The ultimate impact of COVID-19 on our business remains
uncertain as we cannot predict with confidence when the economies in which we
operate will return to conditions existing prior to COVID-19. As a result of
continued measures to either contain or reduce the impact of COVID-19, we may
experience issues that negatively impact our business, such as a decline in the
liquidity of our borrowers or volatility in interest rates.

    Throughout the COVID-19 pandemic, our top priority has been the health of
our team and clients. A significant number of our employees are still working
remotely, and for those that continue to come into the office we have
implemented social distancing policies and increased cleaning frequency and
protocols at all Company locations.

    As a digitally-focused institution without branch locations, we were able to
continue serving clients when they needed us most, while minimizing operational
disruptions caused by COVID-19. Beginning in the first quarter 2020, we offered
loan payment deferral programs for clients affected by COVID-19. Loan balances
on payment deferral programs peaked in late May 2020. As certain parts of the
economy re-opened during the second quarter 2020, loan balances under deferral
agreements have been reduced significantly from the peak and all borrowers
coming off deferrals have resumed normal payment schedules. As a preferred SBA
lender, we also assisted clients by participating in the Paycheck Protection
Program ("PPP"). Despite the challenging environment, we have continued to
prudently extend credit to both commercial and consumer clients.

                                       41
--------------------------------------------------------------------------------

U.S. Small Business Administration Paycheck Protection Program



Section 1102 of the CARES Act created the PPP, which is jointly administered by
the SBA and the Department of the Treasury. The PPP is designed to provide a
direct incentive to small businesses to retain employees on their payroll during
COVID-19 as well as to help cover certain utility costs and rent payments. Loans
originated under the PPP bear an interest rate of 1.00% and do not require
payments for the first six months. Originally, all PPP Loans carried a two-year
term, however Congressional amendments to the CARES Act changed the maturity of
loans approved after June 5, 2020 to a five-year term. These loans may be
forgiven if the loan proceeds were used for payroll costs and other qualifying
business expenses as long as a minimum of 60% of the forgiven amount was used to
maintain payroll costs. The federal government approved an initial appropriation
of $349.0 billion for PPP loans and when that was depleted, approved an
additional $310.0 billion. As a preferred SBA lender, we assisted our clients in
participating in both rounds of the PPP. Through June 30, 2020, we approved and
funded 449 PPP loans totaling $58.9 million to help small businesses maintain
their workforces in an uncertain and challenging environment. All of the loans
the Company originated have two-year maturities as they were originated prior to
June 5, 2020.

                                       42
--------------------------------------------------------------------------------

Results of Operations



The following table presents a summary of the Company's financial performance
for the last five completed fiscal quarters and the six months ended June 30,
2020 and 2019.
                                                                                                 Three Months Ended                                                                                                                                                     Six Months Ended
(dollars in thousands except for                      June 30,                     March 31,                    December 31,                     September 30,                     June 30,                     June 30,                     June 30,
per share data)                                         2020                         2020                           2019                             2019                            2019                         2020                         2019
Income Statement Summary:
Net interest income                 $      14,426                $      15,018                $      15,374                   $      15,244                      $      16,105                $      29,444                $      32,349
Provision for loan losses                   2,491                        1,461                          468                           2,824                              1,389                        3,952                        2,674
Noninterest income                          4,973                        6,211                        5,405                           5,558                              3,454                       11,184                        5,826
Noninterest expense                        13,244                       13,486                       12,613                          11,203                             11,709                       26,730                       22,818
Income tax (benefit) provision               (268)                         263                          602                             449                                340                           (5)                         866
Net income                          $       3,932                $       6,019                $       7,096                   $       6,326                      $       6,121                $       9,951                $      11,817
Per Share Data:
Earnings per share - basic          $        0.40                $        0.62                $        0.72                   $        0.63                      $        0.60                $        1.02                $        1.16
Earnings per share - diluted        $        0.40                $        0.62                $        0.72                   $        0.63                      $        0.60                $        1.02                $      

1.16


Dividends declared per share        $        0.06                $        0.06                $        0.06                   $        0.06                      $        0.06                $        0.12                $      

0.12


Book value per common share         $       31.40                $       31.13                $       31.30                   $       30.30                      $       29.56                $       31.40                $     

29.56


Tangible book value per common
share 1                             $       30.92                $       30.65                $       30.82                   $       29.82                      $       29.10                $       30.92                $       29.10
Common shares outstanding               9,799,047                    9,801,825                    9,741,800                       9,741,800                         10,016,458                    9,799,047                  

10,016,458


Average common shares outstanding:
Basic                                   9,768,227                    9,721,485                    9,825,784                       9,979,603                         10,148,285                    9,798,528                   10,182,770
Diluted                                 9,768,227                    9,750,528                    9,843,829                       9,980,612                         10,148,285                    9,802,427                   10,186,833
Dividend payout ratio 2                     15.00  %                      9.68  %                      8.33  %                         9.52  %                           10.00  %                     11.76  %                     10.34  %
Performance Ratios:
Return on average assets                     0.37  %                      0.59  %                      0.69  %                         0.63  %                            0.65  %                      0.47  %                      0.64  %
Return on average shareholders'
equity                                       5.15  %                      7.78  %                      9.46  %                         8.40  %                            8.26  %                      6.48  %                      8.09  %
Return on average tangible common
equity 1                                     5.23  %                      7.90  %                      9.61  %                         8.53  %                            8.39  %                      6.58  %                      8.22  %
Net interest margin                          1.37  %                      1.50  %                      1.51  %                         1.54  %                            1.73  %                      1.43  %                      1.79  %
Net interest margin - FTE 1,3                1.50  %                      1.65  %                      1.67  %                         1.70  %                            1.91  %                      1.58  %                      1.97  %
Noninterest expense to average
assets                                       1.22  %                      1.32  %                      1.22  %                         1.11  %                            1.23  %                      0.94  %                      1.55  %
Capital Ratios:
Total shareholders' equity to
assets                                       7.12  %                      7.32  %                      7.44  %                         7.21  %                            7.48  %                      7.12  %                      7.48  %
Tangible common equity to tangible
assets ratio 1                               7.01  %                      7.22  %                      7.33  %                         7.10  %                            7.37  %                      7.01  %                      7.37  %
Tier 1 leverage ratio                        7.49  %                      7.82  %                      7.64  %                         7.66  %                            8.06  %                      7.49  %                      8.06  %
Common equity tier 1 capital ratio          10.94  %                     10.76  %                     10.84  %                        10.93  %                           11.08  %                     10.94  %                     11.08  %
Tier 1 capital ratio                        10.94  %                     10.76  %                     10.84  %                        10.93  %                           11.08  %                     10.94  %                     11.08  %
Total risk-based capital ratio              14.13  %                     13.87  %                     13.99  %                        14.17  %                           14.31  %                     14.13  %                     14.31  %



1 This information represents a non-GAAP financial measure. See "Reconciliation
of Non-GAAP Financial Measures" for a reconciliation of this measure to its most
directly comparable GAAP measure.
2 Dividends per share divided by diluted earnings per share.
3 On a fully-taxable equivalent ("FTE") basis assuming a 21% tax rate. Net
interest income is adjusted to reflect income from assets such as municipal
loans and securities that are exempt from Federal income taxes.   This is to
recognize the income tax savings that facilitates a comparison between taxable
and tax-exempt assets. The Company believes that it is a standard practice in
the banking industry to present net interest margin and net interest income on a
fully-taxable equivalent basis, as these measures provide useful information to
make peer comparisons.

                                       43
--------------------------------------------------------------------------------

During the second quarter 2020, net income was $3.9 million, or $0.40 per
diluted share, compared to the second quarter 2019 net income of $6.1 million,
or $0.60 per diluted share, representing a decrease in net income of $2.2
million, or 35.8%. During the six months ended June 30, 2020, net income was
$10.0 million, or $1.02 per diluted share, compared to the six months ended
June 30, 2019 net income of $11.8 million, or $1.16 per diluted share, resulting
in a decrease in net income of $1.9 million, or 15.8%.

The $2.2 million decrease in net income in the second quarter 2020 compared to
the second quarter 2019 was due primarily to a decrease of $1.7 million, or
10.4%, in net interest income, a $1.5 million, or 13.1%, increase in noninterest
expense and a $1.1 million, or 79.3%, increase in provision for loan losses,
partially offset by a $1.5 million, or 44.0%, increase in noninterest income and
a decrease of $0.6 million, or 178.8%, in income tax expense.

The $1.9 million decrease in net income in the six months ended June 30, 2020
compared to the six months ended June 30, 2019 was due primarily to a $3.9
million, or 17.1%, increase in noninterest expense, a $2.9 million, or 9.0%,
decrease in net interest income and a $1.3 million, or 47.8% increase in
provision for loan losses, partially offset by a $5.4 million, or 92.0%,
increase in noninterest income and a $0.9 million, or 100.6%, decrease in income
tax expense.

During the second quarter 2020, return on average assets ("ROAA") and return on
average shareholders' equity ("ROAE") were 0.37% and 5.15%, respectively,
compared to 0.65% and 8.26%, respectively, for the second quarter 2019. During
the six months ended June 30, 2020, ROAA and ROAE were 0.47% and 6.48%,
respectively, compared to 0.64% and 8.09%, respectively, for the six months
ended June 30, 2019. The decrease in ROAA for both the three and six months
ended June 30, 2020 compared to the three and six months ended June 30, 2019 was
due primarily to the combination of lower net income and the Company's growth in
average assets. The decrease in ROAE during the three and six months ended June
30, 2020 compared to the three and six months ended June 30, 2019 was mainly the
result of the combination of lower net income and the Company's growth in
average shareholders' equity. The increase in average shareholder's equity was
due mainly to an increase in the average balance of retained earnings, but
partially offset by an increase in the average balance of accumulated other
comprehensive loss.

