Forward-Looking Statements



When used in this Form 10-Q, the words "believes", "anticipates", "expects" and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties more particularly
described in Item 1A, under the caption "Risk Factors," in our Annual Report on
Form 10-K for the year ended December 31, 2021 and in other of our public
filings with the Securities and Exchange Commission. These risks and
uncertainties could cause actual results to differ materially from those
expressed or implied in this Form 10-Q. We caution readers not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. We undertake no obligation to publicly revise or update these
forward-looking statements to reflect events or circumstances after the date of
this Form 10-Q except as required by applicable law.

In the following discussion we provide information about our results of
operations, financial condition, liquidity and asset quality. We intend that
this information facilitate your understanding and assessment of significant
changes and trends related to our financial condition and results of operations.
You should read this section in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in our
Annual Report on Form 10-K for the year ended December 31, 2021.

Key Performance Indicators



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

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

                                       37

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

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



Results of performance indicators. Our strategies continue to target loan niches
which we believe are lower risk than certain other forms of lending. These
include: multi-family (apartment) loans in selected national regions; loans
collateralized by securities ("SBLOC") and the cash value of life insurance
("IBLOC"); SBA loans, a significant portion of which are government guaranteed
or must have loan-to-value ratios lower than other forms of lending; and leasing
to which we have access to underlying vehicles. Loan balances in these
categories have grown significantly in recent years, which we believe has
contributed generally to increases in key performance indicators.

A 12% increase in net income, to $29.0 million in the first quarter of 2022,
from $26.0 million in the first quarter of 2021, was reflected in increases in
return on assets and equity. In the first quarter of 2022, return on assets and
return on equity amounted to 1.68% and 18.01% (annualized), respectively,
compared to 1.56% and 17.88% (annualized) in the first quarter of 2021. Net
interest income decreased $904,000, reflecting a $3.4 million decrease in
Payroll Protection Program ("PPP") related interest and fees, and a $3.9 million
decrease in securities interest. The reduction in securities interest reflected
lower balances and lower yields resulting from the continuing lower rate
environment. Increased returns on assets and equity in 2022 also reflected
higher non-interest income including higher fees related to non-SBA commercial
bridge loan repayments. Lower non-interest expense also contributed to higher
net income, as salaries and employee benefits decreased $1.8 million reflecting
lower incentive compensation expense while FDIC insurance expense decreased
$1.4 million reflecting the impact of the reclassification of certain deposits
to non-brokered. Net interest margin was 3.12% in the first quarter of 2022
versus 3.34% in the first quarter of 2021. The reduction in 2022 reflects lower
yields on securities resulting from the aforementioned lower rate environment
which also resulted in lower loan yields. One capital measure utilized in the
banking industry is the ratio of equity to assets, which is derived by dividing
period-end shareholders' equity by period-end total assets. At March 31, 2022,
that ratio was 9.21%, compared to 7.70% a year earlier. The increase reflected
higher levels of capital from retained earnings while assets, after increasing
temporarily due to stimulus payments at March 31, 2021, decreased in subsequent
periods due to related outflows.

Overview



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

?SBLOC, IBLOC, and investment advisor financing;

?leasing (direct lease financing);

?small business loans, primarily SBA loans, and

?non-SBA commercial real estate bridge ("CRE") loans.



SBLOCs and IBLOCs are loans which are generated through affinity groups and are
respectively collateralized by marketable securities and the cash value of
insurance policies. SBLOCs are typically offered in conjunction with brokerage
accounts and are offered nationally. IBLOC loans are typically viewed as an
alternative to standard policy loans from insurance companies and are utilized
by our existing advisor base as well as insurance agents throughout the country.
Investment advisor financing are loans made to investment advisors for purposes
of debt refinance, acquisition of another investment firm or internal
succession. Vehicle fleet and, to a lesser extent, other equipment leases are
generated in a number of Atlantic Coast and other states and are collateralized
primarily by vehicles. SBA loans are made nationally and are collateralized by
commercial properties and other types of collateral. Our non-SBA commercial real
estate bridge loans, at fair value, are primarily collateralized by multi-family
properties (apartment buildings), and to a lesser extent, by hotel and retail
properties. These loans were originally generated for sale through
securitizations. In 2020, we decided to retain these loans on our balance sheet
as interest earning assets and resumed originating such loans in the third
quarter of 2021. These new originations are identified as real estate bridge
loans and are held for investment in the loan portfolio. Prior originations
originally intended for securitizations continue to be accounted for at fair
value, and are included in the balance sheet in "Commercial loans, at fair
value."

The majority of our deposit accounts and non-interest income are generated in
our payments business line, the name for which has been changed to Fintech
Solutions Group, which consists of consumer deposit accounts accessed by prepaid
or debit cards, or issuing, automated clearing house, or ACH accounts, other
payments such as rapid funds transfer and the collection of payments through
credit

                                       38

--------------------------------------------------------------------------------
card companies on behalf of merchants. The issuing deposit accounts are
comprised of debit and prepaid card accounts that are generated by independent
companies that market directly to end users. Our issuing deposit account types
are diverse and include: consumer and business debit, general purpose reloadable
prepaid, pre-tax medical spending benefit, payroll, gift, government, corporate
incentive, reward, business payment accounts and others. Our ACH accounts
facilitate bill payments, and our acquiring accounts provide clearing and
settlement services for payments made to merchants which must be settled through
associations such as Visa or MasterCard. We also provide banking services to
organizations with a pre-existing customer base tailored to support or
complement the services provided by these organizations to their customers.
These services include loan and deposit accounts for investment advisory
companies through our institutional banking department. We typically provide
these services under the name and through the facilities of each organization
with whom we develop a relationship. We refer to this, generally, as affinity
banking.

The increase in our net income to $29.0 million for the first quarter of 2022,
from $26.0 million for the first quarter of 2021, resulted primarily from an
increase in non-interest income and decreases in net interest income and
non-interest expense. The $904,000 decrease in net interest income reflected
reductions in securities interest partially offset by increases in loan
interest, including interest from loan growth. Increases in loan interest were
offset by a $3.9 million decrease in securities interest resulting from lower
securities balances and the impact of the lower rate environment. Excluding the
impact of PPP, small business loans ("SBL"), primarily SBA, totaled
$705.2 million compared to $692.1 million at March 31, 2022 and 2021,
respectively, an increase of 1.9%. However, the impact of SBL growth on interest
income was more than offset by a $3.4 million reduction in PPP related fees and
interest, which resulted in a $2.9 million reduction in SBL loan interest.
SBLOC, IBLOC and investment advisor loans totaled $2.21 billion at March 31,
2022, compared to $1.68 billion at March 31, 2021, reflecting 31.7% annual
growth. Related interest increased $3.8 million. Interest expense decreased
$165,000. Our largest funding sources, prepaid and debit card account deposits,
contractually adjust to only a portion of increases or decreases in market
rates, as reflected in a 19 basis point cost of funds in the first quarter of
2022. A $1.5 million provision for credit losses in first quarter 2022, compared
to an $822,000 provision in the first quarter of 2021, reflecting the impact of
higher allowances on specific loans. Prepaid, debit card and related fees are
the largest driver of non-interest income. Such fees for the first quarter of
2022 decreased $556,000 over the comparable 2021 period. Leasing income
increased $8,000 over the prior year quarter. Both periods reflected vehicle
sales at relatively higher market prices due to vehicle shortages. For those
periods, non-interest expense decreased $3.5 million which reflected a
$1.8 million decrease in salaries and employee benefits, a $1.4 million
reduction in Federal Deposit Insurance Corporation ("FDIC") insurance expense
and a $1.3 million decrease in legal expense. At December 31, 2021 discontinued
assets consisted of $61.6 million of loans and $17.3 million of other real
estate owned. In the first quarter of 2022, discontinued loans were reclassified
to loans held for investment, as efforts to sell the loans have been winding
down. These loans will accordingly be accounted for as such, and included in
related tables. Discontinued other real estate owned which constituted the
remainder of discontinued assets was reclassified to the other real estate owned
caption on the balance sheet.

Critical Accounting Policies and Estimates



Our accounting and reporting policies conform with accounting principles
generally accepted in the United States and general practices within the
financial services industry. The preparation of financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and the accompanying notes. Actual results
could differ from those estimates. We believe that the determination of our
allowance for credit losses on loans, leases and securities, our determination
of the fair value of financial instruments and the level in which an instrument
is placed within the valuation hierarchy, and stock compensation and income tax
accounting involve a higher degree of judgment and complexity than our other
significant accounting policies.
We determine our allowance for credit losses using the current expected credit
losses method, or CECL, with the objective of maintaining a reserve level we
believe to be sufficient to absorb our estimated probable credit losses. We base
our determination of the adequacy of the allowance on periodic evaluations of
our loan portfolio and other relevant factors. However, this evaluation is
inherently subjective as it requires material estimates, including, among
others, expected default probabilities, the amount of loss we may incur on a
defaulted loan, expected commitment usage, the amounts and timing of expected
future cash flows on credit deteriorated loans, value of collateral, estimated
losses on consumer loans, and historical loss experience. We also evaluate
economic conditions and uncertainties in estimating losses and inherent risks in
our loan portfolio. To the extent actual outcomes differ from our estimates, we
may need additional provisions for credit losses. Any such additional provisions
for credit losses will be a direct charge to our earnings. See "Allowance for
Credit Losses".
The fair value of a financial instrument is defined as the amount at which the
instrument could be exchanged in a current transaction between willing parties,
other than in a forced or liquidation sale. We estimate the fair value of a
financial instrument using a variety of valuation methods. Where financial
instruments are actively traded and have quoted market prices, quoted market
prices are used for fair value. When the financial instruments are not actively
traded, other observable market inputs, such as quoted prices of securities with
similar characteristics, may be used, if available, to determine fair value.
When observable market prices do not exist, we estimate fair value. Our
valuation methods and inputs consider factors such as types of underlying assets
or liabilities, rates of estimated credit losses, interest rate or discount rate
and collateral. Our best estimate of fair value involves assumptions including,
but not limited to, various performance indicators, such as historical and
projected default and recovery rates, credit ratings, current delinquency rates,
loan-to-value ratios and the possibility of obligor refinancing.
                                       39

--------------------------------------------------------------------------------
At the end of each quarter, we assess the valuation hierarchy for each asset or
liability measured. From time to time, assets or liabilities may be transferred
within hierarchy levels due to changes in availability of observable market
inputs to measure fair value at the measurement date. Transfers into or out of
hierarchy levels are based upon the fair value at the beginning of the reporting
period.
We periodically review our investment portfolio to determine whether unrealized
losses on securities result from credit, based on evaluations of the
creditworthiness of the issuers or guarantors, and underlying collateral, as
applicable. In addition, we consider the continuing performance of the
securities. We recognize credit losses through the Consolidated Statements of
Operations. If management believes market value losses are not credit related,
we recognize the reduction in other comprehensive income, through equity. We
evaluate whether a credit loss exists by considering primarily the following
factors: (a) the extent to which the fair value has been less than the amortized
cost of the security, (b) changes in the financial condition, credit rating and
near-term prospects of the issuer, (c) whether the issuer is current on
contractually obligated interest and principal payments, (d) changes in the
financial condition of the security's underlying collateral and (e) the payment
structure of the security. If a credit loss is determined, we estimate expected
future cash flows to estimate the credit loss amount with a quantitative and
qualitative process that incorporates information received from first-party
sources and internal assumptions and judgments regarding the future performance
of the security.

