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 and our Annual Report on Form 10-K for the year ended
December 31, 2021 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.

                                       43
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Overview

First Internet Bancorp ("we," "our," "us," or the "Company") is a bank holding
company with $4.1 billion in total assets as of June 30, 2022, 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., an Indiana corporation that 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, a Delaware limited liability
company that manages other real estate owned ("OREO") properties as needed; and
SPF15, Inc., an Indiana corporation that owns real estate used primarily for the
Bank's principal office.

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 digital channels on a nationwide basis and
have no traditional branch offices. Our residential mortgage products are
offered nationwide primarily through a digital direct-to-consumer platform and
are supplemented with Central Indiana-based mortgage and construction lending.
Our consumer lending products are primarily originated on a nationwide basis
through relationships with dealerships and financing partners.

Our commercial banking products and services are delivered through a
relationship banking model and include commercial and industrial ("C&I"),
construction and investor commercial real estate, single tenant lease financing,
public finance, healthcare finance, small business lending, franchise finance
and commercial deposits and treasury management. Our C&I team provides credit
solutions such as lines of credit, term loans, owner-occupied commercial real
estate loans and corporate credit cards on a regional basis to commercial
borrowers primarily in the Midwest and Southwest regions of the United States.We
primarily offer construction and investor commercial real estate loans within
Central Indiana or on a regional basis and single tenant lease financing on a
nationwide basis. 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 Provide, Inc. (formerly known as Lendeavor, Inc.), a
San Francisco-based technology-enabled lender to healthcare practices, which
provided lending on a nationwide basis for healthcare practice finance or
acquisition, acquisition or refinancing of owner-occupied commercial real estate
and equipment purchases. In the third quarter 2021, Provide was acquired by a
super-regional financial institution. Subsequent to Provide being acquired, the
acquiring institution has retained most, if not all, of Provide's loan
origination activity and our healthcare finance loan balances have declined. Our
franchise finance business was established in July 2021 in conjunction with our
business relationship with ApplePie Capital, a financial technology ("fintech")
company that specializes in providing financing to franchisees in various
industry segments. 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.

We believe that we can differentiate ourselves from larger financial
institutions by providing a full suite of services to emerging small businesses
and entrepreneurs on a nationwide basis. We have hired and continue to recruit
experienced small business sales, credit and operations personnel to expand our
capabilities in small business lending and U.S. government guaranteed lending
programs. We continue to scale up this business with the goal of driving
increased earnings and profitability in future periods.

We plan to expand our fintech partnerships. With the rapid evolution of
technology that enables consumers and small businesses to manage their finances
digitally, fintechs are addressing a significantly growing marketplace. Fintechs
have created robust digital offerings, unburdened by legacy technology
architecture, to address growing customer expectations. Through partnerships
with selected fintechs, we believe our ability to win and retain consumer and
small business relationships will be significantly enhanced. Furthermore, we
believe partnering with select fintechs will allow us to further diversify our
revenue sources, acquire lower-cost deposits and pursue additional asset
generation capabilities.

                                       44
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Results of Operations



During the second quarter 2022, net income was $9.5 million, or $0.99 per
diluted share, compared to second quarter 2021 net income of $13.1 million, or
$1.31 per diluted share, representing a decrease in net income of $3.6 million,
or 27.1%, and a decrease in diluted earnings per share of $0.32, or 24.4%.
During the six months ended June 30, 2022, net income was $20.8 million, or
$2.13 per diluted share, compared to the six months ended June 30, 2021 net
income of $23.5 million, or $2.36 per diluted share, resulting in a decrease in
net income of $2.8 million, or 11.9%, and a decrease in diluted earnings per
share of $0.23, or 9.7%.

The $3.6 million decrease in net income for the second quarter 2022 compared to the second quarter 2021 was due primarily to a decrease of $4.6 million, or 51.9%, in noninterest income, an increase of $2.9 million, or 19.3%, in noninterest expense and an increase of $1.2 million, in provision for loan losses, partially offset by an increase of $4.1 million, or 18.9%, in net interest income, and a decrease of $1.1 million, or 46.2%, in income tax expense.



The $2.8 million decrease in net income for the six months ended June 30, 2022
compared to the six months ended June 30, 2021 was due primarily to an increase
of $6.4 million, or 21.0% in noninterest expense, a decrease of $6.2 million, or
35.8%, in noninterest income and an increase of $0.7 million, or 52.4%, in
provision for loan losses, partially offset by an increase of $9.3 million, or
22.1%, in net interest income and a decrease of $1.2 million, or 27.5%, in
income tax expense.

During the second quarter 2022, return on average assets ("ROAA"), return on
average shareholders' equity ("ROAE"), and return on average tangible common
equity ("ROATCE") were 0.93%, 10.23%, and 10.36%, respectively, compared to
1.25%, 14.88%, and 15.09%, respectively, for the second quarter 2021. During the
six months ended June 30, 2022, ROAA, ROAE and ROATCE were 1.01%, 11.09%, and
11.23%, respectively, compared to 1.13%, 13.78%, and 13.97%, respectively, for
the six months ended June 30, 2021.

During the second quarter 2022, the Company paid a $0.5 million discretionary
inflation bonus to certain employees, recognized accelerated equity compensation
expense of $0.3 million related to several retirements and incurred $0.1 million
of acquisition-related expenses. Excluding these items, adjusted net income for
the second quarter 2022 was $10.3 million and adjusted diluted earnings per
share was $1.06. Additionally, for the second quarter 2022, adjusted ROAA,
adjusted ROAE and adjusted ROATCE were 1.00%, 11.01% and 11.15%, respectively.

During the second quarter 2021, the Company recognized a $2.5 million pre-tax
gain on sale of its corporate headquarters. Excluding this item, adjusted net
income for the second quarter 2021 was $11.1 million, or $1.11 per diluted
share. Additionally, for the second quarter 2021, adjusted ROAA, adjusted ROAE
and adjusted ROATCE were 1.06%, 12.62% and 12.79%, respectively.

During the six months ended June 30, 2022, the Company recognized a nonrecurring
consulting fee associated with a special project of $0.9 million, paid a $0.5
million discretionary inflation bonus to certain employees, recognized
accelerated equity compensation expense of $0.3 million related to several
retirements and incurred acquisition-related expenses of $0.3 million. Excluding
these items, adjusted net income for the six months ended June 30, 2022 was
$22.3 million and adjusted diluted earnings per share was $2.28. Additionally,
for the six months ended June 30, 2022, adjusted ROAA, adjusted ROAE and
adjusted ROATCE were 1.08%, 11.92% and 12.07%, respectively.

During the six months ended June 30, 2021, the Company recognized a $2.5 million
pre-tax gain on sale of its corporate headquarters. Excluding this item,
adjusted net income for the six months ended June 30, 2021 was $21.6 million, or
$2.16 per diluted share. Additionally, for the six months ended June 30, 2021,
adjusted ROAA, adjusted ROAE and adjusted ROATCE were 1.04%, 12.62% and 12.79%,
respectively.

Refer to the "Reconciliation of Non-GAAP Financial Measures" section of Part I, Item 2 of this report, Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information.


                                       45
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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.

                                                                                                                                        Three Months Ended
                                                                   June 30, 2022                                                          March 31, 2022                                                           June 30, 2021
                                                                      Interest                                                                Interest                                                                Interest
(in thousands)                             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                      $      3,019,891          $     32,415                    4.31  %       $      2,976,037          $     33,188                    4.52  %       $      3,016,330          $     30,835                    4.10  %
Securities - taxable                              543,422                 2,567                    1.89  %                567,776                 2,221                    1.59  %                490,634                 1,921                    1.57  %

Securities - non-taxable                           76,974                   328                    1.71  %                 80,952                   249                    1.25  %                 84,050                   259                    1.24  %
Other earning assets                              322,302                   796                    0.99  %                455,960                   376                    0.33  %                509,735                   362                    0.28  %
Total interest-earning assets                   3,962,589                36,106                    3.65  %              4,080,725                36,034                    3.58  %              4,100,749                33,377                    3.26  %

Allowance for loan losses                         (28,599)                                                                (27,974)                                                                (30,348)
Noninterest-earning assets                        163,875                                                                 162,167                                                                 136,565
Total assets                             $      4,097,865                                                        $      4,214,918                                                        $      4,206,966

Liabilities
Interest-bearing liabilities
Interest-bearing demand deposits         $        348,274          $        466                    0.54  %       $        318,281          $        412                    0.52  %       $        192,777          $        143                    0.30  %
Savings accounts                                   66,657                    68                    0.41  %                 60,616                    53                    0.35  %                 55,811                    49                    0.35  %
Money market accounts                           1,427,665                 1,921                    0.54  %              1,454,436                 1,503                    0.42  %              1,416,406                 1,462                    0.41  %
BaaS - brokered deposits                           71,234                   154                    0.87  %                 12,111                     6                    0.20  %                      -                     -                    0.00  %
Certificates and brokered deposits              1,104,592                 3,799                    1.38  %              1,225,976                 4,123                    1.36  %              1,444,171                 6,051                    1.68  %
Total interest-bearing deposits                 3,018,422                 6,408                    0.85  %              3,071,420                 6,097                    0.81  %              3,109,165                 7,705                    0.99  %
Other borrowed funds                              583,553                 4,018                    2.76  %                619,191                 4,187                    2.74  %                584,751                 4,065                    2.79  %
Total interest-bearing liabilities              3,601,975                10,426                    1.16  %              3,690,611                10,284                    1.13  %              3,693,916                11,770                    1.28  %
Noninterest-bearing deposits                      108,980                                                                 112,248                                                                  98,207
Other noninterest-bearing
liabilities                                        12,636                                                                  31,292                                                                  61,949
Total liabilities                               3,723,591                                                               3,834,151                                                               3,854,072

Shareholders' equity                              374,274                                                                 380,767                                                                 352,894
Total liabilities and
shareholders' equity                     $      4,097,865                                                        $      4,214,918                                                        $      4,206,966

Net interest income                                                $     25,680                                                            $     25,750                                                            $     21,607

Interest rate spread 1                                                                   2.49%                                                                   2.45%                                                                             1.98  %
Net interest margin 2                                                                    2.60%                                                                   2.56%                                                                             2.11  %
Net interest margin - FTE 3                                                              2.74%                                                                   2.69%                                                                             2.25  %