                                       44
--------------------------------------------------------------------------------

Consolidated Average Balance Sheets and Net Interest Income Analyses



For the periods presented, the following tables provide the average balances of
interest-earning assets and interest-bearing liabilities and the related yields
and cost of funds. The tables do not reflect any effect of income taxes except
for net interest margin - FTE, as discussed below. Balances are based on the
average of daily balances. Nonaccrual loans are included in average loan
balances.
(dollars in thousands)                                                                                                              Three Months Ended
                                                                   June 30, 2020                                                                                                   March 31, 2020                                                                June 30, 2019
                                                                      Interest                                                            Interest                                                            Interest
                                            Average Balance          /Dividends           Yield /Cost           Average Balance          /Dividends           Yield /Cost           Average Balance          /Dividends           Yield /Cost
Assets
Interest-earning assets
Loans, including
loans held-for-sale                        $     2,989,772          $   29,730                   4.00  %       $     2,977,994          $   30,408                   4.11  %       $     2,916,076          $   30,842                   4.24  %
Securities - taxable                               560,947               3,276                   2.35  %               531,046               3,619                   2.74  %               460,816               3,540                   3.08  %
Securities - non-taxable                            96,675                 457                   1.90  %                99,833                 572                   2.30  %                97,536                 668                   2.75  %
Other earning assets                               594,296                 759                   0.51  %               415,927               1,645                   1.59  %               248,996               1,794                   2.89  %
Total interest-earning assets                    4,241,690              34,222                   3.24  %             4,024,800              36,244                   3.62  %             3,723,424              36,844          

3.97 %



Allowance for loan losses                          (23,388)                                                            (22,059)                                                            (19,275)
Noninterest-earning assets                         111,872                                                              97,191                                                             100,872
Total assets                               $     4,330,174                                                     $     4,099,932                                                     $     3,805,021

Liabilities
Interest-bearing liabilities
Interest-bearing demand deposits           $       137,487          $      237                   0.69  %       $       122,925          $      219                   0.72  %       $       117,665          $      214                   0.73  %
Regular savings accounts                            37,204                  92                   0.99  %                30,345                  78                   1.03  %                37,507                 106                   1.13  %
Money market accounts                            1,089,063               3,541                   1.31  %               866,605               3,743                   1.74  %               592,106               2,995                   2.03  %
Certificates and brokered deposits               2,006,966              11,893                   2.38  %             2,069,170              13,168                   2.56  %             2,131,729              13,832                   2.60  %
Total interest-bearing deposits                  3,270,720              15,763                   1.94  %             3,089,045              17,208                   2.24  %             2,879,007              17,147                   2.39  %
Other borrowed funds                               584,543               4,033                   2.77  %               584,465               4,018                   2.76  %               548,932               3,592                   2.62  %
Total interest-bearing liabilities               3,855,263              19,796                   2.07  %             3,673,510              21,226                   2.32  %             3,427,939              20,739                   2.43  %
Noninterest-bearing deposits                        73,758                                                              60,456                                                              42,566
Other noninterest-bearing
liabilities                                         94,285                                                              54,961                                                              37,368
Total liabilities                                4,023,306                                                           3,788,927                                                           3,507,873

Shareholders' equity                               306,868                                                             311,005                                                             297,148
Total liabilities and shareholders'
equity                                     $     4,330,174                                                     $     4,099,932                                                     $     3,805,021

Net interest income                                                 $   14,426                                                          $   15,018                                                          $   16,105

Interest rate spread 1                                                                  1.17%                                                               1.30%                                                                        1.54  %
Net interest margin 2                                                                   1.37%                                                               1.50%                                                                        1.73  %
Net interest margin - FTE 3                                                             1.50%                                                               1.65%                                                                        1.91  %


1 Yield on total interest-earning assets minus cost of total interest-bearing
liabilities.
2 Net interest income divided by total average interest-earning assets
(annualized).
3 On an FTE basis assuming a 21% tax rate. Net interest income is adjusted to
reflect income from assets such as municipal loans and securities that are
exempt from Federal income taxes.   This is to recognize the income tax savings
that facilitates a comparison between taxable and tax-exempt assets. The Company
believes that it is a standard practice in the banking industry to present net
interest margin and net interest income on a fully-taxable equivalent basis, as
these measures provide useful information to make peer comparisons. Net interest
margin - FTE represents a non-GAAP financial measure. See "Reconciliation of
Non-GAAP Financial Measures" for a reconciliation of this measure to its most
directly comparable GAAP measure.






                                       45

--------------------------------------------------------------------------------

(dollars in thousands)                                                                          Six Months Ended
                                                                  June 30, 2020                                                                                 June 30, 2019
                                                                     Interest                                                            Interest
                                           Average Balance          /Dividends           Yield /Cost           Average Balance          /Dividends         Yield /Cost
Assets
Interest-earning assets
Loans, including loans
held-for-sale                             $     2,983,883          $   60,138                   4.05  %       $     2,845,854          $   60,060              4.26  %
Securities - taxable                              545,997               6,895                   2.54  %               445,006               6,864              3.11  %
Securities - non-taxable                           98,254               1,029                   2.11  %                95,899               1,352              2.84  %
Other earning assets                              505,111               2,404                   0.96  %               247,871               3,567              2.90  %
Total interest-earning assets                   4,133,245              70,466                   3.43  %             3,634,630              71,843              3.99  %

Allowance for loan losses                         (22,724)                                                            (18,755)
Noninterest-earning assets                        104,532                                                             100,880
Total assets                              $     4,215,053                                                     $     3,716,755

Liabilities
Interest-bearing liabilities
Interest-bearing demand deposits          $       130,206          $      456                   0.70  %       $       113,582          $      427              0.76  %
Regular savings accounts                           33,774                 170                   1.01  %                38,177                 213              1.13  %
Money market accounts                             977,834               7,284                   1.50  %               577,686               5,747              2.01  %
Certificates and brokered deposits              2,038,068              25,061                   2.47  %             2,074,812              26,146              2.54  %
Total interest-bearing deposits                 3,179,882              32,971                   2.09  %             2,804,257              32,533              2.34  %
Other borrowed funds                              584,504               8,051                   2.77  %               544,841               6,961              2.58  %
Total interest-bearing liabilities              3,764,386              41,022                   2.19  %             3,349,098              39,494              2.38  %
Noninterest-bearing deposits                       67,107                                                              42,558
Other noninterest-bearing
liabilities                                        74,623                                                              30,569
Total liabilities                               3,906,116                                                           3,422,225

Shareholders' equity                              308,937                                                             294,530
Total liabilities and shareholders'
equity                                    $     4,215,053                                                     $     3,716,755

Net interest income                                                $   29,444                                                          $   32,349

Interest rate spread 1                                                                          1.24  %                                                        1.61  %
Net interest margin 2                                                                           1.43  %                                                        1.79  %
Net interest margin - FTE 3                                                                     1.58  %                                                        1.97  %


1 Yield on total interest-earning assets minus cost of total interest-bearing
liabilities.
2 Net interest income divided by total average interest-earning assets
(annualized).
3 On an FTE basis assuming a 21% tax rate. Net interest income is adjusted to
reflect income from assets such as municipal loans and securities that are
exempt from Federal income taxes.   This is to recognize the income tax savings
that facilitates a comparison between taxable and tax-exempt assets. The Company
believes that it is a standard practice in the banking industry to present net
interest margin and net interest income on a fully-taxable equivalent basis, as
these measures provide useful information to make peer comparisons. Net interest
margin - FTE represents a non-GAAP financial measure. See "Reconciliation of
Non-GAAP Financial Measures" for a reconciliation of this measure to its most
directly comparable GAAP measure.













                                       46

--------------------------------------------------------------------------------

Rate/Volume Analysis



The following table illustrates the impact of changes in the volume of
interest-earning assets and interest-bearing liabilities and interest rates on
net interest income for the periods indicated. The change in interest not due
solely to volume or rate has been allocated in proportion to the absolute dollar
amounts of the change in each.
                                                   Three Months Ended June 30, 2020 vs. March 31,                                           Three Months Ended June 30, 2020 vs. June 30, 2019
(dollars in thousands)                                         2020 Due to Changes in                                                                       Due to Changes in                                                     

Six Months Ended June 30, 2020 vs. June 30, 2019 Due to Changes in


                                                     Volume              Rate              Net             Volume            Rate                 Net               Volume            Rate               Net
Interest income
Loans, including loans held-for-sale              $    756            $ (1,434)         $  (678)         $ 3,978          $ (5,090)         $   (1,112)           $ 5,966          $ (5,888)         $     78
Securities - taxable                                 1,077              (1,420)            (343)           3,092            (3,356)               (264)             2,824            (2,793)               31
Securities - non-taxable                               (18)                (97)            (115)              (6)             (205)               (211)                94              (417)             (323)
Other earning assets                                 3,134              (4,020)            (886)           6,787            (7,822)             (1,035)             5,141            (6,304)           (1,163)
Total                                                4,949              (6,971)          (2,022)          13,851           (16,473)             (2,622)            14,025           (15,402)           (1,377)

Interest expense
Interest-bearing deposits                            5,215              (6,660)          (1,445)          10,289           (11,673)             (1,384)             8,044            (7,606)              438
Other borrowed funds                                     -                  14               14              234               207                 441                542               548             1,090
Total                                                5,215              (6,646)          (1,431)          10,523           (11,466)               (943)             8,586            (7,058)            1,528

Increase (decrease) in net interest income        $   (266)           $   (325)         $  (591)         $ 3,328          $ (5,007)         $   (1,679)           $ 5,439          $ (8,344)         $ (2,905)



Net interest income for the second quarter 2020 was $14.4 million, a decrease of
$1.7 million, or 10.4%, compared to $16.1 million for the second quarter 2019.
The decrease in net interest income was primarily the result of a $2.6 million,
or 7.1%, decrease in total interest income to $34.2 million for the second
quarter 2020 from $36.8 million for the second quarter 2019. The decrease in
total interest income was partially offset by a $0.9 million, or 4.5%, decrease
in total interest expense to$19.8 million for the second quarter 2020 from $20.7
million for the second quarter 2019.