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

We account for income taxes under the liability method whereby we determine
deferred tax assets and liabilities based on the difference between the carrying
values on our consolidated financial statements and the tax basis of assets and
liabilities as measured by the enacted tax rates which will be in effect when
these differences reverse. Deferred tax expense (benefit) is the result of
changes in deferred tax assets and liabilities.



Results of Operations

First quarter 2022 to first quarter 2021



Net Income: Income from continuing operations before income taxes was
$38.1 million in the first quarter of 2022 compared to $35.1 million in the
first quarter of 2021. Net income from continuing operations for the first
quarter of 2022 was $29.0 million, or $0.50 per diluted share, compared to
$26.1 million, or $0.44 per diluted share, for the first quarter of 2021. Income
increased between those respective periods primarily as a result of higher
non-interest income and lower non-interest expense. After discontinued
operations, net income for the first quarter of 2022 amounted to $29.0 million,
compared to $26.0 million for the first quarter of 2021. Net interest income for
the first quarter of 2022 decreased 1.7%, to $52.9 million from $53.8 million in
the first quarter of 2021. The decrease reflected reductions in securities
interest resulting from lower balances, and lower yields which reflected the
impact of Federal Reserve rate reductions. Such decreases were partially offset
by increases in loan interest as a result of higher loan balances. The provision
for credit losses increased $685,000 to $1.5 million in the first quarter of
2022 compared to an $822,000 provision in the first quarter of 2021 reflecting
the impact of higher allowances on specific loans. Non-interest income
(excluding security gains and losses) increased $1.0 million, reflecting an
increase in net realized and unrealized gains on non-SBA CRE bridge loans, at
fair value of $1.4 million which resulted primarily from increases of fees
related to related repayments in 2022. The vast majority of non-SBA CRE bridge
loans at fair value are comprised of multi-family (apartment) loans. Prepaid,
debit card and related fees are the primary driver of non-interest income and
decreased $556,000, or 2.9% to $18.7 million in the first quarter of 2022,
compared to $19.2 million for the first quarter of 2021. Non-interest expense
decreased $3.5 million, or 8.4%, to $38.4 million in the first quarter of 2022,
compared to $41.9 million in the first quarter of 2021, reflecting a
$1.8 million decrease in salary expense, a $1.4 million decrease in our FDIC
insurance expense and a $1.3 million decrease in legal expense. Additionally,
the 2022 effective tax rate was lower compared to other recent periods. Diluted
income per share was $0.50 in the first quarter of 2022 compared to $0.44
diluted income per share in the first quarter of 2021 primarily reflecting the
above factors.
Net Interest Income: Our net interest income for the first quarter of 2022
decreased $904,000, or 1.7%, to $52.9 million, from $53.8 million in the first
quarter of 2021. Our interest income for the first quarter of 2022 decreased to
$55.9 million, a decrease of $1.1 million, or 1.9%, from $56.9 million for the
first quarter of 2021. The decrease in interest income resulted primarily from
reductions in securities interest resulting from lower balances, and lower
yields which reflected the impact of Federal Reserve rate reductions. Those
decreases were partially offset by the impact of higher loan balances. Our
average loans and leases increased to $5.14 billion for the first quarter of
2022 from $4.48 billion for the first quarter of 2021, an increase of
$656.8 million, or 14.6%. Related interest income increased $2.7 million on a
tax equivalent basis. The increase in average loans reflected growth in SBLOC,
IBLOC, investment advisor loans, direct lease financing, and real estate bridge
loans partially offset by decreases in PPP loans. Small business loans which
also grew, have generally been comprised of SBA loans; however, in 2021 they
reflected larger balances of pandemic-related PPP loans guaranteed by the U.S.
government, the majority of which have been repaid, accounting for the decrease.
The balance of our commercial loans, at fair value also decreased, as a result
of non-SBA CRE bridge loan payoffs. In the third quarter of 2021 we resumed
originating

                                       40

--------------------------------------------------------------------------------
such loans, referred to as real estate bridge loans. Of the total $2.7 million
increase in loan interest income on a tax equivalent basis, the largest
increases were $3.8 million for SBLOC, IBLOC and investment advisor financing
and $1.3 million for all real estate bridge loans. SBA loan interest decreased
$2.9 million, which reflected a $3.4 million decrease in PPP related interest
and fees. While March 31, 2022 leasing balances were 11.2% higher than a year
earlier, related interest grew only $165,000 as a result of lower yields. Our
average investment securities of $943.1 million for the first quarter of 2022
decreased $254.0 million from $1.20 billion for the first quarter of 2021.
Related tax equivalent interest income decreased $3.9 million primarily
reflecting a decrease in yields and secondarily reflecting a decrease in
balances. Yields on loans and securities decreased as a result of the lower rate
environment, which resulted in lower rates on new loans while higher rate loans
continued to repay, partially offset by the impact of weighted average 4.8%
interest rate floors on the non-SBA CRE bridge loans, at fair value. While
interest income decreased by $1.1 million, interest expense decreased by
$165,000.

Our net interest margin (calculated by dividing net interest income by average
interest earning assets) for the first quarter of 2022 was 3.12% compared to
3.34% for the first quarter of 2021, a decrease of 22 basis points. While the
yield on interest earning assets decreased 24 basis points, the cost of deposits
and interest bearing liabilities decreased 2 basis points, or a net change of 22
basis points. Balances at the Federal Reserve earn lower rates of interest than
loans and securities. Average interest earning deposits at the Federal Reserve
Bank decreased $61.2 million, or 8.2%, to $686.6 million in the first quarter of
2022 from $747.8 million in the first quarter of 2021. In 2021, the net interest
margin benefited from interest and fees related to PPP loans, which were
$3.4 million higher than those in 2022, and which did not proportionately
increase average interest earning assets. The net interest margin also reflected
the impact of 4.8% weighted average floors on non-SBA CRE bridge loans, at fair
value. Yields on variable rate loans generally fell as a result of the Federal
Reserve rate reductions in 2020, and continued to decrease as new loans were
made at lower rates while higher rate loans repaid. In the first quarter of
2022, the average yield on our loans decreased to 3.93% from 4.27% for the first
quarter of 2021, a decrease of 34 basis points. Yields on taxable investment
securities in the first quarter of 2022 decreased to 2.08% compared to 2.95% for
the first quarter of 2021, a decrease of 87 basis points. The cost of total
deposits and interest bearing liabilities decreased 2 basis points to 0.19% for
the first quarter of 2022 compared to 0.21% in the first quarter of 2021. In
March 2022, the Federal Reserve began raising rates, with an initial hike of
.25%, and additional hikes projected going forward. While the majority of our
loans and securities are rate sensitive and should increase as rates increase,
those cumulative hikes must exceed the difference between current loan rates and
rate floors on certain loans. Accordingly, cumulative rate hikes approaching 2%
might be required to increase net interest income. Please see "Asset and
Liability Management."

                                       41

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



                                                     Three months ended March 31,
                                              2022                                    2021
                                 Average                    Average      Average                  Average
                                 Balance        Interest      Rate       Balance      Interest      Rate
                                                        (dollars in thousands)
Assets:
Interest earning assets:
Loans, net of deferred loan
fees and costs **            $     5,136,377    $ 50,508       3.93%   $ 4,476,617    $ 47,811       4.27%
Leases-bank qualified*                 4,015         105      10.46%         6,982         118       6.76%
Investment
securities-taxable                   939,511       4,891       2.08%     1,193,009       8,808       2.95%
Investment
securities-nontaxable*                 3,559          32       3.60%         4,042          35       3.46%
Interest earning deposits at
Federal Reserve Bank                 686,614         347       0.20%       

747,845 183 0.10% Net interest earning assets 6,770,076 55,883 3.30% 6,428,495 56,955 3.54%



Allowance for credit losses          (17,810)                              

(16,069)


Assets held-for-sale from
discontinued operations                     -           -          -       109,128         853       3.13%
Other assets                         224,312                               214,171
                             $     6,976,578                           $ 6,735,725

Liabilities and
shareholders' equity:
Deposits:
Demand and interest checking $     5,575,228    $  1,406       0.10%   $ 5,501,697    $  1,617       0.12%
Savings and money market             532,047         200       0.15%       407,186         149       0.15%
Total deposits                     6,107,275       1,606       0.11%     

5,908,883 1,766 0.12%



Short-term borrowings                    555            -          -        13,055           8       0.25%
Repurchase agreements                     41            -          -            41            -          -
Subordinated debt                     13,401         116       3.46%        13,401         113       3.37%
Senior debt                           98,724       1,279       5.18%       100,140       1,279       5.11%
Total deposits and
liabilities                        6,219,996       3,001       0.19%     6,035,520       3,166       0.21%

Other liabilities                    104,207                               111,241
Total liabilities                  6,324,203                             6,146,761

Shareholders' equity            652,375                               588,964
                             $     6,976,578                           $ 6,735,725

Net interest income on tax
equivalent basis *                              $ 52,882                              $ 54,642

Tax equivalent adjustment                             29                                    32

Net interest income                             $ 52,853                              $ 54,610

Net interest margin *                                          3.12%                                 3.34%

* Full taxable equivalent basis, using 21% statutory Federal tax rates in 2022 and 2021.
** Includes commercial loans, at fair value. All periods include non-accrual loans.
NOTE: In the table above, the 2021 interest on loans reflects $1.4 million of interest and fees which were
earned on a short-term line of credit to another institution to initially fund PPP loans, which did not
significantly increase average loans or assets and which are not expected to recur. Interest on loans for
2022 and 2021 includes $440,000 and $2.4 million, respectively, of interest and fees on PPP loans.


For the first quarter of 2022, average interest earning assets increased to
$6.77 billion, an increase of $341.6 million, or 5.3%, from $6.43 billion in the
first quarter of 2021. The increase reflected increased average balances of
loans and leases of $656.8 million, or 14.6%, partially offset by decreased
average investment securities of $254.0 million, or 21.2%. For those respective
periods, average demand and interest checking deposits increased $73.5 million,
or 1.3%, primarily as a result of deposit growth in prepaid and debit card
accounts. The $124.9 million increase in average savings and money market
balances between these respective periods reflected growth in interest bearing
accounts offered by our affinity group clients to prepaid and debit card account
customers. A portion of the 2021 deposits resulted from economic stimulus
payments related to the pandemic, and was temporary. The interest expense shown
for demand and interest checking is primarily comprised of interest paid to our
affinity groups.