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
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                                                                                                          Six Months Ended
                                                                         June 30, 2022                                                         June 30, 2021
                                                                             Interest                                                              Interest
(in thousands)                                    Average Balance           /Dividends            Yield /Cost           Average Balance           /Dividends            Yield /Cost
Assets
Interest-earning assets
Loans, including
loans held-for-sale                             $      2,998,085          $     65,603                  4.41  %       $      3,047,560          $     61,720                  4.08  %
Securities - taxable                                     555,533                 4,788                  1.74  %                476,049                 3,700                  1.57  %
Securities - non-taxable                                  78,952                   577                  1.47  %                 85,581                   540                  1.27  %
Other earning assets                                     388,760                 1,172                  0.61  %                478,065                   697                  0.29  %
Total interest-earning assets                          4,021,330                72,140                  3.62  %              4,087,255                66,657                  3.29  %

Allowance for loan losses                                (28,288)                                                              (30,117)
Noninterest-earning assets                               163,026                                                               133,074
Total assets                                    $      4,156,068                                                      $      4,190,212

Liabilities
Interest-bearing liabilities
Interest-bearing demand deposits                $        333,361          $        878                  0.53  %       $        186,795          $        276                  0.30  %
Savings accounts                                          63,653                   121                  0.38  %       $         50,950                    89                  0.35  %
Money market accounts                                  1,440,976                 3,425                  0.48  %              1,393,145                 2,853                  0.41  %
BaaS - brokered deposits                                  41,836                   160                  0.77  %                      -                     -                  0.00  %
Certificates and brokered deposits                     1,164,949                 7,921                  1.37  %              1,481,667                13,115                  1.78  %
Total interest-bearing deposits                        3,044,775                12,505                  0.83  %              3,112,557                16,333                  1.06  %
Other borrowed funds                                     601,274                 8,205                  2.75  %                584,268                 8,192                  2.83  %
Total interest-bearing liabilities                     3,646,049                20,710                  1.15  %              3,696,825                24,525                  1.34  %
Noninterest-bearing deposits                             110,605                                                                94,506
Other noninterest-bearing liabilities                     21,910                                                                54,403
Total liabilities                                      3,778,564                                                             3,845,734

Shareholders' equity
Total liabilities and shareholders'
equity                                                   377,504                                                               344,478
                                                $      4,156,068                                                      $      4,190,212
Net interest income
                                                                          $     51,430                                                          $     42,132
Interest rate spread 1                                                                          2.47%                                                                 1.95%
Net interest margin 2                                                                           2.58%                                                                 2.08%
Net interest margin - FTE 3                                                                     2.71%                                                                 2.21%



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.
                                       47
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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, 2022 vs. 

March 31, Three Months Ended June 30, 2022 vs. June 30, Six Months Ended June 30, 2022 vs. June 30, 2021


                                                2022 Due to Changes in                                2021 Due to Changes in                                  Due to Changes in
(in thousands)                         Volume              Rate              Net             Volume             Rate             Net              Volume              Rate              Net
Interest income
Loans, including loans
held-for-sale                       $    2,823          $ (3,596)         $ (773)         $      36          $ 1,544          $ 1,580          $   (2,714)         $  6,597          $ 3,883
Securities - taxable                      (567)              913             346                223              423              646                 660               428            1,088
Securities - non-taxable                   (79)              158              79               (131)             200               69                (100)              137               37
Other earning assets                      (716)            1,136             420               (862)           1,296              434                (374)              849              475
Total                                    1,461            (1,389)             72               (734)           3,463            2,729              (2,528)            8,011            5,483

Interest expense
Interest-bearing deposits                 (556)              867             311               (222)          (1,075)          (1,297)               (349)           (3,479)          (3,828)
Other borrowed funds                      (370)              201            (169)                (7)             (40)             (47)                480              (467)              13
Total                                     (926)            1,068             142               (229)          (1,115)          (1,344)                131            (3,946)          (3,815)

(Decrease) increase in net
interest income                     $    2,387          $ (2,457)         $  (70)         $    (505)         $ 4,578          $ 4,073          $   (2,659)         $ 11,957          $ 9,298



Net interest income for the second quarter 2022 was $25.7 million, an increase
of $4.1 million, or 18.9%, compared to $21.6 million for the second quarter
2021. The increase in net interest income was the result of a $2.7 million, or
8.2% increase in total interest income to $36.1 million for the second quarter
2022 from $33.4 million for the second quarter 2021, as well as a $1.3 million,
or 11.4%, decrease in total interest expense to $10.4 million for the second
quarter 2022 from $11.8 million for the second quarter 2021.

Net interest income for the six months ended June 30, 2022 was $51.4 million, an
increase of $9.3 million, or 22.1%, compared to $42.1 million for the six months
ended June 30, 2021. The increase in net interest income was the result of a
$5.5 million, or 8.2%, increase in total interest income to $72.1 million for
the six months ended June 30, 2022 from $66.7 million for the six months ended
June 30, 2021, as well as a $3.8 million, or 15.6%, decrease in total interest
expense to $20.7 million for the six months ended June 30, 2022 from $24.5
million for the six months ended June 30, 2021.

The increase in total interest income for the second quarter 2022 compared to
second quarter 2021 was due primarily to a $1.6 million, or 5.1%, increase in
interest earned on loans, a $0.7 million, or 32.8%, increase in interest earned
on securities and a $0.4 million, or 119.9%, increase in income from other
earning assets. The increase in income from loans was primarily due to a 21 bp
increase in the yield earned on loans as the average balance of loans was
relatively flat compared to the second quarter 2021. The average balance of
securities increased $45.7 million, or 8.0%, and the yield earned on the
securities portfolio increased 35 bps for the second quarter 2022 compared to
the second quarter 2021. In addition, the yield earned on other earning assets
increased 71 bps, partially offset by a decrease in the average balance of other
earning assets of $187.4 million, or 36.8%. The decrease in the average balance
of other earning assets was due primarily to lower cash balances.

The increase in total interest income from the six months ended June 30, 2022
compared to the six months ended June 30, 2021 was due primarily to a $3.9
million, or 6.3%, increase in interest earned on loans, a $1.1 million, or
26.5%, increase in interest earned on securities and a $0.5 million, or 68.1%,
increase in income from other earning assets. The increase in income from loans
was due primarily to a 33 bp increase in the yield earned on loans, partially
offset by a $49.5 million, or 1.6%, decrease in the average balance of loans.
The average balance of securities increased $72.9 million, or 13.0%, and the
yield earned on the securities portfolio increased 19 bps for the six months
ended June 30, 2022 compared to the six months ended June 30, 2021. In addition,
the yield earned on other earning assets increased 32 bps, partially offset by a
decrease in the average balance of other earning assets of $89.3 million, or
18.7%. The decrease in the average balance of other earning assets was due
primarily to lower cash balances.
                                       48
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The decrease in total interest expense for the second quarter 2022 compared to
the second quarter 2021 was due primarily to a $2.3 million, or 37.2%, decrease
in interest expense related to certificates and brokered deposits, partially
offset by an increase of $0.5 million, or 31.4%, in interest expense associated
with money market accounts and a $0.3 million, or 225.9%, increase in interest
expense associated with interest-bearing demand deposits. Additionally, the
Company added Banking-as-a-service deposits in 2022, which increased interest
expense by $0.2 million. Interest expense on certificates and brokered deposits
decreased due to a decline of 30 bps in the cost of these deposits, as well as a
$339.6 million, or 23.5%, 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 interest expense related to money market accounts was driven
primarily by an increase of 13 bps in the cost of these deposits, as well as an
increase in the average balance of these deposits of $11.3 million, or 0.8%. The
increase in interest expense related to interest-bearing demand deposits was due
primarily to approximately $100.0 million in deposits with a contractual term of
five years and a fixed rate of 1.15% pursuant to a new customer relationship in
2022.

The decrease in total interest expense for the six months ended June 30, 2022
compared to the six months ended June 30, 2021 was driven primarily by a $5.2
million, or 39.6%, decrease in interest expense related to certificates and
brokered deposits, partially offset by a $0.6 million, or 218.1%, increase in
interest expense associated with interest-bearing demand deposits and a $0.6
million, or 20.1%, increase in interest expense associated with money market
accounts. Additionally, the Company added Banking-as-a-service deposits in 2022,
which increased interest expense by $0.2 million. Interest expense on
certificates and brokered deposits decreased due to a decline of 41 bps in the
cost of these deposits, as well as a $316.7 million, or 21.4%, decrease in
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 interest expense related to
interest-bearing demand deposits was due primarily to approximately $100.0
million in deposits with a contractual term of five years and a fixed rate of
1.15% pursuant to a new customer relationship in 2022. The increase in interest
expense related to money market accounts was driven primarily by an increase of
7 bps in the cost of these deposits, as well as an increase in the average
balance of these deposits of $47.8 million, or 3.4%.

Overall, the cost of total interest-bearing liabilities for the second quarter
2022 declined 12 bps to 1.16% from 1.28% for the second quarter 2021.
Additionally, the cost of total interest-bearing liabilities for the six months
ended June 30, 2022 declined 23 bps to 1.15% from 1.34% for the six months ended
June 30, 2021. The decline in the cost of funds for both the second quarter 2022
and the six months ended June 30, 2022 reflects the net maturities of higher
cost certificates and brokered deposits and the continued shift in the deposit
composition from certificates and brokered deposits to lower cost non-maturity
deposit accounts.

Net interest margin ("NIM") was 2.60% for the second quarter 2022 compared to
2.11% for the second quarter 2021, an increase of 49 bps. On a fully-taxable
equivalent ("FTE") basis, NIM was 2.74% for the second quarter 2022 compared to
2.25% for the second quarter 2021, an increase of 49 bps. The increase in second
quarter 2022 NIM and FTE NIM compared to the second quarter 2021 reflects the
decrease in the cost of funds and increase in earning asset yields noted above.