Net interest income for the six months ended June 30, 2020 was $29.4 million, a
decrease of $2.9 million, or 9.0%, compared to $32.3 million for the six months
ended June 30, 2019. The decrease in net interest income was the result of a
$1.5 million, or 3.9%, increase in total interest expense to $41.0 million for
the six months ended June 30, 2020 from $39.5 million for the six months ended
June 30, 2019 and a $1.4 million, or 1.9%, decrease in total interest income to
$70.5 million for the six months ended June 30, 2020 from $71.8 million for the
six months ended June 30, 2019.

The decrease in total interest income for the second quarter 2020 compared to
the second quarter 2019 was due to decreases in interest earned on loans,
including loans held-for-sale, other earning assets and securities. Interest
income earned on loans decreased $1.1 million, or 3.6%, due primarily to a
decline of 24 basis points ("bps") in the yield earned on average loan balances,
partially offset by an increase of $73.7 million, or 2.5%, in average loan
balances. Interest income earned on other earning assets declined $1.0 million,
or 57.7%, due mainly to a 238 bp decline in the yield earned on these assets,
partially offset by an increase of $345.3 million, or 138.7%, in the average
balance of other earning assets. The increase in other earning assets was due to
higher cash balances driven by growth in the average balance of deposits.
Additionally, interest income earned on securities decreased $0.5 million, or
11.3%, due to a decline of 74 bps in the yield earned on securities, partially
offset by an increase of $99.3 million, or 17.8%, in the average balance of
securities.

The decrease in total interest income for the six months ended June 30, 2020
compared to the six months ended June 30, 2019 was due to decreases in interest
income earned on other earning assets and securities. Interest income earned on
other earning assets decreased $1.2 million, or 32.6%, due to a decline of 194
bps in the yield earned on these assets, partially offset by an increase of
$257.2 million, or 103.8%, in the average balance of other earning assets. The
increase in other earning assets was due to higher cash balances driven by
growth in the average balance of deposits. Interest income earned on securities
decreased $0.3 million, or 3.6%, due to a decline of 59 bps in the yield earned
on securities, partially offset by an increase of $103.3 million, or 19.1%, in
the average balance of securities. Interest income earned on loans, including
loans held-for-sale, increased slightly as an increase of $138.0 million, or
4.9%, in the average balance of loans was partially offset by a decline of 21
bps in the yield earned on loans.

Overall, the yield on interest-earning assets for the second quarter 2020 declined 73 bps to 3.24% from 3.97% for the second quarter 2019. Additionally, the yield on interest-earning assets for the six months ended June 30, 2020 declined 56 bps


                                       47
--------------------------------------------------------------------------------

to 3.43% from 3.99% for the six months ended June 30, 2019. The declines in the
yields earned on interest-earning assets were due to the continued decrease in
market interest rates from the year-ago periods. Interest rates began declining
during 2019 and have declined significantly in 2020 following Federal Reserve
interest rate cuts in March 2020 in response to the economic effects of
COVID-19. The decline in interest rates negatively impacted the yields earned on
variable rate loans, including fixed rate loans that have been effectively
converted to variable rate loans through the use of interest rate swap
agreements, and new loan originations as well as variable rate securities and
cash balances, which were elevated throughout both the second quarter 2020 and
the six months ended June 30, 2020 as discussed above.

The decrease in total interest expense for the second quarter 2020 compared to
the second quarter 2019 was due to a decrease in interest expense related to
certificates and brokered deposits, partially offset by increases in expense
related to money market accounts and other borrowed funds. Interest expense on
certificates and brokered deposits decreased $1.9 million, or 14.2%, due to a
decline of 22 bps in the cost of these deposits as well as a $124.8 million, or
5.9%, decrease in the average balance of these deposits. The decrease in
certificates and brokered deposit balances was driven by the Company's pricing
strategy to reduce the level of these higher cost deposits. The increase in
expense related to money market accounts of $0.5 million, or 18.2%, was driven
by an increase of $497.0 million, or 83.9%, in the average balance of these
deposits, partially offset by a decline of 72 bps in the cost of these deposits.
Money market balances have increased throughout 2020 as consumers, small
businesses and commercial clients have increased cash balances due to the
economic uncertainty resulting from COVID-19. The increase in expense related to
other borrowed funds of $0.4 million, or 12.3%, was due to the impact of the
2029 Notes (subordinated debt) issued in June 2019 with an aggregate principal
amount of $37.0 million and an initial fixed interest rate of 6.00%.

The increase in total interest expense for the six months ended June 30, 2020
compared to the six months ended June 30, 2019 was due to increases in interest
expense on money market accounts and other borrowed funds, partially offset by a
decrease in interest expense related to certificates and brokered deposits.
Interest expense on money market accounts increased $1.5 million, or 26.7%,
driven by an increase of $400.1 million, or 69.3%, in the average balance of
these deposits, partially offset by a decline of 51 bps in the cost of these
deposits. Money market balances have increased throughout 2020 as consumers,
small businesses and commercial clients have increased cash balances due to the
economic uncertainty resulting from COVID-19. The increase in expense related to
other borrowed funds of $1.1 million, or 15.7%, was due to the impact of the
issuance of the 2029 Notes discussed above. The decrease in expense related to
certificates and brokered deposits of $1.1 million, or 4.2%, was due to a
decline of 7 bps in the cost of these deposits as well as a $36.7 million, or
1.8%, decrease in the average balance of these deposits.

Overall, the cost of total interest-bearing liabilities for the second quarter
2020 declined 36 bps to 2.07% from 2.43% for the second quarter 2019.
Additionally, the cost of total interest-bearing liabilities for the six months
ended June 30, 2020 declined 19 bps to 2.19% from 2.38% for the six months ended
June 30, 2019. Similar to asset yields, the declines in the cost of funds were
due to the continued decrease in market interest rates from the year-ago
periods. The sharp declines in both short- and long-term interest rates due to
COVID-19 have allowed the Company to reprice all of its deposit products at
lower rates. Furthermore, a shift in the deposit composition from higher cost
certificates and brokered deposits to lower cost money market accounts also
contributed to the decline in the cost of deposit funding.

Net interest margin ("NIM") was 1.37% for the second quarter 2020 compared to
1.73% for the second quarter 2019. On a fully-taxable equivalent basis, NIM was
1.50% for the second quarter 2020 compared to 1.91% for the second quarter 2019.

NIM was 1.43% for the six months ended June 30, 2020 compared to 1.79% for the
six months ended June 30, 2019. On a fully-taxable equivalent basis, NIM was
1.58% for the six months ended June 30, 2020 compared to 1.97% for the six
months ended June 30, 2019.

The decrease in NIM reflects the greater decline in asset yields compared to the
decline in the cost of funds during the applicable periods. Following the
Federal Reserve's interest rate cuts in March 2020 in response to COVID-19,
variable rate assets tied to market rates repriced faster than deposits.
However, as the pace of short-term market interest rate declines has slowed over
the course of the second quarter 2020, the Company believes that yields on
interest-earning assets have largely stabilized. Furthermore, the Company has
approximately $1.0 billion of certificates and brokered deposits with a weighted
average cost of 2.18% that mature over the next twelve months. As the weighted
average cost of these deposits is significantly higher than current new
production costs, the Company expects the cost of deposit funding to continue to
decline.

                                       48
--------------------------------------------------------------------------------

Noninterest Income

The following table presents noninterest income for the last five completed fiscal quarters and the six months ended June 30, 2020 and 2019. (in thousands)

                                           Three Months Ended                                                                                          Six Months Ended
                       June 30,         March 31,         December 31,         September 30,         June 30,         June 30,          June 30,
                         2020             2020                2019                 2019                2019             2020              2019
Service charges and
fees                  $   182          $    212          $       213          $        211          $   225          $    394          $   461
Loan servicing
revenue                   255               251                  166                     -                -               506                -
Loan servicing asset
revaluation               (90)             (179)                   -                     -                -              (269)               -
Mortgage banking
activities              3,408             3,668                2,953                 4,307            2,664             7,076            4,281
Gain (loss) on sale
of loans                  762             1,801                1,721                   523              (66)            2,563             (170)
Gain (loss) on sale
of securities               -                41                    -                     -             (458)               41             (458)
Other                     456               417                  352                   517            1,089               873            1,712
Total noninterest
income                $ 4,973          $  6,211          $     5,405          $      5,558          $ 3,454          $ 11,184          $ 5,826



During the second quarter 2020, noninterest income was $5.0 million,
representing an increase of $1.5 million, or 44.0%, compared to $3.5 million for
the second quarter 2019. The increase in noninterest income was due primarily to
increases in revenue from mortgage banking activities, gain on sale of loans,
gain on sale of securities and loan servicing revenue, which were partially
offset by lower other income. The increase in mortgage banking revenue was due
mainly to an increase in mandatory pipeline and best efforts sales volumes as
the year-over-year decline in market interest rates drove increased origination
activity. The increase in gain on sale of loans was due to the Company selling
$11.5 million of SBA 7(a) guaranteed loans during the second quarter 2020,
recognizing a net gain of $0.8 million, as compared to a $0.1 million net loss
on the sale of loans in the second quarter 2019. The increase in gain on sale of
securities was due to the sale of lower-yielding mortgage-backed and U.S.
Government Agency securities in the second quarter 2019 that resulted in a loss
of $0.5 million, compared to no sales of securities in the second quarter 2020.
Additionally, compared to the second quarter 2019, the Company recognized $0.2
million of loan servicing revenue, net of the loan servicing asset revaluation,
in the second quarter 2020, in connection with the SBA 7(a) servicing portfolio
acquired in the fourth quarter 2019. The decrease in other noninterest income
was due primarily to the Company recognizing a $0.5 million gain on the sale of
its ownership of Visa Class B shares in the second quarter 2019.