Provision for Credit Losses. Our provision for credit losses was $1.5 million
for the first quarter of 2022 compared to $822,000 for the first quarter of
2021. The increase reflected higher allowances on specific loans while both
periods reflected the impact of loan growth on the CECL model. The allowance for
credit losses was $19.1 million, or 0.46%, of total loans at March 31, 2022,
compared to $17.8 million, or 0.48%, of total loans at December 31, 2021. We
believe that our allowance is adequate to cover expected losses. For more
information about our provision and allowance for credit losses and our loss
experience, see "Financial Condition-Allowance for

                                       42

--------------------------------------------------------------------------------
credit losses", "-Net charge-offs," and "-Non-performing loans, loans 90 days
delinquent and still accruing, and troubled debt restructurings," below and Note
6 to the consolidated financial statements.

Non-Interest Income. Non-interest income was $25.1 million in the first quarter
of 2022 compared to $24.1 million in the first quarter of 2021. The
$1.0 million, or 4.3%, increase between those respective periods was primarily
the result of an increase in net realized and unrealized gains on non-SBA CRE
bridge loans, at fair value. Net realized and unrealized gains on such loans
increased to a gain of $3.4 million from a gain of $2.0 million. The
$1.4 million change was primarily the result of fees related to repayments of
non-SBA CRE bridge loans. The gain in 2022 also included a gain on hedges
related to those loans, partially offset by $1.2 million of fair value losses.
The fair value losses reflected the increase in market interest rates on fixed
rate loans. Prepaid, debit card and related fees decreased $556,000, or 2.9%, to
$18.7 million for the first quarter of 2022 compared to $19.2 million in the
first quarter of 2021. The decrease reflected lower transaction volume resulting
from an affinity client relationship transitioning to its own bank, which offset
growth in other debit and prepaid card account programs. Related fees in this
category include income related to the use of cash in ATMs for prepaid payroll
cardholders. ACH, card and other payment processing fees increased $188,000, or
10.5%, to $2.0 million for the first quarter of 2022 compared to $1.8 million in
the first quarter of 2021, reflecting increased ACH volume. Leasing related
income increased $8,000, or 0.8%, to $973,000 for the first quarter of 2022 from
$965,000 for the first quarter of 2021. Both periods reflected vehicle sales at
relatively higher market prices due to vehicle shortages. Other non-interest
income increased $11,000, or 10.1%, to $120,000 for the first quarter of 2022
from $109,000 in the first quarter of 2021.

Non-Interest Expense. Total non-interest expense was $38.4 million for the first
quarter of 2022, a decrease of $3.5 million, or 8.4%, compared to $41.9 million
for the first quarter of 2021. Salaries and employee benefits decreased to
$23.8 million for the first quarter of 2022, a decrease of $1.8 million, or
7.1%, from $25.7 million for the first quarter of 2021. Lower salary expense in
2022 reflected lower incentive compensation expense, including equity
compensation expense. Depreciation and amortization increased $86,000, or 12.1%,
to $795,000 in the first quarter of 2022 from $709,000 in the first quarter of
2021, primarily as a result of equipment additions related to a new data center
and a new telephone system. Rent and occupancy increased $39,000, or 3.1%, to
$1.3 million in the first quarter of 2022 from $1.3 million in the first quarter
of 2021. Data processing increased $63,000, or 5.6%, to $1.2 million in the
first quarter of 2022 from $1.1 million in the first quarter of 2021. Printing
and supplies increased $20,000, or 30.3%, to $86,000 in the first quarter of
2022 from $66,000 in the first quarter of 2021. Audit expense decreased $1,000,
or 0.3%, to $362,000 in the first quarter of 2022 from $363,000 in the first
quarter of 2021. Legal expense decreased $1.3 million, or 61.3%, to $794,000 in
the first quarter of 2022 from $2.1 million in the first quarter of 2021,
reflecting decreased costs associated with the Cascade matter and two
fact-finding inquiries by the SEC as described in Note 14 to the consolidated
financial statements. Amortization of intangible assets decreased by $0, or
0.0%, to $99,000 in the first quarter of 2022 from $99,000 in the first quarter
of 2021. FDIC insurance expense decreased $1.4 million, or 59.1%, to $974,000
for the first quarter of 2022 from $2.4 million in the first quarter of 2021
primarily due to a reduction in the Bank's assessment rate resulting from the
reclassification of certain of our deposits from brokered to non-brokered. The
assessment rate is subject to multiple factors which may significantly change
the amount assessed. Accordingly, we cannot assure you that reduced rates will
continue. Software expense increased $180,000, or 4.9%, to $3.9 million in the
first quarter of 2022 from $3.7 million in the first quarter of 2021. The
increase reflected expenditures for information technology to improve efficiency
and scalability, including expenses related to cybersecurity. Insurance expense
increased $319,000, or 42.8%, to $1.1 million in the first quarter of 2022
compared to $745,000 in the first quarter of 2021, reflecting higher rates.
Telecom and IT network communications decreased $31,000, or 7.7%, to $374,000 in
the first quarter of 2022 from $405,000 in the first quarter of 2021. Consulting
increased $39,000, or 14.8%, to $303,000 in the first quarter of 2022 from
$264,000 in the first quarter of 2021. Other non-interest expense increased
$231,000, or 7.5%, to $3.3 million in the first quarter of 2022 from
$3.1 million in the first quarter of 2021. The $231,000 increase reflected a
$162,000 increase in travel expenses.

Income Taxes. Income tax expense for continuing operations was $9.1 million for
the first quarter of 2022 compared to $9.1 million in the first quarter of 2021.
A 24.0% effective tax rate in 2022 and a 25.8% effective tax rate in 2021
primarily reflected a 21% federal tax rate and the impact of various state
income taxes. The reduction in effective tax rate for 2022 reflected the impact
of a tax deduction related to stock-based compensation recorded as a discrete
item in 2021. The large deduction and tax benefit resulted from the increase in
the Company's stock price as compared to the original grant date of the stock
compensation.


Liquidity and Capital Resources



Liquidity defines our ability to generate funds to support asset growth, meet
deposit withdrawals, satisfy borrowing needs and otherwise operate on an ongoing
basis. We invest the funds we do not need for daily operations primarily in
overnight federal funds or in our interest-bearing account at the Federal
Reserve.
Our primary source of funding has been deposits. Average total deposits
increased by $198.4 million, or 3.4%, to $6.11 billion for the first quarter of
2022 compared to the first quarter of 2021. Federal Reserve average balances
decreased to $686.6 million in first quarter 2022 from $747.8 million in the
first quarter of 2021. First quarter deposit balances are temporarily increased
as a result of account holders' tax refunds. Overnight borrowings are also
periodically utilized as a funding source to facilitate cash management, but
average balances have generally not been significant.

                                       43

--------------------------------------------------------------------------------
Our primary source of liquidity is available-for-sale securities which amounted
to $907.3 million at March 31, 2022, compared to $953.7 million at December 31,
2021. Loan repayments, also a source of funds, were exceeded by new loan
disbursements during first quarter 2022. As a result, at March 31, 2022
outstanding loans amounted to $4.16 billion, compared to $3.75 billion at the
prior year end, an increase of $417.1 million, which was funded by deposits and
securities repayments. Commercial loans, at fair value, decreased to
$1.18 billion from $1.39 billion between those respective dates, a decrease of
$207.5 million, which also provided funding for other loan categories. In 2019
and previous years, these loans were generally originated for sale into
securitizations at six month intervals, but in 2020 we decided to retain such
loans on the balance sheet. While we suspended originating such loans after the
first quarter of 2020, we resumed originations, which consist primarily of
non-SBA CRE bridge loans, in the third quarter of 2021. Our liquidity planning
has not previously placed undue reliance on securitizations, and while our
future planning excludes the impact of securitizations, other liquidity sources,
primarily deposits, are determined to be adequate.

While we do not have a traditional branch system, we believe that our core
deposits, which include our demand, interest checking, savings and money market
accounts, have similar characteristics to those of a bank with a branch system.
The majority of our deposit accounts are obtained with the assistance of
third-parties and as a result have historically been classified as brokered by
the FDIC. Prior FDIC guidance for classification of deposit accounts as brokered
was relatively broad, and generally included accounts which were referred to or
"placed" with the institution by other companies. If the Bank ceases to be
categorized as "well capitalized" under banking regulations, it will be
prohibited from accepting, renewing or rolling over brokered deposits without
the consent of the FDIC. In such a case, the FDIC's refusal to grant consent to
our accepting, renewing or rolling over brokered deposits could effectively
restrict or eliminate the ability of the Bank to operate its business lines as
presently conducted. In December 2020, the FDIC issued a new regulation which,
in the third quarter of 2021, resulted in the majority of our deposits being
reclassified from brokered to non-brokered. Certain accounts currently remain
classified as brokered and require applications to the FDIC for
reclassification. As of March 31, 2022, approximately $2.04 billion of our total
deposit accounts of $6.23 billion were not insured by FDIC insurance, which
requires identification of the depositor and is limited to $250,000 per
identified depositor. Uninsured accounts may represent a greater liquidity risk
than FDIC-insured accounts, should large depositors withdraw funds as a result
of negative financial developments either at the Bank or in the economy.
Significant amounts of our uninsured deposits are comprised of small balances,
such as anonymous gift cards and corporate incentive cards for which there is no
identified depositor. We do not believe that such uninsured accounts present a
significant liquidity risk.

We focus on customer service which we believe has resulted in a history of
customer loyalty. Certain components of our deposits do experience seasonality,
creating greater excess liquidity at certain times. The largest deposit inflows
occur in the first quarter of the year when certain of our accounts are credited
with tax refund payments from the U.S. Treasury.

While consumer deposit accounts including prepaid and debit card accounts
comprise the vast majority of our funding needs, we maintain secured borrowing
lines with the Federal Home Loan Bank ("FHLB") and the Federal Reserve. As of
March 31, 2022, we had a line of credit with the Federal Reserve which exceeded
one billion dollars, which may be collateralized by various types of loans, but
which we generally have not used. To mitigate the impact of the COVID-19
pandemic, the Federal Reserve has encouraged banks to utilize their lines to
maximize the amount of funding available for credit markets. Accordingly, the
Bank has borrowed on its line on an overnight basis and may do so in the future.
The amount of loans pledged varies and the collateral may be unpledged at any
time to the extent the collateral exceeds advances. We have pledged in excess of
$1.3 billion of multi-family loans to the FHLB. As a result, we have
approximately $1.1 billion of availability on our line of credit which we can
access at any time. Additionally, in excess of $400 million of our
available-for-sale securities are U.S. government agency securities which are
highly liquid and may be pledged as additional collateral. Our collateralized
line of credit with the Federal Reserve Bank ("FRB") is $1.3 billion as of
March 31, 2022. No amounts are outstanding on either line at March 31, 2022. We
expect to continue to maintain our facilities with the FHLB and Federal Reserve.
We actively monitor our positions and contingent funding sources daily.