NIM was 2.58% for the six months ended June 30, 2022 compared to 2.08% for the
six months ended June 30, 2021, and increase of 50 bps. On a fully-taxable
equivalent basis, NIM was 2.71% for the six months ended June 30, 2022, compared
to 2.21% for the six months ended June 30, 2021, an increase of 50 bps. The
increase in NIM for the six months ended June 30, 2022 compared to the six
months ended June 30, 2021 reflects the decrease in the cost of funds and
increase in earning asset yields noted above.


                                       49
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Noninterest Income

The following table presents noninterest income for the last five completed fiscal quarters and the six months ended June 30, 2022 and 2021.



                                                               Three Months Ended                                                    Six Months Ended
                         June 30,           March 31,           December 31,           September 30,          June 30,          June 30,          June 30,
(in thousands)             2022               2022                  2021                   2021                 2021              2022              2021
Service charges and
fees                    $    281          $      316          $         292          $          276          $    280          $    597          $    546
Loan servicing revenue       620                 585                    544                     511               457             1,205               879
Loan servicing asset
revaluation                 (470)               (297)                  (400)                   (274)             (240)             (767)             (395)
Mortgage banking
activities                 1,710               1,873                  2,776                   3,850             2,674             3,583             

8,424


Gain on sale of loans      1,952               3,845                  4,137                   2,719             3,019             5,797             4,742

Gain on sale of
premises and equipment         -                   -                      -                       -             2,523                 -             2,523
Other                        221                 498                    345                     731               249               719               618
Total noninterest

income                  $  4,314          $    6,820          $       7,694          $        7,813          $  8,962          $ 11,134          $ 17,337



During the second quarter 2022, noninterest income was $4.3 million,
representing a decrease of $4.6 million, or 51.9%, compared to $9.0 million for
the second quarter 2021. The decrease in noninterest income was due to a $2.5
million gain on sale of premises and equipment resulting from the sale of the
Company's former headquarters in the second quarter 2021, as well as a decrease
of $1.1 million, or 35.3%, in gain on sale of loans and a decrease of $1.0
million, or 36.1%, in revenue from mortgage banking activities during the second
quarter 2022 compared to the second quarter 2021. The decrease in gain on sale
on loans was due to a decrease in the volume of U.S. SBA 7(a) guaranteed loan
sales, as well as lower net gain on sale premiums. The decline in mortgage
banking revenue was due primarily to decreases in interest rate locks, sold loan
volumes and gain-on-sale margins.

During the six months ended June 30, 2022, noninterest income was $11.1 million,
a decrease of $6.2 million, or 35.8%, compared to $17.3 million for the six
months ended June 30, 2021. The decrease in noninterest income was due primarily
to a decrease in mortgage banking revenue of $4.8 million, or 57.5%, and a $2.5
million gain on sale of premises and equipment resulting from the sale of the
Company's former headquarters in the second quarter 2021, partially offset by a
$1.1 million, or 22.2%, increase in gain on sale of loans. The decrease in
mortgage banking activities was due mainly to a decrease in interest rate locks,
sold loan volume and gain-on-sale margins. The increase in gain on sale of loans
was due to an increase in the volume of U.S. SBA 7(a) guaranteed loan sales, as
well as a $0.4 million gain on the sale of $14.4 million of single tenant lease
financing loans in 2022.

Noninterest Expense

The following table presents noninterest expense for the last five completed fiscal quarters and the six months ended June 30, 2022 and 2021.



                                                             Three Months Ended                                                    Six Months Ended
                        June 30,          March 31,           December 31, 

September 30, June 30, June 30, June 30, (in thousands)

            2022               2022                 2021                   2021                 2021              2022              2021
Salaries and employee
benefits               $ 10,832          $   9,878          $      10,183          $        9,316          $  9,232          $ 20,710          $ 18,724
Marketing, advertising
and promotion               920                756                    896                     813               872             1,676             1,552
Consulting and
professional services     1,197              1,925                  1,262                     728             1,078             3,122             2,064
Data processing             490                449                    425                     380               382               939               844
Loan expenses               693              1,582                    654                     383               541             2,275             1,075
Premises and equipment    2,419              2,540                  2,188                   1,687             1,587             4,959             3,188
Deposit insurance
premium                     287                281                    283                     230               275               568               700

Other                     1,147              1,369                  1,064                     914             1,108             2,516             2,245
Total noninterest
expense                $ 17,985          $  18,780          $      16,955          $       14,451          $ 15,075          $ 36,765          $ 30,392



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Noninterest expense for the second quarter 2022 was $18.0 million, compared to
$15.1 million for the second quarter 2021. The increase of $2.9 million, or
19.3%, was due primarily to increases of $1.6 million in salaries and employee
benefits, $0.8 million in premises and equipment and $0.2 million in loan
expenses. The higher salaries and employee benefits expense was due mainly to a
$0.5 million discretionary inflation bonus paid to certain employees, $0.3
million of accelerated equity compensation related to employees who retired
during the quarter and an increase in headcount, partially offset by lower
incentive compensation due to decreased mortgage origination volume. The
increase in premises and equipment was primarily related to costs associated
with the Company's new corporate headquarters, as well as investments in
technology and software maintenance expense. The increase in loan expenses was
due mainly to servicing fees related to franchise finance loans.

Noninterest expense for the six months ended June 30, 2022 was $36.8 million,
compared to $30.4 million for the six months ended June 30, 2021. The increase
of $6.4 million, or 21.0%, was due primarily to increases of $2.0 million in
salaries and employee benefits, $1.8 million in premises and equipment, $1.2
million in loan expenses, $1.1 million in consulting and professional fees and
$0.3 million in other expense. The higher salaries and employee benefits expense
was due primarily to an increase in headcount, as well as the discretionary
inflation bonus and accelerated equity compensation mentioned above, partially
offset by lower incentive compensation due to decreased mortgage origination
volume. The increase in premises and equipment was due mainly to costs
associated with the Company's new corporate headquarters, as well as investments
in technology and software maintenance expense. The increase in loan expenses
was due primarily to servicing fees related to tax refund advance loans and
franchise finance loans. The increase in consulting and professional fees was
due primarily to a $0.9 million consulting fee associated with a special
project.

Income tax provision was $1.3 million for the second quarter 2022, resulting in
an effective tax rate of 11.8%, compared to a tax provision of $2.4 million for
the second quarter 2021 and an effective tax rate of 15.4%. Income tax provision
was $3.1 million for the six months ended June 30, 2022, resulting in an
effective tax rate of 12.9%, compared to an income tax provision of $4.2
million, or an effective tax rate of 15.2%, for the six months ended June 30,
2021. The lower income tax provision and effective tax rate during the three and
six months ended June 30, 2022 is the result of the decline in noninterest
income, resulting in a higher proportion of tax exempt income to total pre-tax
income.

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:                                2022                 2022                 2021                   2021                   2021
Total assets                                  $ 4,099,806          $ 4,225,397          $  4,210,994          $    4,252,292          $ 4,204,642
Loans                                           3,082,127            2,880,780             2,887,662               2,936,148            2,957,608
Total securities                                  610,602              628,658               662,609                 696,136              729,178

Loans held-for-sale                                31,580               33,991                47,745                  43,970               27,587
Noninterest-bearing deposits                      126,153              119,196               117,531                 110,117              113,996
Interest-bearing deposits                       3,025,948           

3,098,783             3,061,428               3,114,478            3,092,151
Total deposits                                  3,152,101            3,217,979             3,178,959               3,224,595            3,206,147
Advances from Federal Home Loan Bank              464,925              514,923               514,922                 514,920              514,919
Total shareholders' equity                        365,332              374,655               380,338                 370,442              358,641



Total assets decreased $111.2 million, or 2.6%, to $4.1 billion at June 30, 2022
compared to $4.2 billion at December 31, 2021. The decrease is due primarily to
decreases in cash balances and the fair value of total securities balances,
partially offset by an increase in loan balances.

As of June 30, 2022, total shareholders' equity was $365.3 million, a decrease
of $15.0 million, or 3.9%, compared to December 31, 2021, due primarily to stock
repurchase activity and an increase in accumulated other comprehensive loss
resulting from a decline in the value of the available-for-sale securities
portfolio caused by the continued rise in interest rates during the year. This
was partially offset by the net income earned during the year and an increase in
the value of interest rate swaps classified as cash flow hedges. Tangible common
equity totaled $360.6 million as of June 30, 2022, representing a decrease of
$15.0 million, or 4.0%, compared to December 31, 2021. The ratio of total
shareholders' equity to total assets decreased to 8.91% as of June 30, 2022 from
9.03% as of December 31, 2021, and the ratio of tangible common equity to
tangible assets decreased to 8.81% as of June 30, 2022 from 8.93% as of December
31, 2021.

Book value per common share decreased 0.4% to $38.85 as of June 30, 2022 from
$38.99 as of December 31, 2021. Tangible book value per share decreased 0.4% to
$38.35 as of June 30, 2022 from $38.51 as of December 31, 2021. The
                                       51
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decline in both book value per common share and tangible book value per share
reflects the declines in total shareholders' equity and tangible common equity.
Refer to the "Reconciliation of Non-GAAP Financial Measures" section of Part I,
Item 2 of this report, Management's Discussion and Analysis of Financial
Condition and Results of Operations for additional information.