During the six months ended June 30, 2020, noninterest income was $11.2 million,
an increase of $5.4 million, or 92.0%, from the six months ended June 30, 2019.
The increase in noninterest income was due primarily to increases in revenue
from mortgage banking activities, gain on sale of loans, loan servicing revenue
and gain on sale of securities, which were partially offset by a decrease in
other income. The increase in mortgage banking revenue was due mainly to an
increase in mandatory pipeline and best efforts sales volumes as the
year-over-year decline in market interest rates drove increased origination
activity. The increase in gain on sale of loans was due to sales of portfolio
loans with book values totaling $185.1 million that resulted in a gain of $1.3
million, as well as a gain of $1.2 million on the sale of SBA 7(a) guaranteed
loans during the six months ended June 30, 2020 compared to the Company selling
portfolio loans with book values of $148.4 million that resulted in a net loss
of $0.2 million during the six months ended June 30, 2019. The increase in gain
on sale of securities was due to a gain of less than $0.1 million being recorded
during the six months ended June 30, 2020 compared to the six months ended June
30, 2019 when the Company sold lower-yielding mortgage-backed and U.S.
Government Agency securities that resulted in a loss of $0.5 million. The
Company also recognized loan servicing revenue, net of servicing asset
revaluation, of $0.2 million, during the six months ended June 30, 2020, in
connection with the SBA 7(a) servicing portfolio acquired in the fourth quarter
2019. The decrease in other noninterest income was mainly the result of income
recognized in the prior year associated with the sale of the Company's Visa
Class B shares and income associated with the Company's temporary ownership of
the land associated with the Company's new headquarters. Refer to Note 11 to the
condensed consolidated financial statements for additional information about the
Company's new headquarters.



                                       49

--------------------------------------------------------------------------------

Noninterest Expense

The following table presents noninterest expense for the last five completed fiscal quarters and the six months ended June 30, 2020 and 2019. (in thousands)

                                              Three Months Ended                                                                                             Six Months Ended
                        June 30,          March 31,         December 31,          September 30,          June 30,          June 30,          June 30,
                          2020              2020                2019                   2019                2019              2020              2019
Salaries and employee
benefits               $  7,789          $  7,774          $      7,168          $       6,883          $  6,642          $ 15,563          $ 12,963
Marketing, advertising
and promotion               411               375                   409                    456               466               786               935
Consulting and
professional services       932             1,177                 1,242                    778               835             2,109             1,649
Data processing             339               375                   312                    381               328               714               645
Loan expenses               399               599                   289                    247               292               998               606
Premises and equipment    1,602             1,625                 1,556                  1,506             1,497             3,227             2,997
Deposit insurance
premium                     435               485                   601                      -               747               920             1,302

Other                     1,337             1,076                 1,036                    952               902             2,413             1,721
Total noninterest
expense                $ 13,244          $ 13,486          $     12,613          $      11,203          $ 11,709          $ 26,730          $ 22,818



Noninterest expense for the second quarter 2020 was $13.2 million, compared to
$11.7 million for the second quarter 2019. The increase of $1.5 million, or
13.1%, compared to the second quarter 2019 was due primarily to increases of
$1.1 million in salaries and employee benefits and $0.4 million in other
expenses. The increase in salaries and employee benefits was due mainly to an
increase in headcount, which includes the impact of personnel growth associated
with the Company's small business lending platform, as well as increased
mortgage and small business lending incentive compensation. The increase in
other expenses was due primarily to a $0.3 million charitable contribution the
Company made to assist small businesses and nonprofits address the economic
challenges of the COVID-19 pandemic.

Noninterest expense for the six months ended June 30, 2020 was $26.7 million,
compared to $22.8 million for the six months ended June 30, 2019. The increase
of $3.9 million, or 17.1%, compared to the six months ended June 30, 2019 was
due primarily to increases of $2.6 million in salaries and employee benefits,
$0.7 million in other expenses, $0.5 million in consulting and professional
services, $0.4 million in loan expenses, and $0.2 million in premises and
equipment, partially offset by a decrease of $0.4 million in deposit insurance
premium. The increase in salaries and employee benefits was primarily the result
of personnel growth, mostly associated with the Company's small business lending
platform, as well as increased mortgage and small business lending incentive
compensation. The increase in other expenses was due primarily to the $0.3
million charitable contribution mentioned above. The increase in consulting and
professional services was due primarily to increased recruitment costs and
directors' fees. The increase in loan expenses was driven primarily by costs
associated with nonperforming loans. The increase in premises and equipment was
due primarily to higher software expense. The decrease in deposit insurance
premium was due primarily to declines in the balance of brokered deposits and
year-over-year asset growth, both of which positively impact the formula used to
calculate deposit insurance expense.

The Company recorded an income tax benefit of $0.3 million for the second
quarter 2020, compared to a $0.3 million income tax provision and an effective
tax rate of 5.3% for the second quarter 2019. The Company's income tax benefit
was less than $0.1 million for the six months ended June 30, 2020, compared to a
$0.9 million income tax provision and an effective tax rate of 6.8% for the six
months ended June 30, 2019. The decrease in income tax provision for the three
months ended June 30, 2020 compared to the three months ended June 30, 2019 was
due primarily to lower income before income taxes in the 2020 period. The
decrease in the income tax provision for the six months ended June 30, 2020
compared to the six months ended June 30, 2019 was due to lower income before
income taxes, as well as the impact of the CARES Act, which was signed into law
on March 27, 2020. The CARES Act provided the opportunity to carryback certain
federal net operating losses based on the difference between the current
statutory rate and the statutory rate in effect during the period to which the
net operating loss will be carried back.




                                       50
--------------------------------------------------------------------------------

Financial Condition



The following table presents summary balance sheet data for the last five
completed fiscal quarters.
(in thousands)
                                                 June 30,            March 31,           December 31,         September 30,           June 30,
Balance Sheet Data:                                2020                 2020                 2019                 2019                  2019
Total assets                                  $ 4,324,600          $ 4,168,146          $ 4,100,083          $  4,095,491          $ 3,958,829
Loans                                           2,973,674            2,892,093            2,963,547             2,881,272            2,861,156
Total securities                                  657,312              675,013              602,730               591,549              558,160

Loans held-for-sale                                38,813               52,394               56,097                41,119               30,642
Noninterest-bearing deposits                       82,864               70,562               57,115                50,560               44,040
Interest-bearing deposits                       3,297,925            3,107,944            3,096,848             3,097,682            2,962,223
Total deposits                                  3,380,789            3,178,506            3,153,963             3,148,242            3,006,263
Advances from Federal Home Loan Bank              514,913              514,911              514,910               514,908              514,906
Total shareholders' equity                        307,711              305,127              304,913               295,140              296,120



Total assets increased $224.5 million, or 5.5%, to $4.3 billion at June 30, 2020
compared to $4.1 billion at December 31, 2019. Balance sheet growth was driven
by an increase in deposits of $226.8 million, or 7.2%. As loan balances remained
relatively consistent since December 31, 2019, the deposit growth resulted in an
increase in liquid assets as cash balances increased $171.3 million, or 52.3%,
and securities balances increased $54.6 million, or 9.1%. The increase in
balance sheet liquidity was reflected in the percentage of loans to deposits,
which declined to 88.0% as of June 30, 2020, compared to 94.0% as of December
31, 2019.


                                       51

--------------------------------------------------------------------------------

Loan Portfolio Analysis

The following table presents a summary of the Company's loan portfolio for the last five completed fiscal quarters.

June 30,                                                   March 31,                                               December 31,                                            September 30,                    June 30,
(dollars in thousands)                     2020                                                        2020                                                     2019                                                    2019                           2019
Commercial loans
Commercial and industrial    $    81,687               2.7  %       $    95,227               3.3  %       $    96,420               3.3  %       $    83,481               2.9  %       $   101,218                       3.5  %
Owner-occupied commercial
real estate(1)                    86,897               2.9  %            87,957               3.0  %            86,726               2.9  %            86,357               3.0  %            83,979                       2.9  %
Investor commercial real
estate                            13,286               0.4  %            13,421               0.5  %            12,567               0.4  %            11,852               0.4  %            21,179                       0.7  %
Construction                      77,591               2.6  %            64,581               2.2  %            60,274               2.0  %            54,131               1.9  %            47,849                       1.7  %
Single tenant lease
financing                        980,292              33.0  %           972,275              33.6  %           995,879              33.6  %         1,008,247              35.0  %         1,001,196                      35.1  %
Public finance                   647,107              21.8  %           627,678              21.7  %           687,094              23.2  %           686,622              23.8  %           706,161                      24.7  %
Healthcare finance               380,956              12.8  %           372,266              12.9  %           300,612              10.1  %           251,530               8.6  %           212,351                       7.4  %
Small business lending(1)        118,526               4.0  %            54,055               1.9  %            46,945               1.6  %            11,597               0.4  %             8,925                       0.3  %
Total commercial loans         2,386,342              80.2  %         2,287,460              79.1  %         2,286,517              77.1  %         2,193,817              76.0  %         2,182,858                      76.3  %
Consumer loans
Residential mortgage             208,728               7.0  %           218,730               7.6  %           313,849              10.6  %           320,451              11.1  %           318,678                      11.1  %
Home equity                       22,640               0.8  %            23,855               0.8  %            24,306               0.8  %            25,042               0.9  %            26,825                       0.9  %
Other consumer                   291,632               9.8  %           296,605              10.2  %           295,309              10.0  %           296,573              10.4  %           294,251                      10.4  %
Total consumer loans             523,000              17.6  %           539,190              18.6  %           633,464              21.4  %           642,066              22.4  %           639,754                      22.4  %
Net deferred loan
origination costs, premiums
and discounts on purchased
loans and other (2)               64,332               2.2  %            65,443               2.3  %            43,566               1.5  %            45,389               1.6  %            38,544                       1.3  %
Total loans                    2,973,674             100.0  %         2,892,093             100.0  %         2,963,547             100.0  %         2,881,272             100.0  %         2,861,156                     100.0  %
Allowance for loan losses        (24,465)                               (22,857)                               (21,840)                               (21,683)                               (19,976)
Net loans                    $ 2,949,209                            $ 2,869,236                            $ 2,941,707                            $ 2,859,589                            $ 2,841,180



(1) As of December 31, 2019, the Company held $13.3 million of SBA 7(a) 504
loans which were classified within the small business lending category. In the
second quarter 2020, those balances were reclassified into the owner-occupied
commercial real estate category.