As a holding company conducting substantially all our business through our
subsidiaries, our near term need for liquidity consists principally of cash for
required interest payments on our trust preferred securities and senior debt.
Our sources of liquidity are primarily comprised of dividends from the Bank to
the holding company, and the issuance of debt. In the third quarter of 2020,
holding company cash was increased by approximately $98.2 million as a result of
the net proceeds of a senior debt offering. As of March 31, 2022, we had cash
reserves of approximately $50.2 million at the holding company. A reduction from
the prior quarter end reflected the impact of $15.0 million of common stock
repurchases. The biannual interest payments on the $100.0 million of senior debt
are approximately $2.4 million based on a fixed rate of 4.75%. Current quarterly
interest payments on the $13.4 million of subordinated debentures are
approximately $150,000 based on a floating rate of 3.25% over London Inter-bank
Offered Rate ("LIBOR"). The senior debt matures in August 2025 and the
subordinated debentures mature in March 2038. In lieu of repayment of debt from
Bank dividends, industry practice includes the issuance of new debt to repay
maturing debt.

Included in our cash and cash-equivalents at March 31, 2022 were $662.8 million of interest earning deposits which primarily consisted of deposits with the Federal Reserve.



In the first quarter of 2022, purchases of $7.4 million of securities were
exceeded by $31.6 million of redemptions. We had outstanding commitments to fund
loans, including unused lines of credit, of $2.12 billion and $2.15 billion as
of March 31, 2022 and December 31,

                                       44

--------------------------------------------------------------------------------
2021, respectively. The majority of our commitments are variable rate and
originate with security backed lines of credit. The recorded amount of such
commitments has, for many accounts, been based on the full amount of collateral
in a customer's investment account. The funding requirements for such
commitments occur on a measured basis over time and would be funded by normal
deposit growth. Additionally, these loans are "demand" loans and as such,
represent a contingency source of funding.

We must comply with capital adequacy guidelines issued by the FDIC. A bank must,
in general, have a Tier 1 leverage ratio of 5.00%, a ratio of Tier I capital to
risk-weighted assets of 8.0%, a ratio of total capital to risk-weighted assets
of 10.0% and a ratio of common equity tier 1 to risk weighted assets of 6.5% to
be considered "well capitalized." The Tier I leverage ratio is the ratio of Tier
1 capital to average assets for the quarter. "Tier I capital" includes common
shareholders' equity, certain qualifying perpetual preferred stock and minority
interests in equity accounts of consolidated subsidiaries, less intangibles. At
March 31, 2022, we were "well capitalized" under banking regulations.

The reduction in the leverage ratio, which is based on average quarterly assets,
from the prior quarter, reflected deposit inflows in the first quarter of 2022,
which resulted primarily from tax refunds deposited into customer accounts, a
significant amount of which is temporary until those funds are spent.

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



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

As of March 31, 2022
The Bancorp, Inc.                             9.47%             14.15%             14.56%      14.15%
The Bancorp Bank                             10.19%             15.23%             15.64%      15.23%
"Well capitalized" institution
(under FDIC regulations-Basel III)            5.00%              8.00%             10.00%       6.50%

As of December 31, 2021
The Bancorp, Inc.                            10.40%             14.72%             15.13%      14.72%
The Bancorp Bank                             10.98%             15.48%             15.88%      15.48%
"Well capitalized" institution
(under FDIC regulations-Basel III)            5.00%              8.00%             10.00%       6.50%



Asset and Liability Management



The management of rate sensitive assets and liabilities is essential to
controlling interest rate risk and optimizing interest margins. An interest rate
sensitive asset or liability is one that, within a defined time period, either
matures or experiences an interest rate change in line with general market
rates. Interest rate sensitivity measures the relative volatility of an
institution's interest margin resulting from changes in market interest rates.
While it is difficult to predict the impact of inflation and responsive Federal
Reserve rate changes on our net interest income, the Federal Reserve has
historically utilized interest rate increases in the overnight federal funds
rate as one tool in fighting inflation. Our largest funding source, prepaid and
debit card accounts, contractually adjust to only a portion of increases or
decreases in rates which are largely determined by such Federal Reserve actions.
That pricing has generally supported the maintenance of a balance sheet for
which net interest income tends to increase with increases in rates. While
deposits reprice to only a portion of rate increases, interest earning assets
tend to adjust more fully to rate increases at contractual pricing intervals
which may be monthly or up to several years. Most of our loans and securities
reprice monthly or quarterly, although some reprice over longer periods.
Additionally, the impact of loan interest rate floors which must be exceeded
before rates on certain loans increase, may result in decreases in net interest
income with lesser increases in rates. Primarily as a result of the impact of
such interest rate floors, cumulative Federal Reserve interest rate increases
approaching 200 basis points might be required to increase net interest income.

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



Both interest rate sensitivity modeling and gap analysis are done at a specific
point in time and involve a variety of significant estimates and assumptions.
Interest rate sensitivity modeling requires, among other things, estimates of
how much and when yields and costs on individual categories of interest earning
assets and interest bearing liabilities will respond to general changes in
market rates, future cash flows and discount rates. Gap analysis requires
estimates as to when individual categories of interest-sensitive assets and
liabilities will reprice, and assumes that assets and liabilities assigned to
the same repricing period will reprice at the same time and in the same amount.
Gap analysis does not account for the fact that repricing of assets and
liabilities is discretionary and subject to competitive and other

                                       45

--------------------------------------------------------------------------------
pressures. A gap is considered positive when the amount of interest rate
sensitive assets exceeds the amount of interest rate sensitive liabilities. A
gap is considered negative when the amount of interest rate sensitive
liabilities exceeds interest rate sensitive assets. During a period of falling
interest rates, a positive gap would tend to adversely affect net interest
income, while a negative gap would tend to result in an increase in net interest
income. During a period of rising interest rates, a positive gap would tend to
result in an increase in net interest income while a negative gap would tend to
affect net interest income adversely.

The following table sets forth the estimated maturity or repricing structure of
our interest earning assets and interest bearing liabilities at March 31, 2022.
Except as stated below, the amounts of assets or liabilities shown which reprice
or mature during a particular period were determined in accordance with the
contractual terms of each asset or liability. The majority of demand and
interest bearing demand deposits and savings deposits are assumed to be "core"
deposits, or deposits that will generally remain with us regardless of market
interest rates. We estimate the repricing characteristics of these deposits
based on historical performance, past experience, judgmental predictions and
other deposit behavior assumptions. However, we may choose not to reprice
liabilities proportionally to changes in market interest rates for competitive
or other reasons. Additionally, although non-interest bearing demand accounts
are not paid interest, we estimate certain of the balances will reprice as a
result of the contractual fees that are paid to the affinity groups which are
based upon a rate index, and therefore are included in interest expense. We have
adjusted the demand and interest checking balances in the table downward, to
better reflect the impact of their partial adjustment to changes in rates. Loans
and security balances, which adjust more fully to market rate changes, are based
upon actual balances. The rates on the vast majority of commercial loans, at
fair value, totaling approximately $1.18 billion at March 31, 2022, were at
their floors. Additionally, the rates on the vast majority of IBLOC loans
totaling approximately $907.1 million at March 31, 2022, were at their floors.
The table does not assume any prepayment of fixed-rate loans and mortgage-backed
securities are scheduled based on their anticipated cash flow, including
prepayments based on historical data and current market trends. The table does
not necessarily indicate the impact of general interest rate movements on our
net interest income because the repricing and related behavior of certain
categories of assets and liabilities is beyond our control as, for example,
prepayments of loans and withdrawal of deposits. As a result, certain assets and
liabilities indicated as repricing within a stated period may in fact reprice at
different times and at different rate levels.

                            1-90          91-364          1-3            3-5           Over 5
                            Days           Days          Years          Years          Years
                                                 (dollars in thousands)
Interest earning
assets:
Commercial loans, at
fair value              $ 1,057,763    $    11,365    $    23,675    $    81,312    $     6,770
Loans, net of deferred
loan fees and costs       3,163,600        110,915        303,960        376,503        209,320
Investment securities       488,023         78,077        122,057        138,081         81,100
Interest earning
deposits                    662,827               -              -              -              -
Total interest earning
assets                    5,372,213        200,357        449,692        595,896        297,190

Interest bearing
liabilities:
Demand and interest
checking                  3,600,418         52,494         52,494               -              -
Savings and money
market                      180,560        361,120        180,560               -              -
Securities sold under
agreements to
repurchase                       42               -              -              -              -
Senior debt and              13,401               -        98,774               -              -
subordinated debentures
Total interest bearing
liabilities               3,794,421        413,614        331,828               -              -
Gap                     $ 1,577,792    $  (213,257)   $   117,864    $   595,896    $   297,190
Cumulative gap          $ 1,577,792    $ 1,364,535    $ 1,482,399    $ 2,078,295    $ 2,375,485
Gap to assets ratio              22%           (3)%             2%             8%             5%
Cumulative gap to
assets ratio                     22%            19%            21%            29%            34%

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



The methods used to analyze interest rate sensitivity in this table have a
number of limitations. Certain assets and liabilities may react differently to
changes in interest rates even though they reprice or mature in the same or
similar time periods. The interest rates on certain assets and liabilities may
change at different times than market interest rates, with some changing in
advance of changes in market rates and some lagging behind changes in market
rates. Additionally, the actual prepayments and withdrawals we experience when
interest rates change may deviate significantly from those assumed in
calculating the data shown in the table. Accordingly, actual results can and
often do differ from projections. While the gap table above shows a positive
gap, cumulative Federal Reserve interest rate increases approaching 200 basis
points might be required to increase net interest income, primarily as a result
of interest rate floors.



Financial Condition

General. Our total assets at March 31, 2022 were $7.08 billion, of which our
total loans were $4.16 billion, and our commercial loans, at fair value, were
$1.18 billion. At December 31, 2021, our total assets were $6.84 billion, of
which our total loans were $3.75 billion, and our commercial loans, at fair
value were $1.39 billion. The increase in assets reflected an increase in
deposits which reflected the seasonal deposit inflows resulting from federal tax
refunds.

                                       46

--------------------------------------------------------------------------------
Interest earning deposits and federal funds sold. At March 31, 2022, we had a
total of $662.8 million of interest earning deposits compared to $596.4 million
at December 31, 2021, an increase of $66.4 million. These deposits were
comprised primarily of balances at the Federal Reserve, which reflected the
elevated seasonal tax refund deposits noted above.

Investment portfolio. For detailed information on the composition and maturity
distribution of our investment portfolio, see Note 5 to the consolidated
financial statements. Total investment securities decreased to $907.3 million at
March 31, 2022, a decrease of $46.4 million, or 4.9%, from December 31, 2021.
The decrease reflected securities repayments.