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)                  2022                                    2022                                    2021                                     2021                                    2021
Commercial loans
Commercial and industrial $   110,540                3.6  %       $    99,808                3.5  %       $    96,008                3.3  %       $    107,142                3.6  %       $    96,203                3.3  %
Owner-occupied commercial
real estate                    61,277                2.0  %            56,752                2.0  %            66,732                2.3  %             84,819                2.9  %            87,136                2.9  %
Investor commercial real
estate                         52,648                1.7  %            34,627                1.2  %            28,019                1.0  %             28,505                1.0  %            28,871                1.0  %
Construction                  143,475                4.7  %           149,662                5.2  %           136,619                4.7  %            115,414                3.9  %           117,970                4.0  %
Single tenant lease
financing                     867,181               28.1  %           852,519               29.6  %           865,854               30.0  %            921,998               31.5  %           913,115               30.9  %
Public finance                613,759               19.9  %           587,817               20.4  %           592,665               20.5  %            601,738               20.5  %           612,138               20.7  %
Healthcare finance            317,180               10.3  %           354,574               12.3  %           387,852               13.4  %            417,388               14.2  %           455,890               15.3  %
Small business lending        102,724                3.3  %            97,040                3.4  %           108,666                3.8  %            102,889                3.5  %           123,293                4.2  %
Franchise finance             168,942                5.5  %           107,246                3.7  %            81,448                2.8  %             25,598                0.9  %                 -                0.0  %
Total commercial loans      2,437,726               79.1  %         2,340,045               81.3  %         2,363,863               81.8  %          2,405,491               82.0  %         2,434,616               82.3  %
Consumer loans
Residential mortgage          281,124                9.1  %           191,153                6.6  %           186,770                6.5  %            188,750                6.4  %           177,148                6.0  %
Home equity                    19,928                0.6  %            18,100                0.6  %            17,665                0.6  %             17,960                0.6  %            17,510                0.6  %
Other consumer                292,955                9.6  %           270,330                9.4  %           265,478                9.2  %            268,396                9.1  %           271,796                9.2  %
Tax refund advance loans            -                0.0  %             9,177                0.3  %                 -                0.0  %                  -                0.0  %                 -                0.0  %
Total consumer loans          594,007               19.3  %           488,760               16.9  %           469,913               16.3  %            475,106               16.1  %           466,454               15.8  %
Net deferred loan
origination costs,
premiums and discounts on
purchased loans and other
(1)                            50,394                1.6  %            51,975                1.8  %            53,886                1.9  %             55,551                1.9  %            56,538                1.9  %
Total loans                 3,082,127              100.0  %         2,880,780              100.0  %         2,887,662              100.0  %          2,936,148              100.0  %         2,957,608              100.0  %
Allowance for loan losses     (29,153)                                (28,251)                                (27,841)                                 (28,000)                                (28,066)
Net loans                 $ 3,052,974                             $ 2,852,529                             $ 2,859,821                             $  2,908,148                             $ 2,929,542



(1) Includes carrying value adjustments of $35.4 million, $36.4 million, $37.5
million, $38.9 million and $40.4 million related to terminated interest rate
swaps associated with public finance loans as of June 30, 2022, March 31, 2022,
December 31, 2021, September 30, 2021, and June 30, 2021, respectively.


Total loans were $3.1 billion as of June 30, 2022, an increase of $194.5
million, or 6.7%, compared to December 31, 2021. Total commercial loan balances
were $2.4 billion as of June 30, 2022, up $73.9 million, or 3.1%, from December
31, 2021. Total consumer loan balances were $594.0 million as of June 30, 2022,
an increase of $124.1 million, or 26.4%, compared to December 31, 2021. Compared
to December 31, 2021, the increase in commercial loan balances was driven by
growth in franchise finance, investor commercial real estate, public finance,
commercial and industrial and construction loan balances. The increase was
partially offset by payoffs in healthcare finance, small business lending, and
owner-occupied commercial real estate loans. The increase in consumer loans was
due to higher balances in the residential mortgage, recreational vehicles and
trailers loan portfolios.

Franchise finance was established in July 2021 in partnership with ApplePie Capital, a leading provider of growth financing to franchisees in various industry segments across the country. Through this relationship, we have funded $173.8 million in total originations through June 30, 2022.


                                       52
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Asset Quality



Nonperforming loans are comprised of nonaccrual loans and loans 90 days past due
and accruing. Nonperforming assets include nonperforming loans, other real
estate owned 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)                  2022               2022                2021                 2021                2021
Nonaccrual loans
Commercial loans:
Commercial and industrial            $    350          $     610          $       674          $        678          $    692
Owner-occupied commercial real
estate                                  1,661              3,267                3,419                 3,429             3,487

Single tenant lease financing               -              1,092                1,100                 1,100             2,373
Small business lending (1)              1,297                881                  959                 1,351             1,209

Total commercial loans                  3,308              5,850                6,152                 6,558             7,761
Consumer loans:
Residential mortgage                    1,201              1,207                1,226                 1,253             1,253
Home equity                                14                 14                   14                    14                14
Other consumer                              4                 13                    9                    26                10
Total consumer loans                    1,219              1,234                1,249                 1,293             1,277
Total nonaccrual loans                  4,527              7,084                7,401                 7,851             9,038

Past Due 90 days and accruing loans



Total past due 90 days and accruing
loans                                       -                  -                    -                     -                 -

Total nonperforming loans               4,527              7,084                7,401                 7,851             9,038

Other real estate owned
Single tenant lease financing               -                  -                1,188                 1,188             1,188
Residential mortgage                        -                  -                    -                     -               112
Total other real estate owned               -                  -                1,188                 1,188             1,300

Other nonperforming assets                 23                  1                   29                     -                 -

Total nonperforming assets           $  4,550          $   7,085          $ 

8,618 $ 9,039 $ 10,338



Total nonperforming loans to total
loans(2)                                 0.15  %            0.25  %              0.26  %               0.27  %           0.31  %
Total nonperforming assets to total
assets(2)                                0.11  %            0.17  %              0.20  %               0.21  %           0.25  %
Allowance for loan losses to total
loans                                    0.95  %            0.98  %              0.96  %               0.95  %           0.95  %
Nonaccrual loans to total loans          0.15  %            0.25  %              0.26  %               0.27  %           0.31  %
Allowance for loan losses to
nonperforming loans(2)                  644.0  %           398.8  %             376.2  %              356.6  %          310.5  %


1 Balance represents U.S. government guaranteed loans. 2 Includes the impact of nonperforming small business lending loans, which are guaranteed by the U.S. government.




Total nonperforming loans declined $2.9 million, or 38.8%, to $4.5 million as of
June 30, 2022 compared to $7.4 million as of December 31, 2021 due primarily to
upgrades and payoffs in the owner-occupied commercial real estate and commercial
and industrial loan portfolios. Total nonperforming assets declined $4.1
million, or 47.2%, as of June 30, 2022, compared to December 31, 2021, due
primarily to the upgrades and payoffs discussed above as well as the decline in
other real estate owned ("OREO") discussed below.

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Troubled Debt Restructurings

The following table provides a summary of troubled debt restructurings for the last five completed fiscal quarters.



                                        June 30,           March 31,           December 31,           September 30,           June 30,
(in thousands)                            2022               2022                  2021                   2021                  2021
Troubled debt restructurings -
nonaccrual                            $   2,389          $    2,440

$ 2,492 $ 2,550 $ 2,581 Troubled debt restructurings - performing

                                2,425               2,418                  1,693                     843              1,179

Total troubled debt restructurings $ 4,814 $ 4,858

$ 4,185 $ 3,393 $ 3,760





Total TDRs as of June 30, 2022 were $4.8 million, up $0.6 million from December
31, 2021. The increase was driven by one residential mortgage loan that became a
TDR in 2022.

   As of June 30, 2022, the Company did not own any OREO. As of December 31,
2021, the Company had one single tenant lease financing property in OREO with a
carrying value of $1.2 million. During the first quarter 2022, the Company
reached a settlement agreement with the guarantor, which resulted in the Company
recovering $1.2 million in excess of the carrying value of OREO.

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 were in effect from the period beginning March 1, 2020 until January
1, 2022.

  In accordance with this guidance, the Company offered modifications to
borrowers who were both impacted by COVID-19 and current on all principal and
interest payments.   As of June 30, 2022, the Company had one loan totaling $8.0
million in non-TDR loan modifications due to COVID-19.

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. These
loans may be forgiven if certain conditions are satisfied and are fully
guaranteed by the SBA. In 2020, as a preferred SBA lender, we assisted our
clients in participating in the PPP to help them maintain their workforce in an
uncertain and challenging environment. The loans originated in 2020 bear an
interest rate of 1.00%, and we received gross origination fees of approximately
$2.3 million. The Company received this fee revenue from the SBA in late June
2020, and it was deferred over the life of the PPP loans and recognized as
interest income. The Company began processing applications for forgiveness from
this round beginning in December 2020 and 100% of loan balances have been
forgiven as of December 31, 2021.

On December 27, 2020, $285 billion in additional funding was allocated to the
PPP through the passage of the Economic Aid to Hard-Hit Small Businesses,
Nonprofits, and Venues Act. The Company began offering PPP loans again in 2021
and continued until the program's funds were depleted. These loans may be
forgiven if certain conditions are satisfied and are fully guaranteed by the
SBA. The loans originated during 2021 bear an interest rate of 1.00% and the
Company received gross origination fees of approximately $1.3 million. The
Company received this fee revenue from the SBA during 2021, and it is being
deferred over the life of the PPP loans and recognized as interest income. The
Company began processing applications for forgiveness from this round beginning
in May 2021 and 99% of loan balances have been forgiven as of June 30, 2022.

                                       54
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The following table provides a rollforward of the activity of PPP loans through June 30, 2022.



(in thousands, except Number of Loans)          Number of Loans             Principal Balance           Net Deferred Fees
Originated                                               447              $           58,336          $            1,851
Principal repaid                                         (71)                         (7,184)
Net deferred fees recognized                                                                                      (1,253)
Balance, December 31, 2020                               376                          51,152                         598
Originated                                               281                          27,377                       1,125
Principal repaid                                        (634)                        (75,377)
Net deferred fees recognized                                                                                      (1,624)
Balance, December 31, 2021                                23                           3,152                          99
Originated                                                 -                               -                           -
Principal repaid                                         (18)                         (2,149)
Net deferred fees recognized                                                                                         (75)
Balance, March 31, 2022                                    5              $            1,003          $               24
Originated                                                 -                               -                           -
Principal repaid                                          (3)                           (809)
Net deferred fees recognized                                                                                         (19)
Balance, June 30, 2022                                     2              $              194          $                5


Allowance for Loan Losses



The following table provides a rollforward of the allowance for loan losses for
the last five completed fiscal quarters and the six months ended June 30, 2022
and 2021.
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                                                              Three Months Ended                                                     Six Months Ended
                          June 30,          March 31,          December 31,          September 30,           June 30,           June 30,           June 30,
(in thousands)              2022               2022                2021                   2021                 2021               2022               2021
Balance, beginning of
period                  $ 28,251           $ 27,841           $    28,000           $     28,066           $ 30,642           $ 27,841           $ 

29,484


Provision (credit)
charged to expense         1,185                791                  (238)                   (29)                21              1,976              1,297
Losses charged off
Commercial and
industrial                     -                  -                     -                      -                 28                  -                 28