(2) Includes carrying value adjustments of $46.0 million related to terminated
interest rate swaps associated with public finance loans as of June 30, 2020 and
$44.6 million, $21.4 million, $27.6 million and $22.2 million as of March 31,
2020, December 31, 2019, September 30, 2019 and June 30, 2019, respectively,
related to interest rate swaps associated with public finance loans.


Total loans were $3.0 billion as of June 30, 2020, an increase of $10.1 million,
or 0.3%, compared to December 31, 2019. Total commercial balances were $2.4
billion as of June 30, 2020, up slightly from $2.3 billion in December 31, 2019.
Compared to December 31, 2019, production in healthcare finance, small business
lending and construction was partially offset by lower balances in the public
finance and single tenant lease financing loan portfolios due primarily to sales
of $94.4 million of loans in these categories during the first quarter 2020. The
growth in small business lending was driven by $58.9 million of PPP loan
balances originated during the second quarter 2020, partially offset by sales of
SBA 7(a) guaranteed loans. The Company did not execute any portfolio loan sales
during the second quarter 2020 due to market conditions resulting from COVID-19;
however, it expects to resume portfolio loan sales in the future to help further
its objectives of managing balance sheet growth and capital, providing liquidity
and improving NIM and profitability.

Total consumer loan balances were $523.0 million as of June 30, 2020, a decrease
of $110.5 million, or 17.4%, compared to December 31, 2019. The decline in
consumer loan balances from December 31, 2019 was due primarily to the sale of
$90.8 million of portfolio residential mortgage loans, which included seasoned
lower-yielding loans.

    The Company has identified loan exposures to certain industries that may be
impacted by COVID-19. Our healthcare finance portfolio, which represents 12.8%
of our total loan portfolio, is comprised primarily of loans to dentists and
other specialists that have been impacted by government actions to contain
COVID-19 occurring late in the first quarter 2020 and into the second quarter
2020. As certain states reopened their economies later in the second quarter
2020, we experienced a
                                       52
--------------------------------------------------------------------------------

decline in healthcare finance loan balances under deferral agreements. See "Non-TDR Loan Modifications due to COVID-19" below for additional information on this portfolio.



Within the rest of the portfolio, as of June 30, 2020, additional exposures
represent approximately 17.7% of our total loan portfolio and include
full-service restaurants of $221.1 million, quick-service restaurants of $229.8
million, consumer services of $35.7 million, healthcare and social assistance of
$21.2 million and hotels and accommodations of $16.8 million. Given the economic
uncertainty related to COVID-19, the ultimate impact of the pandemic on these
exposures is unknown at this time. We currently have no exposure to other highly
impacted industries such as airlines, cruise ships, oil & gas or multifamily
lending.





                                       53

--------------------------------------------------------------------------------

Asset Quality



Nonperforming loans are comprised of nonaccrual loans and loans 90 days past due
and accruing. Nonperforming assets include nonperforming loans, OREO and other
nonperforming assets, which consist of repossessed assets. The following table
provides a summary of the Company's nonperforming assets for the last five
completed fiscal quarters.
                                       June 30,          March 31,         December 31,         September 30,         June 30,
(dollars in thousands)                   2020              2020                2019                 2019                2019
Nonaccrual loans
Commercial loans:
Commercial and industrial             $    299          $    218          $       226          $        585          $ 1,604
Owner-occupied commercial real estate    2,066             1,390                  464                   465              478

Single tenant lease financing            4,680             4,680                4,680                 4,691                -

Total commercial loans                   7,045             6,288                5,370                 5,741            2,082
Consumer loans:
Residential mortgage                     1,042               991                  761                     -            3,134

Other consumer                             108                39                   33                    41               49
Total consumer loans                     1,150             1,030                  794                    41            3,183
Total nonaccrual loans                   8,195             7,318                6,164                 5,782            5,265

Past Due 90 days and accruing loans
Commercial loans:
Commercial and industrial                    -                73                    -                     -                -

Total commercial loans                       -                73                    -                     -                -
Consumer loans:
Residential mortgage                         -                51                  568                     -              121

Other consumer                               -                 1                    -                     1                -
Total consumer loans                         -                52                  568                     1              121
Total past due 90 days and accruing
loans                                        -               125                  568                     1              121

Total nonperforming loans                8,195             7,443                6,732                 5,783            5,386

Other real estate owned
Investor commercial real estate          2,065             2,065                2,065                 2,066            2,066
Residential mortgage                         -                 -                    -                   553              553
Total other real estate owned            2,065             2,065                2,065                 2,619            2,619

Other nonperforming assets                  44               114                   75                    95               36

Total nonperforming assets            $ 10,304          $  9,622          $ 

8,872 $ 8,497 $ 8,041



Total nonperforming loans to total
loans                                     0.28  %           0.26  %              0.23  %               0.20  %          0.19  %
Total nonperforming assets to total
assets                                    0.24  %           0.23  %              0.22  %               0.21  %          0.20  %
Allowance for loan losses to total
loans                                     0.82  %           0.79  %              0.74  %               0.75  %          0.70  %
Allowance for loan losses to total
loans, excluding PPP loans(1)             0.84  %           0.79  %              0.74  %               0.75  %          0.70  %
Allowance for loan losses to
nonperforming loans                      298.5  %          307.1  %             324.4  %              374.9  %         370.9  %



1 This information represents a non-GAAP financial measure. See "Reconciliation
of Non-GAAP Financial Measures" for a reconciliation of this measure to its most
directly comparable GAAP measure.
                                       54
--------------------------------------------------------------------------------

Troubled Debt Restructurings



The following table provides a summary of troubled debt restructurings for the
last five completed fiscal quarters.
(in thousands)                          June 30,         March 31,         

December 31, September 30, June 30,


                                          2020             2020                2019                 2019                2019
Troubled debt restructurings -
nonaccrual                             $   854          $     94          $       94           $        171          $   174
Troubled debt restructurings -
performing                                 372               378                 427                    470            1,985

Total troubled debt restructurings $ 1,226 $ 472 $

      521           $        641          $ 2,159



The increase in nonperforming loans of $1.5 million, or 21.7%, to $8.2 million
as of June 30, 2020 compared to $6.7 million as of December 31, 2019 was due
primarily to an increase in nonperforming owner-occupied commercial real estate
loans with unpaid principal balanced of $1.6 million that were placed on
nonaccrual status during 2020, partially offset by a decrease in accruing
residential mortgage loans that were 90 days past due. Total nonperforming
assets increased $1.4 million, or 16.1%, as of June 30, 2020 compared to
December 31, 2019. The ratio of nonperforming loans to total loans increased to
0.28% as of June 30, 2020 compared to 0.23% as of December 31, 2019 and the
ratio of nonperforming assets to total assets increased to 0.24% as of June 30,
2020 compared to 0.22% as of December 31, 2019, due primarily to the loans
mentioned above.

Total TDRs as of June, 2020 were $1.2 million, up $0.7 million from December 31,
2019. The increase was driven by one residential mortgage loan that became a TDR
during the second quarter 2020.

    As of June 30, 2020 and December 31, 2019, the Company had one commercial
property in OREO with a carrying value of $2.1 million. This property consists
of two buildings that are residential units adjacent to a university campus.

    As of June 30, 2020, our financial results have reflected little impact on
asset quality as a result of COVID-19. Actions taken to either contain or reduce
the impact of the pandemic have had a detrimental effect on the national and our
local economies. The ultimate impact it may have on our business and asset
quality is still uncertain; however, we remain optimistic that the combination
of government stimulus programs and relief programs we have provided to our
clients will lessen the economic stress on our borrowers. However, if the
pandemic extends for a prolonged period of time, we may experience negative
trends in nonperforming loans and assets.

Non-TDR Loan Modifications due to COVID-19



    The "Interagency Statement on Loan Modifications and Reporting for Financial
Institutions Working with Customers Affected by the Coronavirus" was issued by
our banking regulators on March 22, 2020. This guidance encourages financial
institutions to work prudently with borrowers who are or may be unable to meet
their contractual payment obligations due to the effects of COVID-19.

    Additionally, Section 4013 of the CARES Act further provides that loan
modifications due to the impact of COVID-19 that would otherwise be classified
as TDRs under GAAP will not be so classified. Modifications within the scope of
this relief are in effect from the period beginning March 1, 2020 until the
earlier of December 31, 2020 or 60 days after the date on which the national
emergency related to the COVID-19 pandemic formally terminates.

    In accordance with this guidance, the Company has offered modifications to
borrowers who were both impacted by COVID-19 and current on all principal and
interest payments.




                                       55

--------------------------------------------------------------------------------

    The following table shows the Company's deferrals by loan portfolio type
that have been granted through July 31, 2020. The balances shown are as of June
30, 2020.