Under the accounting guidance related to CECL, changes in fair value of
securities unrelated to credit losses, continue to be recognized through equity.
However, credit-related losses are recognized through an allowance, rather than
through a reduction in the amortized cost of the security. CECL accounting
guidance also permits the reversal of allowances for credit deterioration in
future periods based on improvements in credit, which was not included in
previous guidance. Generally, a security's credit-related loss is the difference
between its amortized cost basis and the best estimate of its expected future
cash flows discounted at the security's effective yield. That difference is
recognized through the income statement, as with prior guidance, but is renamed
a provision for credit loss. For the three months ended March 31, 2022 and 2021,
we recognized no credit-related losses on our portfolio.
Investments in Federal Home Loan and Atlantic Central Bankers Bank stock are
recorded at cost and amounted to $1.7 million at March 31, 2022 and $1.7 million
at December 31, 2021. Federal Home Loan Bank stock purchases are required in
order to borrow from the Federal Home Loan Bank. Both the FHLB and Atlantic
Central Bankers Bank require its correspondent banking institutions to hold
stock as a condition of membership.
At March 31, 2022 and December 31, 2021 no investment securities were encumbered
as there were no borrowings as of those dates.
Of the six securities we purchased from our securitizations, all have been
repaid except those from CRE-2 and CRE-6. Payments on CRE-6 are on schedule. As
of March 31, 2022, the principal balance of the security we owned issued by
CRE-2 was $12.6 million. Repayment is expected from the workout or disposition
of commercial real estate collateral, after repayment of more senior tranches.
Our $12.6 million security has 47% excess credit support; thus, losses of 47% of
remaining security balances would have to be incurred, prior to any loss on our
security. Additionally, the commercial real estate collateral supporting three
of the remaining four loans was re-appraised in 2020 and 2021. The updated
appraised value is approximately $70.3 million, which is net of $3.5 million due
to the servicer. The remaining principal to be repaid on all securities is
approximately $66.2 million and, as noted, our security is scheduled to be
repaid prior to 47% of the outstanding securities. However, any future
reappraisals could result in further decreases in collateral valuation. While
available information indicates that the value of existing collateral will be
adequate to repay our security, there can be no assurance that such valuations
will be realized upon loan resolutions, and that deficiencies will not exceed
the 47% credit support.

The following table shows the contractual maturity distribution and the weighted
average yield of our investment portfolio security as of March 31, 2022 (in
thousands). The weighted average yield was calculated by dividing the amount of
individual securities to total securities in each category, multiplying by the
yield of the individual security and adding the results of those individual
computations.

                                                 After                  After
                           Zero                  one to                five to                  Over
                          to one     Average      five      Average      ten       Average      ten       Average
Available-for-sale         year       yield      years       yield      years       yield      years       yield      Total
U.S. Government agency
securities               $       -         -   $   3,025      2.27%   $  14,269      2.72%   $  12,912      2.32%   $  30,206
Asset-backed
securities                       -         -       6,158      1.91%     139,976      1.85%     210,205      2.03%     356,339

Tax-exempt obligations
of states and
political subdivisions
*                                -         -       3,583      2.77%            -         -            -         -       3,583
Taxable obligations of
states and political
subdivisions                     -         -      39,745      3.18%       6,458      4.28%            -         -      46,203
Residential
mortgage-backed
securities                       -         -      41,521      2.45%      17,608      3.01%     107,970      1.67%     167,099
Collateralized
mortgage obligation
securities                       -         -         452      1.83%       8,151      2.41%      45,223      1.98%      53,826
Commercial
mortgage-backed
securities                 20,797      2.58%      47,840      2.61%      32,078      1.21%     142,677      2.94%     243,392
Corporate debt
securities                       -         -            -         -            -         -       6,690      3.68%       6,690
Total                    $ 20,797              $ 142,324              $ 218,540              $ 525,677              $ 907,338
Weighted average yield                 2.58%                  2.69%                  2.00%                  2.21%


* If adjusted to their taxable equivalents, yields would approximate 3.51% for one to five years at a Federal tax rate of 21%.



Commercial loans, at fair value. Commercial loans, at fair value are comprised
of non-SBA CRE loans and SBA loans which had been originated for sale or
securitization through first quarter 2020, and which are now being held on the
balance sheet. Non-SBA CRE loans and SBA loans are valued using a discounted
cash flow analysis based upon pricing for similar loans where market indications
of the sales price of such loans are not available, on a pooled basis.
Commercial loans, at fair value decreased to $1.18 billion at March 31, 2022
from $1.39 billion at December 31, 2021 reflecting the impact of loan
repayments. These loans continue to be accounted for at
                                       47

--------------------------------------------------------------------------------
fair value. In the third quarter of 2021 we resumed originating non-SBA CRE
loans, after suspending such originations in the first quarter of 2020. These
originations reflect lending criteria similar to the existing loan portfolio and
are primarily comprised of multi-family (apartment buildings) collateral. The
new originations, which are intended to be held for investment, are accounted
for at amortized cost. Interest rates shown in that table represent rate floors,
set at origination. Rates on new loans will vary with market rates for such
loans.
Loan portfolio. Total loans increased to $4.16 billion at March 31, 2022 from
$3.75 billion at December 31, 2021.
The following table summarizes our loan portfolio, excluding loans held at fair
value, by loan category for the periods indicated (in

thousands):



                                                        March 31,    December 31,
                                                           2022          2021
SBL non-real estate                                    $   122,387   $    147,722
SBL commercial mortgage                                    385,559        361,171
SBL construction                                            31,432         27,199
Small business loans                                       539,378        536,092
Direct lease financing                                     538,616        531,012
SBLOC / IBLOC *                                          2,067,233      1,929,581
Advisor financing **                                       146,461        115,770
Real estate bridge loans                                   803,477        621,702
Other loans ***                                             61,096          5,014
                                                         4,156,261      3,739,171
Unamortized loan fees and costs                              8,037          

8,053


Total loans, including unamortized loan fees and costs $ 4,164,298   $  3,747,224


                                                          March 31,     December 31,
                                                            2022            2021

SBL loans, including costs net of deferred fees of $6,084 and $5,345 for March 31, 2022 and December 31, 2021, respectively $ 545,462 $

541,437

SBL loans included in commercial loans, at fair value 183,408

199,585


Total small business loans ****                          $  728,870    $    

741,022




* Securities Backed Lines of Credit, or SBLOC, are collateralized by marketable
securities, while Insurance Backed Lines of Credit, or IBLOC, are collateralized
by the cash surrender value of insurance policies. At March 31, 2022 and
December 31, 2021, respectively, IBLOC loans amounted to $907.1 million and
$788.3 million.

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

*** Includes demand deposit overdrafts reclassified as loan balances totaling
$310,000 and $322,000 at March 31, 2022 and December 31, 2021, respectively.
Estimated overdraft charge-offs and recoveries are reflected in the allowance
for credit losses and have been immaterial.

**** The small business loans held at fair value are comprised of the government
guaranteed portion of SBA 7a loans at the dates indicated. A reduction in SBL
non-real estate from $147.7 million to $122.4 million in the first quarter of
2022 resulted from U.S. government repayments of $21.1 million of PPP loans
authorized by The Consolidated Appropriations Act, 2021. PPP loans totaled
$23.7 million at March 31, 2022 and $44.8 million at December 31, 2021,
respectively.

The following table summarizes our small business loan portfolio, including loans held at fair value, by loan category as of March 31, 2022 (in thousands):





                                                                Loan 

principal

U.S. government guaranteed portion of SBA loans (a)            $       

368,932


Paycheck Protection Program loans (PPP) (a)                             23,713
Commercial mortgage SBA (b)                                            191,635
Construction SBA (c)                                                    18,614

Non-guaranteed portion of U.S. government guaranteed loans (d) 100,478 Non-SBA small business loans (e)


16,700
Total principal                                                $       720,072
Unamortized fees and costs                                               8,798
Total small business loans                                     $       728,870

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

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

(c)Of the $18.6 million in Construction SBA loans, $15.8 million are 504 first mortgages with an origination date LTV of 50-60% and $2.8 million are SBA interim loans with an approved SBA post-construction full takeout/payoff.



(d)The $100.5 million represents the unguaranteed portion of 7a loans which are
70% or more guaranteed by the U.S. government. 7a loans are not made on the
basis of real estate LTV; however, they are subject to SBA's "All Available
Collateral" rule which mandates that to the extent a borrower or its 20% or
greater principals have available collateral (including personal residences),
the collateral must be pledged to fully collateralize the loan, after applying
SBA-determined liquidation rates. In addition, all 7a and 504 loans require the
personal guaranty of all 20% or greater owners.

                                       48

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


(e)The $16.7 million of non-SBA loans is comprised of approximately 20
conventional coffee/doughnut/carryout franchisee note purchases. The majority of
purchased notes were made to multi-unit operators, are considered seasoned and
have performed as agreed.

The following table summarizes our small business loan portfolio, excluding the
government guaranteed portion of SBA 7a loans and PPP loans, by loan type as of
March 31, 2022 (dollars in thousands):



                         SBL
                     commercial                           SBL non-real
                      mortgage*      SBL construction*       estate          Total       % Total
Hotels (except
casino hotels) and
motels              $     65,808    $            5,490    $         21    $   71,319          22%
Full-service
restaurants               12,641                 1,999           2,370        17,010           5%
Outpatient mental
health and
substance abuse
centers                   14,713                      -               -       14,713           4%
Child day care
services                  12,278                      -            962        13,240           4%
Baked goods stores         4,382                      -          8,727        13,109           4%
Car washes                10,357                   746             119        11,222           3%
Offices of lawyers         9,310                      -               -        9,310           3%
Assisted living
facilities for the
elderly                    8,844                      -               -        8,844           3%
Funeral homes and
funeral services           8,233                      -               -        8,233           3%
Gasoline stations
with convenience
stores                     8,219                      -               -        8,219           3%
Lessors of
nonresidential
buildings (except
miniwarehouses)            7,943                      -               -        7,943           2%
General warehousing
and storage                7,036                      -               -        7,036           2%
Fitness and
recreational sports
centers                      456                 4,507           1,561         6,524           2%
Limited-service
restaurants                1,129                 1,820           3,040         5,989           2%
All other amusement
and recreation
industries                 4,581                    33           1,069         5,683           2%
Other technical and
trade schools                 44                 4,867                -        4,911           1%
Other spectator
sports                     4,790                      -               -        4,790           1%
Other warehousing
and storage                3,200                      -               -        3,200           1%
Plumbing, heating,
and
air-conditioning
contractors                2,893                      -            267         3,160           1%
Offices of dentists        2,595                   372              91         3,058           1%
All other
miscellaneous wood
product
manufacturing              2,987                      -               -        2,987           1%
Offices of
physicians                 2,743                      -              8         2,751           1%
Elementary and
secondary schools          2,464                      -               -        2,464           1%

Landscaping


services                   1,055                   144           1,251         2,450           1%
Lessors of other
real estate
property                   2,416                      -               -        2,416           1%
All other
miscellaneous
general purpose
machinery
manufacturing              2,416                      -               -        2,416           1%
Sewing, needlework,
and piece goods
stores                     2,311                      -               -        2,311           1%
Automotive body,
paint, and interior
repair and
maintenance                1,720                      -            577         2,297           1%
Pet care (except
veterinary)
services                   1,895                      -            345         2,240           1%
Amusement arcades          2,208                      -               -        2,208           1%
Caterers                   2,097                      -            105         2,202           1%
Offices of real
estate agents and
brokers                    2,155                      -               -        2,155           1%
Vocational
rehabilitation
services                   2,016                      -               -        2,016           1%
Other**                   44,061                 1,450          23,491        69,002          18%
                    $    261,996    $           21,428    $     44,004    $  327,428         100%


* Of the SBL commercial mortgage and SBL construction loans, $73.2 million
represents the total of the non-guaranteed portion of SBA 7a loans and non-SBA
loans. The balance of those categories represents SBA 504 loans with 50%-60%
origination date loan-to-values.