Single tenant lease
financing                      -                  -                     -                      -              2,392                  -              2,392

Small business lending         -                 80                     -                     10                133                 80                212
Residential mortgage           -                  -                     -                      -                  6                  -                  6
Home equity                    -                  -                     -                      -                  -                  -                 51

Other consumer               128                163                   106                    110                131                291                312
Tax refund advance
loans                        372              1,488                     -                      -                  -              1,860                  -
Total losses charged
off                          500              1,731                   106                    120              2,690              2,231              3,001
Recoveries
Commercial and
industrial                     -                  -                     3                      2                  2                  -                 84

Single tenant lease
financing                      -              1,231                     -                      -                  -              1,231                  -

Small business lending         2                 17                    48                     26                  2                 19                  6
Residential mortgage           1                  1                    51                      3                  4                  2                  9
Home equity                  134                  2                     2                      2                  1                136                  3
Other consumer                80                 99                    81                     50                 84                179                184
Total losses charged
off                          217              1,350                   185                     83                 93              1,567                286
Balance, end of period  $ 29,153           $ 28,251           $    27,841           $     28,000           $ 28,066           $ 29,153           $ 28,066

Net charge-offs
(recoveries)            $    283           $    381           $       (79)          $         37           $  2,597           $    664           $  2,715

Net charge-offs
(recoveries) to average
loans (annualized)
Commercial and
industrial                  0.00   %           0.00   %             (0.01  %)              (0.01  %)           0.14   %           0.00   %          (0.16  %)

Single tenant lease
financing                   0.00  %           (0.58  %)              0.00   %               0.00   %           1.04   %          (0.29  %)           

0.52 %



Small business lending      0.00   %           0.23   %             (0.17  %)              (0.05  %)           0.35   %           0.11   %           0.28   %

Total commercial net
charge-offs
(recoveries)                0.00  %           (0.20  %)             (0.01  %)               0.00   %           0.42   %          (0.10  %)           0.21  %
Residential mortgage        0.00   %           0.00   %             (0.11  %)              (0.01  %)           0.00   %              -   %              -   %
Home equity                (1.42  %)          (0.04  %)             (0.04  %)              (0.05  %)          (0.02  %)          (1.48  %)           0.52   %
Other consumer              0.30   %           0.40   %              0.28   %               0.24   %           0.32   %           0.34   %           0.37   %
Tax refund advance
loans                      23.55   %           9.97   %              0.00   %               0.00   %           0.00   %          12.89  %               -   %
Total consumer net
charge-offs
(recoveries)                0.11   %           1.18   %             (0.02  %)               0.05   %           0.04   %           0.71   %           0.07   %
Total net charge-offs
(recoveries) to average
loans                       0.04  %            0.05  %              (0.01  %)               0.01   %           0.35   %           0.05   %           0.18   %
Total net (recoveries)
charge-offs, excluding
tax refund advance

loans                      (0.01  %)          (0.16  %)             (0.01  %)               0.01   %           0.35   %          (0.08)  %           0.18   %



  The allowance for loan losses was $29.2 million as of June 30, 2022, compared
to $27.8 million as of December 31, 2021. The allowance for loan losses as a
percentage of total loans, including and excluding PPP loans, was 0.95% at
June 30,
                                       56
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2022, compared to 0.96%, or 0.97% when excluding PPP loans, at December 31, 2021. The allowance for loan losses as a percentage of nonperforming loans increased to 644.0% as of June 30, 2022, compared to 376.2% as of December 31, 2021.



Net charge-offs of $0.3 million were recognized during the second quarter 2022,
resulting in net charge-offs to average loans of 0.04%, compared to net
charge-offs to average loans of 0.35% for the second quarter 2021. Excluding net
charge-offs related to tax refund advance loans, net recoveries of $0.1 million
were recognized during the second quarter 2022, resulting in net recoveries to
average loans of 0.01%.

The provision for loan losses in the second quarter 2022 was $1.2 million, compared to $21 thousand for the second quarter 2021. The provision for the second quarter 2022 was driven primarily by growth in the loan portfolio.

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                           2022               2022                 2021                   2021                  2021

Securities available-for-sale U.S. Government-sponsored agencies $ 41,542 $ 45,335 $ 50,013 $ 53,380 $ 57,984 Municipal securities

                    71,264             72,420                 75,158                  76,528             77,364
Agency mortgage-backed securities -
residential                            265,196            276,392                377,928                 398,504            410,971
Agency mortgage-backed securities -
commercial                              23,312             24,815                 36,024                  34,109             34,924
Private label mortgage-backed
securities - residential                13,259             15,090                 15,902                  19,997             29,003
Asset-backed securities                  5,000              5,000                  5,000                   5,000              5,000
Corporate securities                    42,655             47,580                 46,482                  48,460             48,447

Total available-for-sale               462,228            486,632                606,507                 635,978            663,693
Securities held-to-maturity
Municipal securities                    13,969             13,981                 13,992                  14,538             14,549
Agency mortgage-backed securities -
residential                            117,749             95,982                      -                       -                  -
Agency mortgage-backed securities -
commercial                               5,838              5,847                      -                       -                  -
Corporate securities                    47,557             47,560                 45,573                  47,591             51,110
Total held-to-maturity                 185,113            163,370                 59,565                  62,129             65,659
Total securities                     $ 647,341          $ 650,002          $     666,072          $      698,107          $ 729,352


                                       57

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(in thousands)
                                       June 30,          March 31,           December 31,           September 30,           June 30,
Approximate Fair Value                   2022               2022                 2021                   2021                  2021

Securities available-for-sale U.S. Government-sponsored agencies $ 40,003 $ 43,847 $ 49,040 $ 52,455 $ 57,135 Municipal securities

                    67,923             72,804                 77,033                  77,450             78,438
Agency mortgage-backed securities -
residential                            237,546            257,682                373,236                 395,105            408,710
Agency mortgage-backed securities -
commercial                              22,207             24,156                 36,326                  34,780             35,784
Private label mortgage-backed
securities - residential                12,479             14,818                 16,021                  20,235             29,363
Asset-backed securities                  4,897              4,986                  5,004                   5,005              5,005
Corporate securities                    40,434             46,995                 46,384                  48,977             49,084

Total available-for-sale               425,489            465,288                603,044                 634,007            663,519
Securities held-to-maturity
Municipal securities                    13,356             14,093                 14,709                  15,319             15,373
Agency mortgage-backed securities -
residential                            109,054             92,939                      -                       -                  -
Agency mortgage-backed securities -
commercial                               5,048              5,420                      -                       -                  -
Corporate securities                    46,561             47,519                 46,759                  49,018             52,685
Total held-to-maturity                 174,019            159,971                 61,468                  64,337             68,058
Total securities                     $ 599,508          $ 625,259          $     664,512          $      698,344          $ 731,577



The approximate fair value of available-for-sale investment securities decreased
$177.6 million, or 29.4%, to $425.5 million as of June 30, 2022, compared to
$603.0 million as of December 31, 2021. The decrease was due primarily to
decreases of $135.7 million in agency mortgage-backed securities - residential,
$14.1 million in agency mortgage-backed securities - commercial, $9.1 million in
municipal securities and $9.0 million in U.S. Government-sponsored agencies. The
decrease in agency mortgage-backed securities - residential and agency
mortgage-backed securities - commercial was due primarily to the transfer of
$96.2 million of these securities from available-for-sale to held-to-maturity in
the first quarter 2022, as well as a decline in fair value resulting from the
continued rise in interest rates. The decreases in other securities types were
also driven by a decline in value resulting from the continued rise in interest
rates.

Accrued Income and Other Assets



  Accrued income and other assets decreased $12.5 million, or 26.7%, to $34.3
million at June 30, 2022 compared to $46.9 million at December 31, 2021. The
decrease was primarily related to a decrease of $15.7 million in cash pledged as
collateral, partially offset by an increase of $3.9 million in income tax
receivable. As of June 30, 2022 the Company had no pledged cash collateral
compared to $15.7 million, as of December 31, 2021. Cash collateral is pledged
to counterparties on interest rate swap agreements as security for its
obligations related to these agreements. 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 decreased $19.5 million, or 63.8%, to
$11.1 million at June 30, 2022, compared to $30.5 million at December 31, 2021.
The decrease in accrued expenses and other liabilities was due primarily to
decreases of $14.3 million, or 100.0%, in derivative liabilities, $1.9 million,
or 0.4%, in accrued salary and benefits and $3.9 million in accrued taxes,
partially offset by an increase in other liabilities.

                                       58
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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)                                      2022                                   2022                                   2021                                   2021                                    2021
Noninterest-bearing deposits                  $   126,153               4.0  %       $   119,197               3.7  %       $   117,531               3.7  %       $    110,117               3.4  %       $   113,996               3.6  %
Interest-bearing demand deposits                  350,551              11.1  %           334,723              10.4  %           247,967               7.8  %            201,557               6.3  %           196,841               6.1  %
Savings accounts                                   65,365               2.1  %            66,320               2.1  %            59,998               1.9  %             66,762               2.1  %            56,298               1.8  %
Money market accounts                           1,363,424              43.3  %         1,475,857              45.8  %         1,483,936              46.7  %          1,479,358              45.8  %         1,432,355              44.6  %
BaaS - brokered deposits                          194,133               6.2  %            50,006               1.6  %                 -               0.0  %                  -               0.0  %                 -               0.0  %
Certificates of deposits                          800,598              25.3  %           889,789              27.6  %           970,107              30.5  %          1,043,898              32.4  %         1,087,350              33.9  %
Brokered deposits                                 251,877               8.0  %           282,087               8.8  %           299,420               9.4  %            322,903              10.0  %           319,307              10.0  %
Total deposits                                $ 3,152,101             100.0  %       $ 3,217,979             100.0  %       $ 3,178,959             100.0  %       $  3,224,595             100.0  %       $ 3,206,147             100.0  %



Total deposits decreased $26.9 million, or 0.8%, to $3.2 billion as of June 30,
2022, compared to $3.2 billion as of December 31, 2021. This decrease was due
primarily to decreases of $169.5 million, or 17.5%, in certificates of deposits,
$120.5 million, or 8.1%, in money market accounts and $47.5 million, or 15.9%,
in brokered deposits, partially offset by increases of $194.1 million, in BaaS -
brokered deposits, $102.6 million, or 41.4%, in interest-bearing demand
deposits, and $8.6 million, or 7.3%, in noninterest-bearing deposits. The
decrease in the balance of certificates of deposits was due to the maturity of
higher-cost balances and reduced pricing strategies designed to limit the volume
of new production. The decrease in money market accounts was due primarily to
certain customer activity that can be periodically volatile. The decrease in
brokered deposits was due to the maturity of higher-cost balances. The increase
in BaaS deposits was due to a relationship established in the first quarter 2022
that grew during the second quarter 2022. The increase in the balance of
interest-bearing demand deposits was due primarily to a new customer
relationship with approximately $100.0 million in deposits with a contractual
term of five years and a fixed rate of 1.15%.