                                                                                                           % Of Balances With
(dollars in thousands)                                        Deferrals          Total Loan Balance            Deferrals
Commercial loans
Commercial and industrial                                    $     517          $          81,687                      0.6  %
Owner-occupied commercial real estate                           14,929                     86,897                     17.2  %
Investor commercial real estate                                    411                     13,286                      3.1  %
Construction                                                         -                     77,591                      0.0  %
Single tenant lease financing                                  276,716                    980,292                     28.2  %
Public finance                                                       -                    647,107                      0.0  %
Healthcare finance                                              20,631                    380,956                      5.4  %
Small business lending                                           1,823                    118,526                      1.5  %
Total commercial loans                                         315,027                  2,386,342                     13.2  %
Consumer loans
Residential mortgage                                             6,393                    208,728                      3.1  %
Home equity                                                        229                     22,640                      1.0  %
Other consumer                                                   1,692                    291,632                      0.6  %
Total consumer loans                                             8,314                    523,000                      1.6  %

Total commercial and consumer loans                          $ 323,341          $       2,909,342                     11.1  %



    The single tenant lease financing and healthcare finance portfolios comprise
approximately 92% of the total loan deferrals granted as of July 31, 2020.
Borrowers in these portfolios have experienced short-term cash flow challenges
due to broad-based federal and state government actions to contain COVID-19.
Within the single tenant lease financing portfolio, the portfolio average
loan-to-value ratio is 54% and all borrowers, except for the single relationship
on nonaccrual status, made their April 2020 loan payments in a timely manner,
prior to entering a deferral program. Furthermore, a significant majority of
these loans are scheduled to resume making payments in August 2020 and there are
no delinquencies for nonperforming loans not on deferral status. Related to the
healthcare finance portfolio, over 90% of the loans are made to dental
practices, many of which have been allowed to resume seeing patients as certain
states across the country have reopened their economies. The amount of
healthcare finance loans on deferral status peaked in late May when
approximately 80% of this portfolio balance was under deferral. As of July 31,
2020, this percentage had dropped to 5.4%. The majority of healthcare finance
loans under deferral listed above are scheduled to resume making payments within
the next 30 days. Furthermore, all borrowers who have come off a deferral
program have resumed making scheduled loan payments in a timely manner.

U.S. Small Business Administration Paycheck Protection Program



Section 1102 of the CARES Act created the PPP, which is jointly administered by
the U.S. Small Business Administration ("SBA") and the Department of the
Treasury. Loans originated under the PPP bear an interest rate of 1.00% and do
not require payments for the first six months. Originally, all PPP Loans carried
a two-year term; however, Congressional amendments to the CARES Act changed the
maturity of loans approved after June 5, 2020 to a five-year term. The PPP is
designed to provide a direct incentive to small businesses to retain employees
on their payroll during COVID-19 as well as to help cover certain utility costs
and rent payments. These loans may be forgiven if the funds were used for
payroll costs and other qualifying business expenses as long as a minimum of 60%
of the forgiven amount was used to maintain payroll costs. The federal
government approved an initial appropriation of $349.0 billion for PPP loans and
when that was depleted approved an additional $310.0 billion. As a preferred SBA
lender, we assisted our clients in participating in both rounds of the PPP.
Through June 30, 2020, we provided 449 PPP loans totaling $58.9 million, to help
small businesses maintain their workforces in an uncertain and challenging
environment. The weighted average fee was 3.86% of the amount funded, or
approximately $2.3 million in total. The Company received this fee revenue from
the SBA in late June and it will be deferred over the life of the PPP loans and
recognized as interest income.




                                       56
--------------------------------------------------------------------------------

Allowance for Loan Losses



The following table provides a rollforward of the allowance for loan losses for
the last five completed fiscal quarters.
(dollars in thousands)                                                            Three Months Ended
                                              June 30,          March 31,         December 31,          September 30,          June 30,
                                                2020              2020                2019                   2019                2019
Balance, beginning of period                 $ 22,857          $ 21,840          $     21,683          $      19,976          $ 18,841
Provision charged to expense                    2,491             1,461                   468                  2,824             1,389
Losses charged off                             (1,016)             (498)                 (409)                (1,182)             (337)
Recoveries                                        133                54                    98                     65                83
Balance, end of period                       $ 24,465          $ 22,857          $     21,840          $      21,683          $ 19,976

Net charge-offs to average loans                 0.12  %           0.06  %               0.04  %                0.15  %           0.05  %



    The allowance for loan losses was $24.5 million as of June 30, 2020,
compared to $21.8 million as of December 31, 2019. While total loan balances
experienced a slight increase of $10.2 million, or 0.3%, compared to December
31, 2019, the Company made additional adjustments to qualitative factors in its
allowance model to reflect the continued economic uncertainty resulting from
COVID-19. As a result, both the allowance for loan losses and the allowance as a
percentage of total loans increased compared to December 31, 2019. During the
second quarter 2020, the Company recorded net charge-offs of $0.9 million,
compared to net charge-offs of $0.3 million for the second quarter 2019. The
increase in net charge-offs was due primarily to a $0.7 million charge-off in
the healthcare finance portfolio.

  The allowance for loan losses as a percentage of total loans was 0.82% at
June 30, 2020, or 0.84% when excluding PPP Loans, and 0.74% at December 31,
2019. The allowance for loan losses as a percentage of nonperforming loans
decreased to 298.5% as of June 30, 2020, compared to 324.4% as of December 31,
2019. The provision for loan losses in the second quarter 2020 was $2.5 million,
compared to $1.4 million for the second quarter 2019. The increase of 1.1
million, or 79.3%, compared to the second quarter 2019 was due primarily to the
healthcare finance charge-off discussed above and adjustments to the economic
qualitative factors in the allowance model discussed above.

Investment Securities Portfolio



The following tables present the amortized cost and approximate fair value of
our investment portfolio by security type for the last five completed fiscal
quarters.
(in thousands)
                                            June 30,          March 31,          December 31,          September 30,           June 30,
Amortized Cost                                2020               2020                2019                   2019                 2019
Securities available-for-sale
U.S. Government-sponsored agencies        $  68,203          $  71,387

$ 77,715 $ 83,024 $ 89,088 Municipal securities

                         91,906             94,981                97,447                 96,076             96,202
Agency mortgage-backed securities           275,433            279,458               264,142                278,327            257,050
Private label mortgage-backed securities    101,110            114,363                63,704                 45,969             40,695
Asset-backed securities                       5,000              5,000                 5,000                  5,000              5,000
Corporate securities                         48,394             43,378                38,632                 38,638             38,644

Total available-for-sale                    590,046            608,567               546,640                547,034            526,679
Securities held-to-maturity
Municipal securities                         14,603             14,617                10,142                 10,145             10,147
Corporate securities                         53,692             51,714                51,736                 36,662             25,679
Total held-to-maturity                       68,295             66,331                61,878                 46,807             35,826
Total securities                          $ 658,341          $ 674,898          $    608,518          $     593,841          $ 562,505


                                       57

--------------------------------------------------------------------------------


(in thousands)
                                            June 30,          March 31,          December 31,          September 30,           June 30,
Approximate Fair Value                        2020               2020                2019                   2019                 2019
Securities available-for-sale
U.S. Government-sponsored agencies        $  66,544          $  70,004

$ 75,872 $ 81,435 $ 87,737 Municipal securities

                         90,562             94,819                97,652                 97,942             96,988
Agency mortgage-backed securities           278,530            282,632               261,440                277,530            254,876
Private label mortgage-backed securities    101,925            115,024                63,613                 46,459             41,112
Asset-backed securities                       4,837              4,713                 4,955                  4,931              4,928
Corporate securities                         46,619             41,490                37,320                 36,445             36,693

Total available-for-sale                    589,017            608,682               540,852                544,742            522,334
Securities held-to-maturity
Municipal securities                         15,274             15,678                10,368                 10,490             10,296
Corporate securities                         53,878             53,790                52,192                 37,065             25,992
Total held-to-maturity                       69,152             69,468                62,560                 47,555             36,288
Total securities                          $ 658,169          $ 678,150          $    603,412          $     592,297          $ 558,622



The approximate fair value of available-for-sale investment securities increased
$48.1 million, or 8.9%, to $589.0 million as of June 30, 2020, compared to
$540.9 million as of December 31, 2019. The increase was due primarily to
increases of $38.3 million in private label mortgage-backed securities and $17.1
million in agency mortgage-backed securities. These increases were driven
primarily by purchases as liquidity from deposit growth was deployed and, to a
lesser extent, increases in market value due to changes in interest rates. As of
June 30, 2020, the Company had securities with an amortized cost basis of $68.3
million designated as held-to-maturity compared to $61.9 million as of
December 31, 2019.

Accrued Income and Other Assets



    Accrued income and other assets were $63.2 million at June 30, 2020 compared
to $67.1 million at December 31, 2019. The decrease of $3.8 million, or 5.74%,
was due primarily to cash collateral pledged for interest rate swap agreements.
The Company pledged $34.6 million and $42.3 million of cash collateral to
counterparties as security for its obligations related to these agreements at
June 30, 2020 and December 31, 2019, respectively. Collateral posted and
received is dependent on the fair value of the underlying agreements as of the
respective date.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities were $50.4 million at June 30, 2020 compared to $53.0 million at December 31, 2019.

Deposits

The following table presents the composition of the Company's deposit base for the last five completed fiscal quarters.

June 30,                                                   March 31,                                               December 31,                                            September 30,                    June 30,
(dollars in thousands)                                          2020                                                        2020                                                     2019                                                    2019                           2019
Noninterest-bearing deposits                      $    82,864               2.5  %       $    70,562               2.2  %       $    57,115               1.8  %       $    50,560               1.6  %       $    44,040                       1.5  %
Interest-bearing demand deposits                      152,391               4.5  %           123,233               3.9  %           129,020               4.1  %           122,551               3.9  %           126,669                       4.2  %
Savings accounts                                       43,366               1.3  %            32,485               1.0  %            29,616               0.9  %            34,886               1.1  %            31,445                       1.0  %
Money market accounts                               1,241,874              36.7  %           930,698              29.3  %           786,390              24.9  %           698,077              22.2  %           607,849                      20.3  %
Certificates of deposits                            1,470,905              43.5  %         1,493,644              47.0  %         1,613,453              51.2  %         1,681,377              53.4  %         1,629,886                      54.2  %
Brokered deposits                                     389,389              11.5  %           527,884              16.6  %           538,369              17.1  %           560,791              17.8  %           566,374                      18.8  %
Total deposits                                    $ 3,380,789             100.0  %       $ 3,178,506             100.0  %       $ 3,153,963             100.0  %       $ 3,148,242             100.0  %       $ 3,006,263                     100.0  %



                                       58

--------------------------------------------------------------------------------

Total deposits increased $226.8 million, or 7.2%, to $3.4 billion as of June 30,
2020, compared to $3.2 billion as of December 31, 2019. This increase was due
primarily to an increase of $455.5 million, or 57.9%, in money market accounts,
largely offset by declines of $142.5 million, or 8.8%, in certificates of
deposits and $149.0 million, or 2.8%, in brokered deposits. The Company
experienced strong growth in money market balances from consumers, small
businesses and commercial clients as our customers have increased their cash
balances due to the economic uncertainty resulting from the COVID-19 pandemic.
The declines in certificates of deposits and brokered deposits were due to the
maturity of higher cost balances and reduced pricing strategies designed to
limit the volume of new production.