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


                                       49

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

The following table summarizes our small business loan portfolio, excluding the government guaranteed portion of SBA 7a loans and PPP loans, by state as of March 31, 2022 (dollars in thousands):





                         SBL
                     commercial                           SBL non-real
                      mortgage*      SBL construction*       estate          Total       % Total
Florida             $     62,188    $              383    $      5,316    $   67,887          21%
California                44,204                 1,999           4,034        50,237          15%
North Carolina            23,625                 6,854           2,438        32,917          10%
Pennsylvania              28,802                      -          2,561        31,363          10%
New York                  17,678                 5,490           2,917        26,085           8%
Illinois                  14,824                      -          2,176        17,000           5%
Texas                     12,277                      -          3,718        15,995           5%
New Jersey                 7,097                      -          6,712        13,809           4%
Colorado                   4,093                 5,513           1,382        10,988           3%
Virginia                   9,302                      -          1,456        10,758           3%
Tennessee                  8,189                      -            383         8,572           3%
Georgia                    3,017                      -          1,340         4,357           1%
Ohio                       3,672                      -            516         4,188           1%
Michigan                   3,301                      -            796         4,097           1%
Washington                 2,767                      -            193         2,960           1%
Other States              16,960                 1,189           8,066        26,215           9%
                    $    261,996    $           21,428    $     44,004    $  327,428         100%


* Of the SBL commercial mortgage and SBL construction loans, $73.2 million
represents the total of the non-guaranteed portion of SBA 7a loans and non-SBA
loans. The balance of those categories represents SBA 504 loans with 50%-60%
origination date loan-to-values.

The following table summarizes the 10 largest loans in our small business loan portfolio, including loans held at fair value, as of March 31, 2022 (in thousands):





Type*                                         State       SBL commercial 

mortgage*


Mental health and substance abuse center  Florida         $                 10,156
Hotel                                     Florida                            8,729
Lawyers office                            California                         8,581
General warehousing and storage           Pennsylvania                       7,036
Hotel                                     North Carolina                     5,774
Hotel                                     New York                           5,419
Assisted living facility                  Florida                            5,153
Technical and trade school                North Carolina                     4,867
Hotel                                     North Carolina                     4,704
Mental health and substance abuse center  Pennsylvania                       4,557
Total                                                     $                 64,976

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



Commercial real estate loans, primarily bridge loans, excluding SBA loans, are
as follows including LTV at origination as of March 31, 2022 (dollars in
thousands):



                                                             Weighted average      Weighted
                                                             origination date       average
                                  # Loans      Balance             LTV           interest rate
Real estate bridge loans
(multi-family apartment loans
recorded at book value)*               74    $   803,477                   74%           3.99%

Non-SBA commercial real estate
loans, at fair value:
Multi-family (apartment bridge
loans)*                                67    $   858,200                   76%           4.71%
Hospitality (hotels and lodging)        9         70,600                   65%           5.68%
Retail                                  5         59,233                   71%           4.28%
Other                                   6         15,914                   73%           5.13%
                                       87      1,003,947                   75%           4.76%
Fair value adjustment                             (6,470)
Total non-SBA commercial real
estate loans, at fair value                      997,477
Total commercial real estate
loans                                        $ 1,800,954                   75%           4.43%


*In the third quarter of 2021, we resumed the origination of multi-family
apartment loans. These are similar to the multi-family apartment loans carried
at fair value, but at origination are intended to be held on the balance sheet,
so are not accounted for at fair value.

                                       50

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


The following table summarizes our commercial real estate loans, primarily
bridge loans excluding SBA loans, by state as of March 31, 2022 (dollars in
thousands):



                                 Balance     Origination date LTV
Texas                          $   708,304                     76%
Georgia                            171,385                     74%
Ohio                               122,573                     72%
Alabama                             89,835                     74%
Florida                             80,089                     73%
Tennessee                           64,583                     68%
Arizona                             55,319                     74%
Other States each <$55 million     508,866                     74%
Total                          $ 1,800,954                     74%


The following table summarizes our 15 largest commercial real estate loans, primarily bridge loans, excluding SBA loans, as of March 31, 2022 (dollars in thousands). All these loans are multi-family loans.





                  Balance    Origination date LTV
Texas            $  41,040                     75%
Texas               39,345                     79%
Texas               37,283                     75%
Texas               36,992                     80%
Tennessee           30,361                     62%
Missouri            30,000                     72%
Texas               29,962                     75%
Mississippi         28,853                     79%
Texas               28,500                     77%
North Carolina      27,969                     77%
Texas               27,481                     77%
New Jersey          26,800                     77%
Oklahoma            26,800                     78%
Ohio                26,403                     74%
Texas               25,850                     77%
15 Largest loans $ 463,639                     76%


The following table summarizes our institutional banking portfolio by type as of March 31, 2022 (dollars in thousands):





Type                                       Principal    % of total

Securities backed lines of credit (SBLOC) $ 1,160,141 52% Insurance backed lines of credit (IBLOC) 907,092 41% Advisor financing

                             146,461           7%
Total                                     $ 2,213,694         100%


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

The following table summarizes our top 10 SBLOC loans as of March 31, 2022
(dollars in thousands):



                           Principal amount   % Principal to collateral
                           $         17,506                          38%
                                     14,428                          29%
                                      9,465                          33%
                                      9,376                          61%
                                      9,034                          38%
                                      8,441                          72%
                                      7,907                          67%
                                      7,496                          74%
                                      6,690                          35%
                                      6,492                          13%
Total and weighted average $         96,835                          45%


                                       51

--------------------------------------------------------------------------------
IBLOC loans are backed by the cash value of life insurance policies which have
been assigned to us. We lend up to 100% of such cash value. Our underwriting
standards require approval of the insurance companies which carry the policies
backing these loans. Currently, eight insurance companies have been approved
and, as of January 26, 2022, all were rated A (excellent or better) by AM BEST.

The following table summarizes our direct lease financing portfolio* by type as of March 31, 2022 (dollars in thousands):





                                                  Principal balance   % Total
Construction                                     $           98,638        18%
Government agencies and public institutions**                82,090        

15%


Waste management and remediation services                    63,823        

12%


Real estate and rental and leasing                           55,856        10%
Retail trade                                                 45,615         8%
Wholesale purchase                                           43,324         8%
Health care and social assistance                            30,494         

6%


Transportation and warehousing                               28,913         

5%


Professional, scientific, and technical services             19,485         4%
Wholesale trade                                              16,558         3%
Manufacturing                                                16,406         3%
Educational services                                          8,154         2%
Other                                                        29,260         6%
Total                                            $          538,616       100%

* Of the total $538.6 million of direct lease financing, $476.9 million consisted of vehicle leases with the remaining balance consisting of equipment leases.

** Includes public universities and school districts.

The following table summarizes our direct lease financing portfolio by state as of March 31, 2022 (dollars in thousands):





                Principal balance   % Total
Florida        $           91,293        17%
Utah                       47,354         9%
California                 46,693         9%
New Jersey                 39,061         7%
Pennsylvania               34,417         6%
New York                   30,535         6%
North Carolina             25,473         5%
Maryland                   23,543         4%
Texas                      21,873         4%
Connecticut                16,175         3%
Washington                 15,599         3%
Georgia                    12,873         2%
Idaho                      10,569         2%
Alabama                    10,111         2%
Tennessee                   9,827         2%
Other States              103,220        19%
Total          $          538,616       100%


                                       52

--------------------------------------------------------------------------------
The following table presents loan categories by maturity for the period
indicated. Actual repayments historically have, and will likely in the future,
continue to differ significantly from contractual maturities because individual
borrowers generally have the right to prepay loans, with or without prepayment
penalties. Please see "Asset and Liability Management" which addresses interest
rate risk.



                                                     March 31, 2022
                      Within        One to five     After five but
                     one year          years        within 15 years     After 15 years       Total
                                                     (in thousands)
SBL non-real
estate           $      14,930    $     62,709    $        126,676    $         1,394    $   205,709
SBL commercial
mortgage                18,045           3,083              96,485            373,782        491,395
SBL construction         3,856                -                   -            27,910         31,766
Leasing                 79,548         427,027              25,731              6,310        538,616
SBLOC/IBLOC          2,067,233                -                   -                  -     2,067,233
Advisor
financing                     -            771             145,690                   -       146,461
Real estate
bridge lending                -        803,477                    -                  -       803,477
Other loans             23,261          20,531               2,333             16,924         63,049
Loans at fair
value excluding
SBL                    696,770         296,958                    -             3,749        997,477
                 $   2,903,643    $  1,614,556    $        396,915    $    

  430,069    $ 5,345,183

Loan maturities
after one year
with:
Fixed rates
SBL non-real
estate                            $     23,713    $               -   $              -   $    23,713
Leasing                                427,027              25,731              6,310        459,068
Advisor
financing                                  771             145,690                   -       146,461
Other loans                              2,419                 320             16,606         19,345
Loans at fair
value excluding
SBL                                     65,397                    -                  -        65,397
Total loans at
fixed rates                            519,327             171,741             22,916        713,984

Variable rates
SBL non-real
estate                                  38,996             126,676              1,394        167,066
SBL commercial
mortgage                                 3,083              96,485            373,782        473,350
SBL construction                              -                   -            27,910         27,910
Real estate
bridge lending                         803,477                    -                  -       803,477
Other loans                             18,112               2,013                318         20,443
Loans at fair
value excluding
SBL                                    231,561                    -             3,749        235,310
Total at
variable rates                       1,095,229             225,174            407,153      1,727,556

Total                             $  1,614,556    $        396,915    $       430,069    $ 2,441,540


Allowance for credit losses. We review the adequacy of our allowance for credit
losses on at least a quarterly basis to determine a provision for credit losses
to maintain our allowance at a level we believe is appropriate to recognize
current expected credit losses. Our Chief Credit Officer oversees the loan
review department, which measures the adequacy of the allowance for credit
losses independently of loan production officers. For detailed information on
the allowance for credit loss methodology, please see Note 6 to the consolidated
financial statements.