Recent Debt Offerings



  In August 2021, the Company issued $60.0 million aggregate principal amount of
3.75% Fixed-to-Floating Rate Subordinated Notes due 2031 (the "2031 Notes") in a
private placement. The 2031 Notes initially bear a fixed interest rate of 3.75%
per year to, but excluding, September 1, 2026, and thereafter a floating rate
equal to the then-current benchmark rate (initially three-month Term SOFR plus
3.11%). The 2031 Notes are scheduled to mature on September 1, 2031. The 2031
Notes are unsecured subordinated obligations of the Company and may be repaid,
without penalty, on any interest payment date on or after September 1, 2026. The
2031 Notes are intended to qualify as Tier 2 capital under regulatory
guidelines. Pursuant to the terms of a Registration Rights Agreement between the
Company and the initial purchasers of the 2031 Notes, the Company offered to
exchange the 2031 Notes for subordinated notes that are registered under the
Securities Act of 1933, as amended, and have substantially the same terms as the
2031 Notes. On December 30, 2021, the Company completed an exchange of $59.3
million principal amount of the unregistered 2031 Notes for registered 2031
Notes in satisfaction of its obligations under the registration rights
agreement. Holders of $0.7 million of unregistered 2031 Notes did not
participate in the exchange.

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").

                                       59
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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 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.

The following tables present actual and required capital ratios as of June 30,
2022 and December 31, 2021 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, 2022 and December 31, 2021, which
are based on the Basel III Capital Rules. 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 Capital Required        Minimum Required to be Considered
                                                           Actual                                   - Basel III                       Well Capitalized
(dollars in thousands)                       Capital Amount             Ratio                         Capital Amount           Ratio            Capital Amount             Ratio
As of June 30, 2022:
Common equity tier 1 capital to
risk-weighted assets
Consolidated                               $       388,865               12.46  %                   $       218,444             7.00  %                      N/A                 N/A
Bank                                               453,223               14.56  %                           217,863             7.00  %       $       202,301                6.50  %
Tier 1 capital to risk-weighted assets
Consolidated                                       388,865               12.46  %                           265,253             8.50  %                      N/A                 N/A
Bank                                               453,223               14.56  %                           264,548             8.50  %               248,986                8.00  %
Total capital to risk-weighted assets
Consolidated                                       522,399               16.74  %                           327,666            10.50  %                      N/A                 N/A
Bank                                               482,376               15.50  %                           326,795            10.50  %               311,233               10.00  %
Leverage ratio
Consolidated                                       388,865                9.45  %                           164,623             4.00  %                      N/A                 N/A
Bank                                               453,223               11.03  %                           164,414             4.00  %               205,518                5.00  %



                                                                                           Minimum Capital Required -         Minimum Required to be Considered
                                                           Actual                                   Basel III                         Well Capitalized
(dollars in thousands)                       Capital Amount             Ratio                         Capital Amount           Ratio            Capital Amount             Ratio
As of December 31, 2021:
Common equity tier 1 capital to
risk-weighted assets
Consolidated                               $       384,499               12.93  %                   $       208,202             7.00  %                      N/A                 N/A
Bank                                               432,181               14.55  %                           207,913             7.00  %       $       193,062                6.50  %
Tier 1 capital to risk-weighted assets
Consolidated                                       384,499               12.93  %                           252,817             8.50  %                      N/A                 N/A
Bank                                               432,181               14.55  %                           252,466             8.50  %               237,615                8.00  %
Total capital to risk-weighted assets
Consolidated                                       516,571               17.37  %                           312,303            10.50  %                      N/A                 N/A
Bank                                               460,022               15.49  %                           311,870            10.50  %               297,019               10.00  %
Leverage ratio
Consolidated                                       384,499                9.22  %                           166,824             4.00  %                      N/A                 N/A
Bank                                               432,181               10.37  %                           166,693             4.00  %               208,366                5.00  %


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Shareholders' Dividends



The Company's Board of Directors declared a cash dividend of $0.06 per share of
common stock payable July 15, 2022 to shareholders of record as of July 1, 2022.
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 the Company's 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.

As of June 30, 2022, the Company had $107.0 million principal amount of
subordinated debt outstanding evidenced by the 2029 Notes, 2030 Note and 2031
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 the next twelve months and
longer. 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.

On October 20, 2021, the Company's Board of Directors approved a stock
repurchase program authorizing the repurchase of up to $30 million of the
Company's outstanding common stock from time to time on the open market or in
privately negotiated transactions. Under this program, the Company repurchased
100,000 shares at a total cost of $4.4 million during 2021, 103,703 shares at a
total cost of $5.1 million during the first quarter 2022 and 294,464 shares at a
total cost of $11.1 million during the second quarter 2022. The stock repurchase
authorization is scheduled to expire on December 31, 2022. Various factors
determine the amount and timing of our share repurchases, including our capital
requirements, organic growth and other strategic opportunities, economic and
market conditions (including the trading price of our stock), and regulatory and
legal considerations. See Part II, Item 2, of this report for information
regarding recent repurchase activity and our remaining authority under the
program.

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 Federal Home Loan Bank
("FHLB") and brokered deposits.

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. At June 30, 2022, on a consolidated basis, the Company
had $633.4 million in cash and cash equivalents and investment securities
available-for-sale and $31.6 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, 2022, the Bank had
the ability to borrow an additional $552.2 million from the FHLB, the Federal
Reserve and correspondent bank Fed Funds lines of credit.

                                       61
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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, 2022, the Company, on an
unconsolidated basis, had $44.3 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, 2022,
approved outstanding loan commitments, including unused lines of credit and
standby letters of credit, amounted to $349.2 million. Certificates of deposits
and brokered deposits scheduled to mature in one year or less at June 30, 2022
totaled $594.1 million.

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.

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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, tangible common equity to tangible assets, average
tangible common equity, return on average tangible common equity, total interest
income - FTE, adjusted total interest income - FTE, net interest income - FTE,
adjusted net interest income, adjusted net interest income - FTE, net interest
margin - FTE, adjusted net interest margin, adjusted net interest margin - FTE,
provision (benefit) for loan losses, excluding tax refund advance loans, average
loans, excluding tax refund advance loans, net (recoveries) charge-offs to
average loans, excluding tax refund advance loans, loans, excluding PPP loans,
allowance for loan losses to loans, excluding PPP loans, adjusted noninterest
expense, adjusted income before income taxes, adjusted income tax provision,
adjusted net income, adjusted diluted earnings per share, adjusted return on
average assets, adjusted return on average shareholders' equity, adjusted return
on average tangible common equity, adjusted effective income tax rate, income
before income taxes, excluding tax refund advance loans, income tax provision,
excluding tax refund advance loans, and net income, excluding tax refund advance
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,
2022 and 2021.
                                       63
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                                                                         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)           2022                  2022                  2021                  2021                  2021                  2022                 2021
Total equity - GAAP            $   365,332           $   374,655           $   380,338           $   370,442           $   358,641           $   365,332          $   358,641
Adjustments:
  Goodwill                          (4,687)               (4,687)               (4,687)               (4,687)               (4,687)               (4,687)              (4,687)
Tangible common equity         $   360,645           $   369,968           $   375,651           $   365,755           $   353,954           $   

360,645 $ 353,954



Total assets - GAAP            $ 4,099,806           $ 4,225,397           $ 4,210,994           $ 4,252,292           $ 4,204,642           $ 4,099,806          $ 4,204,642
Adjustments:
  Goodwill                          (4,687)               (4,687)               (4,687)               (4,687)               (4,687)               (4,687)              (4,687)
Tangible assets                $ 4,095,119           $ 4,220,710           $ 4,206,307           $ 4,247,605           $ 4,199,955           $ 4,095,119          $ 4,199,955

Common shares outstanding        9,404,000             9,683,727             9,754,455             9,854,153             9,854,153             9,404,000            9,854,153

Book value per common share    $     38.85           $     38.69           $     38.99           $     37.59           $     36.39           $     38.85          $     36.39
Effect of goodwill                   (0.50)                (0.48)                (0.48)                (0.47)                (0.47)                (0.50)               (0.47)
Tangible book value per common
share                          $     38.35           $     38.21           $     38.51           $     37.12           $     35.92           $     

38.35 $ 35.92



Total shareholders' equity to
assets                                8.91   %              8.87   %              9.03   %              8.71   %              8.53   %              8.91  %              8.53  %
Effect of goodwill                   (0.10  %)             (0.10  %)             (0.10  %)             (0.10  %)             (0.10  %)             (0.10) %             (0.10) %
Tangible common equity to
tangible assets                       8.81   %              8.77   %              8.93   %              8.61   %              8.43   %              8.81  %              8.43  %

Total average equity - GAAP    $   374,274           $   380,767           $   376,832           $   366,187           $   352,894           $   377,504          $   344,478
Adjustments:
  Average goodwill                  (4,687)               (4,687)               (4,687)               (4,687)               (4,687)               (4,687)              (4,687)
Average tangible common equity $   369,587           $   376,080           $   372,145           $   361,500           $   348,207           $   

372,817 $ 339,791



Return on average
shareholders' equity                 10.23   %             11.94   %             13.14   %             13.10   %             14.88   %             11.09  %             13.78  %
Effect of goodwill                    0.13   %              0.15   %              0.16   %              0.17   %              0.21   %              0.14  %              0.19  %
Return on average tangible
common equity                        10.36   %             12.09   %             13.30   %             13.27   %             15.09   %             11.23  %             13.97  %




