Recent Debt and Equity Offerings



    In June 2019, the Company issued $37.0 million aggregate principal amount of
6.0% Fixed-to-Floating Rate Subordinated Notes due 2029 (the "2029 Notes") in a
public offering. The 2029 Notes initially bear a fixed interest rate of 6.0% per
year to, but excluding June 30, 2024, and thereafter a floating rate equal to
the then-current Benchmark rate (initially three-month LIBOR rate) plus 411
basis points. All interest on the 2029 Notes is payable quarterly. The 2029
Notes are scheduled to mature on June 30, 2029. The 2029 Notes are unsecured
subordinated obligations of the Company and may be repaid, without penalty, on
any interest payment date on or after June 30, 2024. The 2029 Notes are intended
to qualify as Tier 2 capital under regulatory guidelines. The 2029 Notes are
trading on the Nasdaq Global Select Market under the symbol "INBKZ."

Regulatory Capital Requirements



The Company and the Bank are subject to various regulatory capital requirements
administered by state and federal banking agencies. Capital adequacy guidelines
and, additionally for banks, prompt corrective action regulations, involve
quantitative measures of assets, liabilities, and certain off-balance-sheet
items calculated under regulatory accounting practices. Capital amounts and
classifications are also subject to qualitative judgments by regulators about
components, risk weighting and other factors.

The Basel III Capital Rules became effective for the Company and the Bank on
January 1, 2015, subject to a phase-in period for certain provisions.
Quantitative measures established by the Basel III Capital Rules to ensure
capital adequacy require the maintenance of minimum amounts and ratios of Common
Equity Tier 1 capital, Tier 1 capital and Total capital, as defined in the
regulations, to risk-weighted assets, and of Tier 1 capital to adjusted
quarterly average assets ("Leverage Ratio").

The Basel III Capital Rules were fully phased in on January 1, 2019 and require
the Company and the Bank to maintain: 1) a minimum ratio of Common Equity Tier 1
capital to risk-weighted assets of 4.5%, plus a 2.5% "capital conservation
buffer" (resulting in a minimum ratio of Common Equity Tier 1 capital to
risk-weighted assets of 7.0%); 2) a minimum ratio of Tier 1 capital to
risk-weighted assets of 6.0%, plus the capital conservation buffer (resulting in
a minimum Tier 1 capital ratio of 8.5%); 3) a minimum ratio of Total capital to
risk-weighted assets of 8.0%, plus the capital conservation buffer (resulting in
a minimum Total capital ratio of 10.5%); and 4) a minimum Leverage Ratio of
4.0%.

The implementation of the capital conservation buffer began on January 1, 2016
at the 0.625% level and was phased in over a four-year period, increasing by
increments of that amount on each subsequent January 1 until it reached 2.5% on
January 1, 2019. The capital conservation buffer is designed to absorb losses
during periods of economic stress. Failure to maintain the minimum Common Equity
Tier 1 capital ratio plus the capital conservation buffer will result in
potential restrictions on a banking institution's ability to pay dividends,
repurchase stock and/or pay discretionary compensation to its employees.

                                       59
--------------------------------------------------------------------------------

The following tables present actual and required capital ratios as of June 30,
2020 and December 31, 2019 for the Company and the Bank under the Basel III
Capital Rules. The minimum required capital amounts presented include the
minimum required capital levels as of June 30, 2020 and December 31, 2019 based
on the Basel III Capital Rules and the minimum required capital levels as of
January 1, 2019. Capital levels required to be considered well capitalized are
based upon prompt corrective action regulations, as amended to reflect the
changes under the Basel III Capital Rules.
                                                                                                                                                                                      Minimum Required to be Considered Well
                                                        Actual                                                          Minimum Capital Required - Basel III                                       Capitalized
(dollars in thousands)                    Capital Amount            Ratio                        Capital Amount            Ratio            Capital Amount            Ratio
As of June 30, 2020:
Common equity tier 1 capital to
risk-weighted assets
Consolidated                             $      323,415              10.94  %                   $      206,854               7.00  %                     N/A                N/A
Bank                                            354,978              12.02  %                          206,662               7.00  %       $      191,900               6.50  %
Tier 1 capital to risk-weighted assets
Consolidated                                    323,415              10.94  %                          177,303               8.50  %                     N/A                N/A
Bank                                            354,978              12.02  %                          177,139               8.50  %              236,185               8.00  %
Total capital to risk-weighted assets
Consolidated                                    417,561              14.13  %                          236,404              10.50  %                     N/A                N/A
Bank                                            379,443              12.85  %                          236,185              10.50  %              295,231              10.00  %
Leverage ratio
Consolidated                                    323,415               7.49  %                          172,813               4.00  %                     N/A                N/A
Bank                                            354,978               8.22  %                          172,708               4.00  %              215,885               5.00  %



                                                                                                                                                                                      Minimum Required to be Considered Well
                                                        Actual                                                          Minimum Capital Required - Basel III                                       Capitalized
(dollars in thousands)                    Capital Amount            Ratio                        Capital Amount            Ratio            Capital Amount            Ratio
As of December 31, 2019:
Common equity tier 1 capital to
risk-weighted assets
Consolidated                             $      313,803              10.84  %                   $      202,661               7.00  %                     N/A                N/A
Bank                                            341,242              11.80  %                          202,480               7.00  %       $      188,017               6.50  %
Tier 1 capital to risk-weighted assets
Consolidated                                    313,803              10.84  %                          246,088               8.50  %                     N/A                N/A
Bank                                            341,242              11.80  %                          245,869               8.50  %              231,406               8.00  %
Total capital to risk-weighted assets
Consolidated                                    405,171              13.99  %                          303,991              10.50  %                     N/A                N/A
Bank                                            363,082              12.55  %                          303,720              10.50  %              289,257              10.00  %
Leverage ratio
Consolidated                                    313,803               7.64  %                          164,219               4.00  %                     N/A                N/A
Bank                                            341,242               8.32  %                          164,121               4.00  %              205,151               5.00  %


                                       60

--------------------------------------------------------------------------------

Shareholders' Dividends



The Company's Board of Directors declared a cash dividend of $0.06 per share of
common stock payable July 15, 2020 to shareholders of record as of June 30,
2020. The Company expects to continue to pay cash dividends on a quarterly
basis; however, the declaration and amount of any future cash dividends will be
subject to the sole discretion of the Board of Directors and will depend upon
many factors, including its results of operations, financial condition, capital
requirements, regulatory and contractual restrictions (including with respect to
the Company's outstanding subordinated debt), business strategy and other
factors deemed relevant by the Board of Directors, including any potential
impact resulting from COVID-19.

As of June 30, 2020, the Company had $72.0 million principal amount of
subordinated debt outstanding pursuant its term loan evidenced by a term note
due 2025, its 6.0% Fixed-to-Floating Rate Subordinated Notes due 2026 and the
2029 Notes. The agreements that govern our outstanding subordinated debt
prohibit the Company from paying any dividends on its common stock or making any
other distributions to shareholders at any time when there shall have occurred,
and be continuing to occur, an event of default under the applicable agreement.
If an event of default were to occur and the Company did not cure it, the
Company would be prohibited from paying any dividends or making any other
distributions to shareholders or from redeeming or repurchasing any common
stock.

Capital Resources



The Company believes it has sufficient liquidity and capital resources to meet
its cash and capital expenditure requirements for at least the next twelve
months. The Company may explore strategic alternatives, including additional
asset, deposit or revenue generation channels that complement our commercial and
consumer banking platforms, which may require additional capital. If the Company
is unable to secure such capital at favorable terms, its ability to take
advantage of such opportunities could be adversely affected.

Liquidity



Liquidity management is the process used by the Company to manage the continuing
flow of funds necessary to meet its financial commitments on a timely basis and
at a reasonable cost while also maintaining safe and sound operations.
Liquidity, represented by cash and investment securities, is a product of the
Company's operating, investing and financing activities. The primary sources of
funds are deposits, principal and interest payments on loans and investment
securities, maturing loans and investment securities, access to wholesale
funding sources and collateralized borrowings. While scheduled payments and
maturities of loans and investment securities are relatively predictable sources
of funds, deposit flows are greatly influenced by interest rates, general
economic conditions and competition. Therefore, the Company supplements deposit
growth and enhances interest rate risk management through borrowings and
wholesale funding, which are generally advances from the FHLB and brokered
deposits.

Additionally, the Company has enhanced its liquidity management process during
2019 and 2020 through increased loan sale activity. During the first six months
of 2020, the Company sold $111.4 million of public finance, single tenant lease
financing and SBA 7(a) guaranteed loans at premiums to book value, as well as a
$90.8 million pool of residential mortgage loans. During 2019, the Company sold
$237.5 million of portfolio residential mortgage, single tenant lease financing
and public finance loans. These loan sales have provided liquidity to manage
overall loan portfolio growth and capital utilization.

The Company holds cash and investment securities that qualify as liquid assets
to maintain adequate liquidity to ensure safe and sound operations and meet its
financial commitments. We intend to reduce the size of our balance sheet during
the second half of 2020 through continued deposit repricing in order to manage
capital levels. A component of this balance sheet management strategy is
expected to include reducing our cash balances from those as of June 30, 2020.
However, given the uncertainty regarding the length and ultimate economic effect
of COVID-19, we believe it will be prudent to maintain higher levels of cash on
the balance sheet than we have historically until the crisis passes. We believe
we have sufficient on-balance sheet liquidity, supplemented by access to
additional funding sources, to manage the potential economic impact of COVID-19.
At June 30, 2020, on a consolidated basis, the Company had $1.1 billion in cash
and cash equivalents and investment securities available-for-sale and $38.8
million in loans held-for-sale that were generally available for its cash needs.
The Company can also generate funds from wholesale funding sources and
collateralized borrowings. At June 30, 2020, the Bank had the ability to borrow
an additional $558.4 million from the FHLB, the Federal Reserve and
correspondent bank Fed Funds lines of credit.