At March 31, 2022, the allowance for credit losses amounted to $19.1 million
which represented a $1.2 million increase compared to the $17.8 million at
December 31, 2021. The increase reflected the impact of loan growth on the CECL
model and higher allowances on specific loans at March 31, 2022. Troubled debt
restructured loans are individually considered by comparing collateral values
with principal outstanding and establishing specific reserves within the
allowance. At March 31, 2022, there were 14 troubled debt restructured loans
with a balance of $5.3 million which had specific reserves of $655,000. These
reserves related primarily to the non-guaranteed portion of SBA loans for
start-up businesses.

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



The following loan review percentages are performed over periods of eighteen to
twenty-four months. At March 31, 2022, in excess of 50% of the total continuing
loan portfolio was reviewed by the loan review department or, for small business
loans, rated internally by that department. In addition to the review of all
classified loans, the targeted coverages and scope of the reviews are risk-based
and vary according to each portfolio as follows:

Securities Backed Lines of Credit (SBLOC) - The targeted review threshold for
2022 is 40%, including a sample focusing on the largest 25% of SBLOCs by
commitment. A random sample of at least twenty loans will be reviewed each
quarter. At March 31, 2022, approximately 51% of the SBLOC portfolio had been
reviewed.

                                       53

--------------------------------------------------------------------------------
Insurance Backed Lines of Credit (IBLOC) - The targeted review threshold for
2022 is 40%, including a sample focusing on the largest 25% of IBLOCs by
commitment. A random sample of at least twenty loans will be reviewed each
quarter. At March 31, 2022, approximately 55% of the IBLOC portfolio had been
reviewed.

Advisor Financing - The targeted review threshold for 2022 is 50%. At March 31,
2022, approximately 83% of the advisor financing portfolio had been reviewed.
The loan balance review threshold is $1.0 million.

Small Business Loans - The targeted review threshold for 2022 is 60%, to be
rated and/or reviewed within 90 days of funding, excluding fully guaranteed
loans purchased for CRA, and fully guaranteed PPP loans. The loan balance review
threshold is $1.5 million and additionally includes any classified loans. At
March 31, 2022, approximately 66% of the non-government guaranteed loan
portfolio had been reviewed.

Direct Lease Financing - The targeted review threshold for 2022 is 35%. At March 31, 2022, approximately 42% of the leasing portfolio had been reviewed. The loan balance review threshold is $1.5 million.



Commercial Real Estate Bridge Loans, at fair value and Commercial Real Estate
Bridge Loans held for investment (floating rate excluding SBA, which are
included in Small Business Loans above) - The targeted review threshold for 2022
is 60%. Floating rate loans will be reviewed initially within 90 days of funding
and will be monitored on an ongoing basis as to payment status. Subsequent
reviews will be performed for relationships over $10 million. At March 31, 2022,
approximately 100% of the non-SBA CRE floating rate loans outstanding for more
than 90 days had been reviewed.

Commercial Real Estate Loans, at fair value (fixed rate excluding SBA which are
included in Small Business Loans above) - The targeted review threshold for 2022
is 100%. At March 31, 2022, approximately 100% of the non-SBA CRE fixed rate
portfolio had been reviewed.

Specialty Lending - Specialty Lending, defined as commercial loans unique in
nature that do not fit into other established categories, will have a review
coverage threshold of 100% for non-CRA loans. At March 31, 2022, approximately
100% of the non-CRA loans had been reviewed.



Home Equity Lines of Credit or HELOC - Due to the small number and outstanding
balances of HELOCs only the largest loans will be subject to review. The
remaining loans are monitored and, if necessary, adversely classified under the
Uniform Retail Credit Classification and Account Management Policy. At March 31,
2022, approximately 68% of the HELOC portfolio had been reviewed.

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



                                                                 March 31, 2022
                     30-59 Days     60-89 Days        90+ Days                         Total                       Total
                      past due       past due      still accruing    

Non-accrual    past due      Current         loans
SBL non-real estate $     2,551    $     1,135    $           420    $      1,639    $  5,745    $   116,642    $   122,387
SBL commercial
mortgage                    283            215                   -            589       1,087        384,472        385,559
SBL construction               -              -                  -            710         710         30,722         31,432
Direct lease
financing                   734            652                613               8       2,007        536,609        538,616
SBLOC / IBLOC             1,706               -                  -               -      1,706      2,065,527      2,067,233
Advisor financing              -              -                  -               -           -       146,461        146,461
Real estate bridge
loans                          -              -                  -               -           -       803,477        803,477
Other loans                 274               -             3,564             675       4,513         56,583         61,096
Unamortized loan
fees and costs                 -              -                  -               -           -         8,037          8,037
                    $     5,548    $     2,002    $         4,597    $      3,621    $ 15,768    $ 4,148,530    $ 4,164,298


                                                               December 31, 2021
                     30-59 Days     60-89 Days        90+ Days                         Total                       Total
                      past due       past due      still accruing     Non-accrual    past due      Current         loans
SBL non-real estate $     1,375    $     3,138    $           441    $      1,313    $  6,267    $   141,455    $   147,722
SBL commercial
mortgage                       -           220                   -            812       1,032        360,139        361,171
SBL construction               -              -                  -            710         710         26,489         27,199
Direct lease
financing                 1,833            692                 20             254       2,799        528,213        531,012
SBLOC / IBLOC             5,985            289                   -               -      6,274      1,923,307      1,929,581
Advisor financing              -              -                  -               -           -       115,770        115,770
Real estate bridge
loans                          -              -                  -               -           -       621,702        621,702
Other loans                    -              -                  -             72          72          4,942          5,014
Unamortized loan
fees and costs                 -              -                  -               -           -         8,053          8,053
                    $     9,193    $     4,339    $           461    $      3,161    $ 17,154    $ 3,730,070    $ 3,747,224


Although we consider our allowance for credit losses to be adequate based on
information currently available, future additions to the allowance may be
necessary due to changes in economic conditions, our ongoing loss experience and
that of our peers, changes in

                                       54

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

management's assumptions as to future delinquencies, recoveries and losses, deterioration of specific credits and management's intent with regard to the disposition of loans and leases.



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



                                                               For the three months
                                                                       ended
                                                                or as of March 31,
                                                                 2022          2021
Ratio of:
Allowance for credit losses to total loans                       0.46%      

0.58%


Allowance for credit losses to non-performing loans *           231.82%     

119.65%


Non-performing loans to total loans*                             0.20%      

0.49%


Non-performing assets to total assets *                          0.38%      

0.40%


Net charge-offs to average loans                                 0.01%      

0.01%

* Includes loans 90 days past due still accruing interest.




The ratio of the allowance for credit losses to total loans decreased to 0.46%
as of March 31, 2022 from 0.58% at March 31, 2021. The reduction reflected a
decrease in allowances on specific loans while total loans outstanding between
the periods increased significantly. The ratio of the allowance for credit
losses to non-performing loans increased to 231.82% at March 31, 2022, from
119.65% at March 31, 2021, primarily as a result of a decrease in non-performing
SBA loans. That decrease was also reflected in the lower ratio of non-performing
assets to total assets which decreased to 0.38% at March 31, 2022 from 0.40% at
March 31, 2021, the impact of which was partially offset by a decrease in
assets. Net charge-offs to average loans remained constant at 0.01% for the
three months ended March 31, 2022 compared to 0.01% for the three months ended
March 31, 2021.
Net charge-offs. Net charge-offs were $258,000 for the three months ended
March 31, 2022, an increase of $8,000 from net charge-offs of $250,000 during
the comparable period of 2021. Charge-offs in both periods resulted primarily
from direct lease financing and non- real estate SBL charge-offs. SBL
charge-offs result primarily from the non-government guaranteed portion of SBA
loans.

The following tables reflect the relationship of average loan volume and net charge-offs by segment (dollars in thousands):





                                                                      March 31, 2022
                                  SBL
               SBL non-real    commercial                        Direct lease                       Advisor     Real estate
                  estate        mortgage     SBL construction     financing      SBLOC / IBLOC     financing    bridge loans    Other loans
Charge-offs    $        98    $          -   $               -   $       191    $             -   $         -   $          -   $           -
Recoveries              12               -                   -            19                  -             -              -               -
Net
charge-offs    $        86    $          -   $               -   $       172    $             -   $         -   $          -   $           -

Average loan
balance        $   135,055    $   373,365    $         29,316    $   534,814    $    1,998,407    $  131,116    $   712,589    $     33,055
Ratio of net
charge-offs
during the
period to
average loans
during the
period              0.06%                -                   -        0.03%                   -             -              -               -


                                                                March 31, 2021
                                   SBL
                SBL non-real    commercial                        Direct lease                       Advisor
                   estate        mortgage     SBL construction     financing      SBLOC / IBLOC     financing     Other loans
Charge-offs     $       144    $          -   $               -   $        97    $           15    $         -   $           -
Recoveries                4               -                   -             2                  -             -               -
Net charge-offs $       140    $          -   $               -   $        95    $           15    $         -   $           -

Average loan
balance         $   280,382    $   310,415    $         20,483    $   473,249    $    1,586,223    $   53,601    $      6,439
Ratio of net
charge-offs
during the
period to
average loans
during the
period               0.05%                -                   -        0.02%                   -             -               -


Non-accrual Loans, Loans 90 Days Delinquent and Still Accruing, Other Real
Estate Owned and Troubled Debt Restructurings. Loans are considered to be
non-performing if they are on a non-accrual basis or they are past due 90 days
or more and still accruing interest. A loan which is past due 90 days or more
and still accruing interest remains on accrual status only when it is both
adequately secured as to principal and interest, and is in the process of
collection. Troubled debt restructurings are loans with terms that have been
renegotiated to provide a reduction or deferral of interest or principal,
because of a weakening in the financial positions of the borrowers. We had
$18.9 million of other real estate owned ("OREO") at March 31, 2022 and
$18.9 million of OREO at December 31, 2021. The following tables summarize our
non-performing loans, OREO, and loans past due 90 days or more still accruing
interest.

                                       55

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

                                                  March 31,    December 31,
                                                     2022          2021
                                                        (in thousands)
Non-accrual loans
SBL non-real estate                               $   1,639   $       1,313
SBL commercial mortgage                                 589             812
SBL construction                                        710             710
Direct leasing                                            8             254
Other loans                                             607                -
Consumer - home equity                                   68              72
Total non-accrual loans                               3,621           3,161

Loans past due 90 days or more and still accruing     4,597             461
Total non-performing loans                            8,218           3,622
Other real estate owned                              18,873          18,873
Total non-performing assets                       $  27,091   $      22,495

Loans that were modified as of March 31, 2022 and December 31, 2021 and considered troubled debt restructurings are as follows



dollars in thousands):



                                               March 31, 2022                                                 December 31, 2021
                                         Pre-modification        Post-modification                        Pre-modification        Post-modification
                          Number        recorded investment     recorded

investment        Number        recorded investment     recorded investment
SBL non-real estate              12    $              1,451    $               1,451               9    $              1,231    $               1,231
Other loans                       1                   3,564                    3,564                -                       -                        -
Consumer - home equity            1                     245                      245               1                     248                      248
Total(1)                         14    $              5,260    $               5,260              10    $              1,479    $               1,479

(1)Troubled debt restructurings include non-accrual loans of $745,000 and $656,000 at March 31, 2022 and December 31, 2021, respectively.



The balances below provide information as to how the loans were modified as
troubled debt restructurings loans at March 31, 2022 and December 31, 2021 (in
thousands):



                                     March 31, 2022                                                December 31, 2021
                    Adjusted                               Combined rate                                                        Combined rate
                 interest rate        Extended maturity    and maturity   

Adjusted interest rate          Extended maturity    and maturity
SBL non-real
estate          $              -     $                 -   $      1,451    $                     -        $                 -   $      1,231
Other loans                    -                       -          3,564                          -                          -               -
Consumer - home
equity                         -                       -            245                          -                          -            248
Total(1)        $              -     $                 -   $      5,260    $                     -        $                 -   $      1,479

(1)Troubled debt restructurings include non-accrual loans of $745,000 and $656,000 at March 31, 2022 and December 31, 2021, respectively.



The tables above do not include loans which are reported at fair value. A
$30.0 million credit, collateralized by a commercial retail property with
multiple tenants, is included in commercial loans, at fair value. The underlying
collateral consists of a multi-tenant shopping center and the loan value had
been previously written down as a result of a decreased occupancy rate. By
December 31, 2020 the center had been substantially all leased and previous
write-downs had been reversed. On March 13, 2019, we renewed this loan for four
years and reduced the interest rate to the following: LIBOR plus 2% in year one,
increasing 0.5% each year until the fourth year when the rate will be LIBOR plus
3.5% which will also be the rate for a one year extension, if exercised. The
loan is performing in accordance with those restructured terms.

We had no commitments to extend additional credit to loans classified as troubled debt restructurings as of March 31, 2022 or December 31, 2021.

The following table summarizes loans that were restructured within the 12 months ended March 31, 2022 that have subsequently defaulted (in thousands):





                                      March 31, 2022
                     Number       Pre-modification recorded investment
SBL non-real estate       1      $                                 334
Total                     1      $                                 334


                                       56

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

The following table provides information about credit deteriorated loans at March 31, 2022 and December 31, 2021 (dollars in thousands):





                                                 March 31, 2022
                                      Unpaid                        Average        Interest
                     Recorded       ?principal      Related        ?recorded        ?income
                    ?investment      ?balance      ?allowance     ?investment     ?recognized
Without an
allowance recorded
SBL non-real
estate             $        529    $     3,278    $          -   $        469    $          2
SBL commercial
mortgage                       -              -              -            111                -
Direct lease
financing                     8              8               -            131                -
Other loans               4,171          4,171               -          4,171              29
Consumer - home
equity                      312            312               -            316               3
With an allowance
recorded
SBL non-real
estate                    1,817          1,817         (1,338)          1,648              10
SBL commercial
mortgage                    589            589           (116)            589                -
SBL construction            710            710            (34)            710                -
Total
SBL non-real
estate                    2,346          5,095         (1,338)          2,117              12
SBL commercial
mortgage                    589            589           (116)            700                -
SBL construction            710            710            (34)            710                -
Direct lease
financing                     8              8               -            131                -
Other loans               4,171          4,171               -          4,171              29
Consumer - home
equity                      312            312               -            316               3
                   $      8,136    $    10,885    $    (1,488)   $      8,145    $         44


                                                December 31, 2021
                                      Unpaid                        Average        Interest
                     Recorded       ?principal      Related        ?recorded        ?income
                    ?investment      ?balance      ?allowance     ?investment     ?recognized
Without an
allowance recorded
SBL non-real
estate             $        409    $     3,414    $          -   $        412    $          5
SBL commercial
mortgage                    223            246               -          1,717                -
Direct lease
financing                   254            254               -            430                -
Consumer - home
equity                      320            320               -            458               8
With an allowance
recorded
SBL non-real
estate                    1,478          1,478           (829)          2,267              13
SBL commercial
mortgage                    589            589           (115)          2,634                -
SBL construction            710            710            (34)            711                -
Direct lease
financing                      -              -              -            132                -
Consumer - other               -              -              -              5                -
Total
SBL non-real
estate                    1,887          4,892           (829)          2,679              18
SBL commercial
mortgage                    812            835           (115)          4,351                -
SBL construction            710            710            (34)            711                -
Direct lease
financing                   254            254               -            562                -
Consumer - other               -              -              -              5                -
Consumer - home
equity                      320            320               -            458               8
                   $      3,983    $     7,011    $      (978)   $      8,766    $         26


We had $3.6 million of non-accrual loans at March 31, 2022 compared to
$3.2 million of non-accrual loans at December 31, 2021. The $460,000 increase in
non-accrual loans was primarily due to $576,000 of loans placed on non-accrual
status partially offset by $98,000 of charge-offs. Loans past due 90 days or
more still accruing interest amounted to $4.6 million at March 31, 2022 and
$461,000 at December 31, 2021. The $4.1 million increase reflected $614,000 of
additions, $44,000 of loan payments and $3.6 million of loans reclassified from
discontinued operations.

We had $18.9 million of OREO at March 31, 2022 and $18.9 million of OREO at December 31, 2021 after the reclassification of $17.3 million from discontinued operations. There was no other significant activity during the quarter.

We evaluate loans under an internal loan risk rating system as a means of identifying problem loans. At March 31, 2022 and December 31, 2021 loans accordingly classified were segregated by year of origination and are shown in Note 6 to the consolidated financial statements.

Premises and equipment, net. Premises and equipment amounted to $16.3 million at March 31, 2022 compared to $16.2 million at December 31, 2021. The decrease reflected depreciation.

Assets held-for-sale from discontinued operations. Assets held-for-sale from discontinued operations were reclassified to continuing operations as of March 31, 2022 and as of prior period reporting dates. Those assets had consisted primarily of commercial, commercial


                                       57

--------------------------------------------------------------------------------
mortgage and construction loans, and OREO, which consisted primarily of a
Florida mall which has been written down to $15.0 million. We expect to continue
our efforts to dispose of the mall, which was appraised in December 2021 for
$21.4 million.

Deposits. Our primary source of funding is deposit acquisition. We offer a
variety of deposit accounts with a range of interest rates and terms, including
demand, checking and money market accounts. The majority of our deposits are
generated through prepaid card and other payments related deposit accounts. One
strategic focus is growing these accounts through affinity groups. At March 31,
2022, we had total deposits of $6.23 billion compared to $5.98 billion at
December 31, 2021, an increase of $251.4 million, or 4.2%. The increase
reflected tax refunds deposited into customer accounts, a significant amount of
which is temporary until those funds are spent.
The following table presents the average balance and rates paid on deposits for
the periods indicated (dollars in thousands):

                                     For the three months ended        For the year ended
                                           March 31, 2022              December 31, 2021
                                        Average          Average      Average       Average
                                        balance           rate        balance        rate

  Demand and interest checking *   $       5,575,228        0.10%   $ 5,321,283        0.09%
  Savings and money market                   532,047        0.15%       427,708        0.14%
  Total deposits                   $       6,107,275        0.11%   $ 5,748,991        0.10%


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

Short-term borrowings. Short-term borrowings consist of amounts borrowed on our
line of credit with the FRB or FHLB. There were no borrowings on either line at
March 31, 2022 or December 31, 2021. We generally utilize overnight borrowings
to manage our daily reserve requirements at the Federal Reserve. Period-end and
year-to-date information for the dates shown is as follows.



                                                   March 31,     December 31,
                                                      2022           2021
                                                      (dollars in thousands)
Short-term borrowings
Balance at period end                             $          -  $            -
Average for the three months ended March 31, 2022         555               na
Average during the year                                   555          19,958
Maximum month-end balance                                    -        300,000
Weighted average rate during the period                  0.25%           0.25%
Rate at period end                                       0.25%           0.25%


Senior debt. On August 13, 2020, we issued $100.0 million of senior debt with a
maturity date of August 15, 2025, and a 4.75% interest rate, with interest paid
semi-annually on March 15 and September 15. The Senior Notes are the Company's
direct, unsecured and unsubordinated obligations and rank equal in priority with
all our existing and future unsecured and unsubordinated indebtedness and senior
in right of payment to all our existing and future subordinated indebtedness. In
lieu of repayment of debt from Bank dividends, industry practice includes the
issuance of new debt to repay maturing debt.

Borrowings. At March 31, 2022, we had other long-term borrowings of
$39.3 million compared to $39.5 million at December 31, 2021. The borrowings
consisted of sold loans which were accounted for as a secured borrowing because
they did not qualify for true sale accounting. We do not have any policy
prohibiting us from incurring debt. Subordinated debentures of $13.4 million are
grandfathered to qualify as tier 1 capital at the Bank, mature in March 2038 and
carry a floating rate of 3-Month LIBOR plus 3.25%.
Other liabilities. Other liabilities amounted to $50.5 million at March 31, 2022
compared to $62.2 million at December 31, 2021.
The difference reflected changes in taxes payable.
Off-balance sheet arrangements. There were no off-balance sheet arrangements
during the three months ended March 31, 2022 that have or are reasonably likely
to have, a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to our interests.

Contractual Obligations and Other Commitments



Our contractual obligations at March 31, 2022, with the exception of minimum
annual rentals on noncancelable operating leases, did not significantly change
from our contractual obligations at December 31, 2021, which are disclosed in
our Annual Report on Form 10-K for the year ended December 31, 2021. On
January 28, 2022, the Company signed a lease for approximately 52,000 square
feet to relocate its Sioux Falls office to a new Sioux Falls location, for a
minimum period of 10 years, which can be extended. Estimated occupancy is
mid-2023 when rent payments, which begin at $24 per square foot, will increase
throughout that 10 year period and amount to $28.68 in year 10.

                                       58

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


The approximate future minimum annual rental payments, including any additional
rents for escalation clauses, as of March 31, 2022 (in thousands), are as
follows:



                                                    Payments due by period
                                   Less than        One to         Three to         After
Contractual
obligation             Total        one year      three years     five years      five years
Minimum annual
rentals on
noncancelable
operating leases    $   31,709    $     2,450    $      7,124    $      4,284    $    17,851
Total               $   31,709    $     2,450    $      7,124    $      4,284    $    17,851



?

                                       59

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

© Edgar Online, source Glimpses