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                                                                 Three Months Ended                                                    Six Months Ended
                            June 30,          March 31,           December 31,           September 30,          June 30,          June 30,          June 30,
(dollars in thousands)        2022               2022                 2021                   2021                 2021              2022              2021

Total interest income $ 36,106 $ 36,034 $ 34,192 $ 33,034 $ 33,377 $ 72,140 $ 66,657 Adjustments:


  Fully-taxable equivalent
adjustments 1                 1,377              1,314                  1,348                   1,356             1,394             2,691           

2,750


Total interest income -
FTE                        $ 37,483          $  37,348          $      

35,540 $ 34,390 $ 34,771 $ 74,831 $ 69,407



Total interest income -
FTE                        $ 37,483          $  37,348          $      35,540          $       34,390          $ 34,771          $ 74,831          $ 69,407
Adjustments:
  Income from tax refund
advance loans                  (149)            (2,864)                     -                       -                 -            (3,013)                -
Adjusted total interest
income - FTE               $ 37,334          $  34,484          $      35,540          $       34,390          $ 34,771          $ 71,818          $ 69,407

Net interest income        $ 25,680          $  25,750          $      23,505          $       20,919          $ 21,607          $ 51,430          $ 42,132
Adjustments:
  Fully-taxable equivalent
adjustments 1                 1,377              1,314                  1,348                   1,356             1,394             2,691           

2,750


Net interest income - FTE  $ 27,057          $  27,064          $      24,853          $       22,275          $ 23,001          $ 54,121          $ 44,882

Net interest income        $ 25,680          $  25,750          $      23,505          $       20,919          $ 21,607          $ 51,430          $ 42,132
Adjustments:
  Subordinated debt
redemption cost                   -                  -                      -                     810                 -                 -                 -
  Income from tax refund
advance loans                  (149)            (2,864)                     -                       -                 -            (3,013)                -
Adjusted net interest
income                     $ 25,531          $  22,886          $      23,505          $       21,729          $ 21,607          $ 48,417          $ 42,132

Net interest income        $ 25,680          $  25,750          $      23,505          $       20,919          $ 21,607          $ 51,430          $ 42,132
Adjustments:
  Fully-taxable equivalent
adjustments 1                 1,377              1,314                  1,348                   1,356             1,394             2,691             2,750
  Subordinated debt
redemption cost                   -                  -                      -                     810                 -                 -                 -
  Income from tax refund
advance loans                  (149)            (2,864)                     -                       -                 -            (3,013)                -
Adjusted net interest
income - FTE               $ 26,908          $  24,200          $     

24,853 $ 23,085 $ 23,001 $ 51,108 $ 44,882 1 Assuming a 21% tax rate




                                       65
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                                                                       Three Months Ended                                                           Six Months Ended
                                June 30,              March 31,           December 31,          September 30,           June 30,             June 30,              June 30,
(dollars in thousands)            2022                  2022                  2021                  2021                  2021                 2022                  2021
Net interest margin                 2.60   %              2.56   %              2.30   %               2.00  %              2.11  %              2.58   %              2.08  %
  Effect of fully-taxable
equivalent adjustments 1            0.14   %              0.13   %              0.13   %               0.13  %              0.14  %              0.13   %              0.13  %
Net interest margin - FTE           2.74   %              2.69   %              2.43   %               2.13  %              2.25  %              2.71   %              2.21  %

Net interest margin                 2.60   %              2.56   %              2.30   %               2.00  %              2.11  %              2.58   %              2.08  %
  Effect of subordinated
debt redemption cost                0.00  %               0.00  %               0.00   %               0.08  %              0.00  %              0.00   %              0.00  %
  Effect of income from tax
refund advance loans               (0.02  %)             (0.28  %)              0.00   %               0.00  %              0.00  %             (0.15  %)              0.00  %
Adjusted net interest margin        2.58   %              2.28   %              2.30   %               2.08  %              2.11  %              2.43   %              2.08  %

Net interest margin                 2.60   %              2.56   %              2.30   %               2.00  %              2.11  %              2.58   %              2.08  %
  Effect of fully-taxable
equivalent adjustments              0.14  %               0.13  %               0.13   %               0.13  %              0.14  %              0.13   %              0.13  %
  Effect of subordinated
debt redemption cost                0.00  %               0.00  %               0.00   %               0.08  %              0.00  %              0.00   %              0.00  %
  Effect of income from tax
refund advance loans               (0.02  %)             (0.28  %)              0.00   %               0.00  %              0.00  %             (0.15  %)              0.00  %
Adjusted net interest margin
- FTE                               2.72   %              2.41   %              2.43   %               2.21  %              2.25  %              2.56   %              2.21  %

Provision (benefit) for loan
losses                       $     1,185           $       791           $      (238)          $        (29)         $        21          $     1,976           $     1,297
Adjustments:
  Provision for tax refund
advance loans losses                 (18)               (1,842)                    -                      -                    -               (1,860)                    -
 Provision (benefit) for
loan losses, excluding tax
refund advance loans         $     1,167           $    (1,051)          $      (238)          $        (29)         $        21          $       116           $     1,297

Average loans                $ 2,998,144           $ 2,947,924           $ 2,914,858           $  2,933,654          $ 2,994,356          $ 2,973,173           $ 3,020,987
Adjustments:
  Average tax refund advance
loans                             (3,185)              (60,499)                    -                      -                    -              (29,096)                    -
Average loans, excluding tax
refund advance loans         $ 2,994,959           $ 2,887,425           $ 2,914,858           $  2,933,654          $ 2,994,356          $ 2,944,077

$ 3,020,987



Net charge-offs (recoveries)
to average loans                    0.04   %              0.05   %             (0.01  %)               0.01  %              0.35  %              0.05   %              0.18  %
Adjustments:
  Effect of tax refund
advance lending net
charge-offs to average loans       (0.05  %)             (0.21  %)              0.00   %               0.00  %              0.00  %             (0.13  %)              0.00  %
Net (recoveries) charge-offs
to average loans, excluding
tax refund advance loans           (0.01  %)             (0.16  %)             (0.01  %)               0.01  %              0.35  %             (0.08  %)              0.18  %

Allowance for loan losses    $    29,153           $    28,251           $ 

  27,841           $     28,000          $    28,066          $    29,153           $    28,066

Loans                        $ 3,082,127           $ 2,880,780           $ 2,887,662           $  2,936,148          $ 2,957,608          $ 3,082,127           $ 2,957,608
Adjustments:
  PPP loans                         (194)               (1,003)               (3,152)               (14,981)             (39,682)                (194)              (39,682)
Loans, excluding PPP loans   $ 3,081,933           $ 2,879,777           $ 2,884,510           $  2,921,167          $ 2,917,926          $ 3,081,933

$ 2,917,926



Allowance for loan losses to
loans                               0.95   %              0.98   %              0.96   %               0.95  %              0.95  %              0.95   %              0.95  %
Effect of PPP loans                 0.00   %              0.00   %              0.01   %               0.01  %              0.01  %              0.00   %              0.01  %
Allowance for loan losses to
loans, excluding PPP loans          0.95   %              0.98   %              0.97   %               0.96  %              0.96  %              0.95  

%              0.96  %


1 Assuming a 21% tax rate

                                       66

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




(dollars in thousands,                                                   Three Months Ended                                                    Six Months Ended
except share and per share          June 30,          March 31,           December 31,           September 30,          June 30,          June 30,          June 30,
data)                                 2022               2022                 2021                   2021                 2021              2022              2021

Noninterest expense - GAAP         $ 17,985          $  18,780          $      16,955          $       14,451          $ 15,075          $ 36,765          $ 30,392
Adjustments:
  Acquisition-related
expenses                               (103)              (170)                  (163)                      -                 -              (273)                -
  Nonrecurring consulting
fee                                       -               (875)                     -                       -                 -              (875)                -
  IT termination fee                      -                  -                   (475)                      -                 -                 -                 -
  Discretionary inflation
bonus                                  (531)                 -                      -                       -                 -              (531)                -
  Accelerated equity
compensation                           (289)                 -                      -                       -                 -              (289)                -
Adjusted noninterest expense       $ 17,062          $  17,735          $  

16,317 $ 14,451 $ 15,075 $ 34,797

$ 30,392



Income before income taxes -
GAAP                               $ 10,824          $  12,999          $   

14,482 $ 14,310 $ 15,473 $ 23,823

   $ 27,780
Adjustments:
  Gain on sale of premises
and equipment                             -                  -                      -                       -            (2,523)                -            (2,523)
  Acquisition-related
expenses                                103                170                    163                       -                 -               273                 -
  Nonrecurring consulting
fee                                       -                875                      -                       -                 -               875                 -
  IT termination fee                      -                  -                    475                       -                 -                 -                 -
  Subordinated debt
redemption cost                           -                  -                      -                     810                 -                 -                 -
  Discretionary inflation
bonus                                   531                  -                      -                       -                 -               531                 -
  Accelerated equity
compensation                            289                  -                      -                       -                 -               289                 -
Adjusted income before
income taxes                       $ 11,747          $  14,044          $      15,120          $       15,120          $ 12,950          $ 25,791          $ 25,257

Income tax provision - GAAP $ 1,279 $ 1,790 $

2,004 $ 2,220 $ 2,377 $ 3,069

   $  4,234
Adjustments:1
  Gain on sale of premises
and equipment                             -                  -                      -                       -              (530)                -              (530)
  Acquisition-related
expenses                                 21                 36                     34                       -                 -                57                 -
  Nonrecurring consulting
fee                                       -                184                      -                       -                 -               184                 -
  IT termination fee                      -                  -                    100                       -                 -                 -                 -
  Subordinated debt
redemption cost                           -                  -                      -                     170                 -                 -                 -
  Discretionary inflation
bonus                                   112                  -                      -                       -                 -               112                 -
  Accelerated equity
compensation                             61                  -                      -                       -                 -                61                 -
Adjusted income tax
provision                          $  1,473          $   2,010          $       2,138          $        2,390          $  1,847          $  3,483          $  3,704

Net income - GAAP                  $  9,545          $  11,209          $      12,478          $       12,090          $ 13,096          $ 20,754          $ 23,546
Adjustments:
  Gain on sale of premises
and equipment                             -                  -                      -                       -            (1,993)                -            (1,993)
  Acquisition-related
expenses                                 82                134                    129                       -                 -               216                 -
  Nonrecurring consulting
fee                                       -                691                      -                       -                 -               691                 -
  IT termination fee                      -                  -                    375                       -                 -                 -                 -
  Subordinated debt
redemption cost                           -                  -                      -                     640                 -                 -                 -
  Discretionary inflation
bonus                                   419                  -                      -                       -                 -               419                 -
  Accelerated equity
compensation                            228                  -                      -                       -                 -               228                 -
Adjusted net income                $ 10,274          $  12,034          $      12,982          $       12,730          $ 11,103          $ 22,308          $ 21,553
1 Assuming a 21% tax rate


                                       67

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

                                                                                     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)                            2022                  2022                  2021                   2021                  2021                  2022                  2021
Diluted average common shares
outstanding                                  9,658,689             9,870,394             9,989,951              9,988,102            9,981,422              9,764,232            9,970,147

Diluted earnings per share - GAAP $ 0.99 $ 1.14 $ 1.25 $ 1.21 $ 1.31

$       2.13          $      2.36
Adjustments:
  Effect of gain on sale of
premises and equipment                               -                     -                     -                      -                (0.20)                     -                (0.20)
  Effect of acquisition-related
expenses                                          0.01                  0.01                  0.01                      -                    -                   0.02                    -
  Effect of nonrecurring consulting
fee                                                  -                  0.07                     -                      -                    -                   0.07                    -
  Effect of IT termination fee                       -                     -                  0.04                      -                    -                      -                    -
  Effect of subordinated debt
redemption cost                                      -                     -                     -                   0.06                    -                      -                    -
  Effect of discretionary inflation
bonus                                             0.04                     -                     -                      -                    -                   0.04                    -
  Effect of accelerated equity
compensation                                      0.02                     -                     -                      -                    -                   0.02                    -

Adjusted diluted earnings per share $ 1.06 $ 1.22 $ 1.30 $ 1.27 $ 1.11

$ 2.28 $ 2.16



Return on average assets                          0.93  %               1.08  %               1.19  %                1.12  %              1.25   %               1.01  %              1.13   %
  Effect of gain on sale of
premises and equipment                            0.00  %               0.00  %               0.00  %                0.00  %             (0.19  %)               0.00  %             (0.09  %)
  Effect of acquisition-related
expenses                                          0.01  %               0.01  %               0.01  %                0.00  %              0.00   %               0.01  %              0.00   %
  Effect of nonrecurring consulting
fee                                               0.00  %               0.07  %               0.00  %                0.00  %              0.00   %               0.03  %              0.00   %
  Effect of IT termination fee                    0.00  %               0.00  %               0.04  %                0.00  %              0.00   %               0.00  %              0.00   %
  Effect of subordinated debt
redemption cost                                   0.00  %               0.00  %               0.00  %                0.06  %              0.00   %               0.00  %              0.00   %
  Effect of discretionary inflation
bonus                                             0.04  %               0.00  %               0.00  %                0.00  %              0.00   %               0.02  %              0.00   %
  Effect of accelerated equity
compensation                                      0.02  %               0.00  %               0.00  %                0.00  %              0.00   %               0.01  %              0.00   %
Adjusted return on average assets                 1.00  %               1.16  %               1.24  %                1.18  %              1.06   %               1.08  %              1.04   %

Return on average shareholders'
equity                                           10.23  %              11.94  %              13.14  %               13.10  %             14.88   %              11.09  %             13.78   %
  Effect of gain on sale of
premises and equipment                            0.00  %               0.00  %               0.00  %                0.00  %             (2.26  %)               0.00  %             (1.16  %)
  Effect of acquisition-related
expenses                                          0.09  %               0.14  %               0.14  %                0.00  %              0.00  %                0.12  %              0.00   %
  Effect of nonrecurring consulting
fee                                               0.00  %               0.74  %               0.00  %                0.00  %              0.00   %               0.37  %              0.00   %
  Effect of IT termination fee                    0.00  %               0.00  %               0.39  %                0.00  %              0.00   %               0.00  %              0.00   %
  Effect of subordinated debt
redemption cost                                   0.00  %               0.00  %               0.00  %                0.69  %              0.00   %               0.00  %              0.00   %
  Effect of discretionary inflation
bonus                                             0.45  %               0.00  %               0.00  %                0.00  %              0.00   %               0.22  %              0.00   %
  Effect of accelerated equity
compensation                                      0.24  %               0.00  %               0.00  %                0.00  %              0.00   %               0.12  %              0.00   %
Adjusted return on average
shareholders' equity                             11.01  %              12.82  %              13.67  %               13.79  %             12.62   %              11.92  %             12.62   %


                                       68

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

                                                                         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)              2022              2022                2021                   2021                 2021              2022               2021
Return on average tangible
common equity                          10.36  %          12.09  %              13.30  %               13.27  %          15.09   %          11.23  %     

13.97 %


  Effect of gain on sale of
premises and equipment                  0.00  %           0.00  %               0.00  %                0.00  %          (2.30  %)           0.00  %    

(1.18 %)


  Effect of
acquisition-related expenses            0.09  %           0.14  %               0.14  %                0.00  %           0.00   %           0.12  %           0.00   %
  Effect of nonrecurring
consulting fee                          0.00  %           0.75  %               0.00  %                0.00  %           0.00   %           0.37  %           0.00   %
  Effect of IT termination
fee                                     0.00  %           0.00  %               0.40  %                0.00  %           0.00   %           0.00  %    

0.00 %


  Effect of subordinated debt
redemption cost                         0.00  %           0.00  %               0.00  %                0.70  %           0.00   %           0.00  %    

0.00 %


  Effect of discretionary
inflation bonus                         0.45  %           0.00  %               0.00  %                0.00  %           0.00   %           0.23  %           0.00   %
  Effect of accelerated
equity compensation                     0.25  %           0.00  %               0.00  %                0.00  %           0.00   %           0.12  %           0.00   %
Adjusted return on average
tangible common equity                 11.15  %          12.98  %              13.84  %               13.97  %          12.79   %          12.07  %     

12.79 %



Effective income tax rate               11.8  %           13.8  %               13.8  %                15.5  %           15.4   %           12.9  %    

15.2 %


  Effect of gain on sale of
premises and equipment                   0.0  %            0.0  %                0.0  %                 0.0  %           (1.1  %)            0.0  %    

(0.5 %)


  Effect of
acquisition-related expenses             0.2  %            0.3  %                0.1  %                 0.0  %            0.0   %            0.2  %            0.0   %
  Effect of nonrecurring
consulting fee                           0.0  %            1.3  %                0.0  %                 0.0  %            0.0   %            0.7  %            0.0   %
  Effect of IT termination
fee                                      0.0  %            0.0  %                0.2  %                 0.0  %            0.0   %            0.0  %            0.0   %
  Effect of subordinated debt
redemption cost                          0.0  %            0.0  %                0.0  %                 0.3  %            0.0   %            0.0  %            0.0   %
  Effect of discretionary
inflation bonus                          1.0  %            0.0  %                0.0  %                 0.0  %            0.0   %            0.5  %            0.0   %
  Effect of accelerated
equity compensation                      0.6  %            0.0  %                0.0  %                 0.0  %            0.0   %            0.3  %            0.0   %
Adjusted effective income tax
rate                                    13.6  %           15.4  %               14.1  %                15.8  %           14.3   %           14.6  %           14.7   %
Income before income taxes -
GAAP                                $ 10,824          $ 12,999          $     14,482          $      14,310          $ 15,473           $ 23,823          $ 27,780
Adjustments:
  Income from tax refund
advance lending                         (149)           (2,864)                    -                      -                 -             (3,013)                -
  Provision for tax refund
advance loans losses                      18             1,842                     -                      -                 -              1,860                 -
  Tax refund advance lending
servicing fee                              9               921                     -                      -                 -                930                 -
Income before income taxes,
excluding tax refund advance
loans                               $ 10,702          $ 12,898          $     14,482          $      14,310          $ 15,473           $ 23,600

$ 27,780

Income tax provision - GAAP $ 1,279 $ 1,790 $

    2,004          $       2,220          $  2,377           $  3,069          $  4,234
Adjustments:1
  Income from tax refund
advance lending                          (31)             (601)                    -                      -                 -               (633)                -
  Provision for tax refund
advance loans losses                       4               387                     -                      -                 -                391                 -
  Tax refund advance lending
servicing fee                              2               193                     -                      -                 -                195                 -
Income tax provision,
excluding tax refund advance
loans                               $  1,254          $  1,769          $  

   2,004          $       2,220          $  2,377           $  3,022          $  4,234


                                       69

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


(dollars in thousands,                                             Three Months Ended                                                    Six Months Ended
except share and per          June 30,          March 31,           December 31,           September 30,          June 30,          June 30,          June 30,
share data)                     2022               2022                 2021                   2021                 2021              2022              2021
Net income - GAAP            $  9,545          $  11,209          $      12,478          $       12,090          $ 13,096          $ 20,754          $ 23,546
Adjustments:
  Income from tax
refund advance lending           (118)            (2,263)                     -                       -                 -            (2,380)                -
  Provision for tax
refund advance loans
losses                             14              1,455                      -                       -                 -             1,469                 -
  Tax refund advance
lending servicing fee               7                728                      -                       -                 -               735                 -
Net income, excluding
tax refund advance
loans                        $  9,448          $  11,129          $      12,478          $       12,090          $ 13,096          $ 20,578          $ 23,546


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, 2021.

Recent Accounting Pronouncements

Refer to Note 15 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. At both
June 30, 2022 and December 31, 2021, the Company had interest rate swaps with
notional amounts of $260.0 million. Additionally, we enter into forward
contracts related 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, 2022 and December 31,
2021, the Company had commitments to sell residential real estate loans of $37.5
million and $72.8 million, respectively. These contracts mature in less than one
year. Refer to Note 13 to the condensed consolidated financial statements for
additional information about derivative financial instruments.
                                       70

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