                                       61
--------------------------------------------------------------------------------

The Company is a separate legal entity from the Bank and must provide for its
own liquidity. In addition to its operating expenses, the Company is responsible
for paying any dividends declared to its common shareholders and interest and
principal on outstanding debt. The Company's primary sources of funds are cash
maintained at the holding company level and dividends from the Bank, the payment
of which is subject to regulatory limits. At June 30, 2020, the Company, on an
unconsolidated basis, had $36.0 million in cash generally available for its cash
needs, which is in excess of its current annual regular shareholder dividend and
operating expenses.

The Company uses its sources of funds primarily to meet ongoing financial
commitments, including withdrawals by depositors, credit commitments to
borrowers, operating expenses and capital expenditures. At June 30, 2020,
approved outstanding loan commitments, including unused lines of credit and
standby letters of credit, amounted to $267.4 million. Certificates of deposits
and brokered deposits scheduled to mature in one year or less at June 30, 2020
totaled $1.04 billion.

Management is not aware of any other events or regulatory requirements that, if
implemented, are likely to have a material effect on either the Company's or the
Bank's liquidity.

                                       62
--------------------------------------------------------------------------------

Reconciliation of Non-GAAP Financial Measures



This Management's Discussion and Analysis contains financial information
determined by methods other than in accordance with GAAP. Non-GAAP financial
measures, specifically tangible common equity, tangible assets, tangible book
value per common share, average tangible common equity, return on average
tangible common equity, tangible common equity to tangible assets ratio, total
interest income - FTE, net interest income - FTE, net interest margin - FTE and
allowance for loan losses to loans, excluding PPP loans are used by the
Company's management to measure the strength of its capital and analyze
profitability, including its ability to generate earnings on tangible capital
invested by its shareholders. The Company also believes that it is a standard
practice in the banking industry to present total interest income, net interest
income and net interest margin on a fully-taxable equivalent basis, as those
measures provide useful information for peer comparisons. Although the Company
believes these non-GAAP financial measures provide a greater understanding of
its business, they should not be considered a substitute for financial measures
determined in accordance with GAAP, nor are they necessarily comparable to
non-GAAP financial measures that may be presented by other companies.
Reconciliations of these non-GAAP financial measures to the most directly
comparable GAAP financial measures are included in the following table for the
last five completed fiscal quarters and the six months ended June 30, 2020 and
2019.

                                                                                             Three Months Ended                                                                                                                                                    Six Months Ended
(dollars in thousands, except                      June 30,                    March 31,                    December 31,                    September 30,                     June 30,                     June 30,                     June 30,
share and per share data)                            2020                        2020                           2019                            2019                            2019                         2020                         2019
Total equity - GAAP              $     307,711                $    305,127                $     304,913                   $    295,140                      $     296,120                $     307,711                $     296,120
Adjustments:
   Goodwill                             (4,687)                     (4,687)                      (4,687)                        (4,687)                            (4,687)                      (4,687)                      (4,687)
Tangible common equity           $     303,024                $    300,440                $     300,226                   $    290,453                      $     291,433                $     303,024                $     291,433

Total assets - GAAP              $   4,324,600                $  4,168,146                $   4,100,083                   $  4,095,491                      $   3,958,829                $   4,324,600                $   3,958,829
Adjustments:
   Goodwill                             (4,687)                     (4,687)                      (4,687)                        (4,687)                            (4,687)                      (4,687)                      (4,687)
Tangible assets                  $   4,319,913                $  4,163,459                $   4,095,396                   $  4,090,804                      $   3,954,142                $   4,319,913                $   3,954,142

Total common shares outstanding      9,799,047                   9,801,825                    9,741,800                      9,741,800                         10,016,458                    9,799,047                   10,016,458

Book value per common share      $       31.40                $      31.13                $       31.30                   $      30.30                      $       29.56                $       31.40                $       29.56
Effect of goodwill                       (0.48)                      (0.48)                       (0.48)                         (0.48)                             (0.46)                       (0.48)                       (0.46)
Tangible book value per common
share                            $       30.92                $      30.65                $       30.82                   $      29.82                      $       29.10                $       30.92                $       29.10

Total shareholders' equity to
assets                                    7.12  %                       7.32%                      7.44  %                        7.21  %                            7.48  %                      7.12  %                      7.48  %
Effect of goodwill                       (0.11) %                    (0.10) %                     (0.11) %                       (0.11) %                           (0.11) %                     (0.11) %                     (0.11) %
Tangible common equity to
tangible assets                           7.01  %                       7.22%                      7.33  %                        7.10  %                            7.37  %                      7.01  %                      7.37  %

Total average equity - GAAP      $     306,868                $    311,005                $     297,623                   $    298,782                      $     297,148                $     308,937                $     294,530
Adjustments:
   Average goodwill                     (4,687)                     (4,687)                      (4,687)                        (4,687)                            (4,687)                      (4,687)                      (4,687)
Average tangible common equity   $     302,181                $    306,318                $     292,936                   $    294,095                      $     292,461                $     304,250                $     289,843

Return on average shareholders'
equity                                    5.15  %                       7.78%                      9.46  %                        8.40  %                            8.26  %                      6.48  %                      8.09  %
Effect of goodwill                        0.08  %                       0.12%                      0.15  %                        0.13  %                            0.13  %                      0.10  %                      0.13  %
Return on average tangible
common equity                             5.23  %                     7.90  %                      9.61  %                        8.53  %                            8.39  %                      6.58  %                      8.22  %


                                       63

--------------------------------------------------------------------------------

                                                                                               Three Months Ended                                                                                                                                                Six Months Ended
(dollars in thousands, except share                  June 30,                    March 31,                   December 31,                    September 30,                    June 30,                    June 30,                    June 30,
and per share data)                                    2020                        2020                          2019                            2019                           2019                        2020                        2019
Total interest income               $     34,222                $     36,244                $     37,877                   $     37,964                      $     36,844                $     70,466                $     71,843
Adjustments:
Fully-taxable equivalent
adjustments 1                              1,437                       1,535                       1,570                          1,595                             1,612                       2,972                       3,169
Total interest income - FTE         $     35,659                $     37,779                $     39,447                   $     33,326                      $     38,456                $     73,438                $     75,012

Net interest income                 $     14,426                $     15,018                $     15,374                   $     15,244                      $     16,105                $     29,444                $     32,349
Adjustments:
Fully-taxable equivalent
adjustments 1                              1,437                       1,535                       1,570                          1,595                             1,612                       2,972                       3,169
Net interest income - FTE           $     15,863                $     16,553                $     16,944                   $     16,839                      $     17,717                $     32,416                $     35,518

Net interest margin                         1.37  %                     1.50  %                     1.51  %                        1.54  %                           1.73  %                     1.43  %                     1.79  %
Effect of fully-taxable equivalent
adjustments 1                               0.13  %                     0.15  %                     0.16  %                        0.16  %                           0.18  %                     0.15  %                     0.18  %
Net interest margin - FTE                   1.50  %                     1.65  %                     1.67  %                        1.70  %                           1.91  %                     1.58  %                     1.97  %

Allowance for loan losses           $     24,465                $     22,857                $     21,840                   $     21,683                      $     19,976                $     24,465                $     19,976

Loans                               $  2,973,674                $  2,892,093                $  2,963,547                   $  2,881,272                      $  2,861,156                $  2,973,674                $  2,861,156
Adjustments:
   PPP loans                             (58,948)                          -                           -                              -                                 -                     (58,948)                          -
Loans, excluding PPP loans          $  2,914,726                $  2,892,093                $  2,963,547                   $  2,881,272                      $  2,861,156                $  2,914,726                $  2,861,156

Allowance for loan losses to loans          0.82  %                     0.79  %                     0.74  %                        0.75  %                           0.70  %                     0.82  %                     0.70  %
Effect of PPP loans                         0.02  %                     0.00  %                     0.00  %                        0.00  %                           0.00  %                     0.02  %                     0.00  %
Allowance for loan losses to loans,
excluding PPP loans                         0.84  %                     0.79  %                     0.74  %                        0.75  %                           0.70  %                     0.84  %                     0.70  %


1 Assuming a 21% tax rate

Critical Accounting Policies and Estimates

There have been no material changes in the Company's critical accounting policies or estimates from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2019.

Recent Accounting Pronouncements

Refer to Note 16 to the condensed consolidated financial statements.

Off-Balance Sheet Arrangements



In the ordinary course of business, the Company enters into financial
transactions to extend credit, interest rate swap agreements and forms of
commitments that may be considered off-balance sheet arrangements. Interest rate
swaps are arranged to receive hedge accounting treatment and are classified as
either fair value or cash flow hedges. Fair value hedges are purchased to
convert certain fixed rate assets to floating rate. Cash flow hedges are used to
convert certain variable rate liabilities into fixed rate liabilities. In June
2020, the Company terminated all fair value hedging instruments associated with
loans. At June 30, 2020 and December 31, 2019, the Company had interest rate
swaps with notional amounts of $298.2 million and $725.6 million, respectively.
Additionally, we enter into forward contracts relating to our mortgage banking
business to hedge the exposures we have from commitments to extend new
residential mortgage loans to our customers and from our mortgage loans
held-for-sale. At June 30, 2020 and December 31, 2019, the Company had
commitments to sell residential real estate loans of $11.7 million and $115.0
million, respectively. These contracts mature in less than one year. Refer to
Note 14 to the condensed consolidated financial statements for additional
information about derivative financial instruments.

                                       64

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses