UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2017

March 31, 2024


OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _________ to _________


Commission File Number 0-25923

Eagle Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Maryland52-2061461
(State or other jurisdiction of(I.R.S. Employer

incorporation or organization)
(I.R.S. Employer
Identification No.)
7830 Old Georgetown Road, Third Floor, Bethesda, Maryland20814
(Address of principal executive offices)(Zip Code)

(301)986-1800

(Registrant’sRegistrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.01 par valueEGBNThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitionthe definitions of “large"large accelerated filer,” “accelerated" "accelerated filer,” “smaller" "smaller reporting company”company" and “emerging"emerging growth company”company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer   (Do not mark if a smaller reporting company)

Smaller Reporting Company

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Act Yes No

As of October 31, 2017,May 1, 2024, the registrant had 34,178,01430,189,637 shares of Common Stock outstanding.




EAGLE BANCORP, INC.

TABLE OF CONTENTS

PART I.FINANCIAL INFORMATION
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2


PART I.I - FINANCIAL INFORMATION

Item 1 – Financial Statements (Unaudited)

ITEM 1. FINANCIAL STATEMENTS
EAGLE BANCORP, INC.

Consolidated Balance Sheets (Unaudited)

(dollars in thousands, except share and per share data)

March 31, 2024December 31, 2023
Assets
Cash and due from banks$10,076 $9,047 
Federal funds sold11,343 3,740 
Interest-bearing deposits with banks and other short-term investments696,453 709,897 
Investment securities available-for-sale (amortized cost of $1,613,659 and $1,668,316, respectively, and allowance for credit losses of $17 and $17, respectively).1,445,034 1,506,388 
Investment securities held-to-maturity, net of allowance for credit losses of $1,957 and $1,956, respectively (fair value of $878,159 and $901,582, respectively)1,000,732 1,015,737 
Federal Reserve and Federal Home Loan Bank stock54,678 25,748 
Loans7,982,702 7,968,695 
Less: allowance for credit losses(99,684)(85,940)
Loans, net7,883,018 7,882,755 
Premises and equipment, net9,504 10,189 
Right-of-use assets - operating leases17,679 19,129 
Deferred income taxes87,813 86,620 
Bank-owned life insurance113,624 112,921 
Goodwill and other intangible assets, net104,611 104,925 
Other real estate owned773 1,108 
Other assets177,310 176,334 
Total Assets$11,612,648 $11,664,538 
Liabilities and Shareholders' Equity
Liabilities
Deposits:
Noninterest-bearing demand$1,835,524 $2,279,081 
Interest-bearing transaction1,207,566 997,448 
Savings and money market3,235,391 3,314,043 
Time2,222,958 2,217,467 
Total deposits8,501,439 8,808,039 
Customer repurchase agreements37,059 30,587 
Borrowings1,669,948 1,369,918 
Operating lease liabilities21,611 23,238 
Reserve for unfunded commitments6,045 5,590 
Other liabilities117,133 152,883 
Total Liabilities10,353,235 10,390,255 
Shareholders' Equity
Common stock, par value $0.01 per share; shares authorized 100,000,000, shares issued and outstanding 30,185,732 and 29,925,612, respectively297 296 
Additional paid-in capital377,334 374,888 
Retained earnings1,047,550 1,061,456 
Accumulated other comprehensive loss(165,768)(162,357)
Total Shareholders' Equity1,259,413 1,274,283 
Total Liabilities and Shareholders' Equity$11,612,648 $11,664,538 
See Notes to Consolidated Financial Statements.
3


EAGLE BANCORP, INC.
Consolidated Statements of Operations (Unaudited)
(dollars in thousands, except per share data)

Assets September 30, 2017  December 31, 2016  September 30, 2016 
Cash and due from banks $8,246  $10,285  $8,678 
Federal funds sold  8,548   2,397   5,262 
Interest bearing deposits with banks and other short-term investments  432,156   355,481   505,087 
Investment securities available-for-sale, at fair value  556,026   538,108   430,668 
Federal Reserve and Federal Home Loan Bank stock  30,980   21,600   19,920 
Loans held for sale  25,980   51,629   78,118 
Loans  6,084,204   5,677,893   5,481,975 
Less allowance for credit losses  (62,967)  (59,074)  (56,864)
Loans, net  6,021,237   5,618,819   5,425,111 
Premises and equipment, net  19,546   20,661   19,370 
Deferred income taxes  45,432   48,220   41,065 
Bank owned life insurance  61,238   60,130   59,747 
Intangible assets, net  107,150   107,419   107,694 
Other real estate owned  1,394   2,694   5,194 
Other assets  75,723   52,653   56,218 
Total Assets $7,393,656  $6,890,096  $6,762,132 
             
Liabilities and Shareholders’ Equity            
Liabilities            
Deposits:            
Noninterest bearing demand $1,843,157  $1,775,684  $1,668,271 
Interest bearing transaction  429,247   289,122   297,973 
Savings and money market  2,818,871   2,902,560   2,802,519 
Time, $100,000 or more  482,325   464,842   452,015 
Other time  340,352   283,906   337,371 
Total deposits  5,913,952   5,716,114   5,558,149 
Customer repurchase agreements  73,569   68,876   71,642 
Other short-term borrowings  200,000      50,000 
Long-term borrowings  216,807   216,514   216,419 
Other liabilities  55,346   45,793   50,283 
Total Liabilities  6,459,674   6,047,297   5,946,493 
             
Shareholders’ Equity            
Common stock, par value $.01 per share; shares authorized 100,000,000, shares issued and outstanding 34,174,009, 34,023,850, and 33,590,880, respectively  340   338   333 
Warrant        946 
Additional paid in capital  518,616   513,531   509,706 
Retained earnings  415,975   331,311   305,594 
Accumulated other comprehensive loss  (949)  (2,381)  (940)
Total Shareholders’ Equity  933,982   842,799   815,639 
Total Liabilities and Shareholders’ Equity $7,393,656  $6,890,096  $6,762,132 

Three Months Ended March 31,
20242023
Interest Income
Interest and fees on loans$137,994 $120,850 
Interest and dividends on investment securities12,680 13,545 
Interest on balances with other banks and short-term investments24,862 5,774 
Interest on federal funds sold66 78 
Total interest income175,602 140,247 
Interest Expense
Interest on deposits79,383 48,954 
Interest on customer repurchase agreements315 302 
Interest on borrowings21,206 15,967 
Total interest expense100,904 65,223 
Net Interest Income74,698 75,024 
Provision for Credit Losses35,175 6,164 
Provision for Credit Losses for Unfunded Commitments456 848 
Net Interest Income After Provision for Credit Losses39,067 68,012 
Noninterest Income
Service charges on deposits1,699 1,510 
Gain on sale of loans— 305 
Net gain (loss) on sale of investment securities(21)
Increase in the cash surrender value of bank-owned life insurance703 655 
Other income1,183 1,251 
Total noninterest income3,589 3,700 
Noninterest Expense
Salaries and employee benefits21,726 24,174 
Premises and equipment expenses3,059 3,317 
Marketing and advertising859 636 
Data processing3,293 3,099 
Legal, accounting and professional fees2,507 3,254 
FDIC insurance6,412 1,486 
Other expenses2,141 4,618 
Total noninterest expense39,997 40,584 
Income Before Income Tax Expense2,659 31,128 
Income Tax Expense2,997 6,894 
Net (Loss) Income$(338)$24,234 
(Loss) Earnings Per Common Share
Basic$(0.01)$0.78 
Diluted$(0.01)$0.78 
See notesNotes to consolidated financial statements.

Consolidated Financial Statements.

4



EAGLE BANCORP, INC.

Consolidated Statements of Operations (Unaudited)

(dollars in thousands, except per share data)

  Three Months Ended September 30,  Nine Months Ended September 30, 
  2017  2016  2017  2016 
Interest Income                
Interest and fees on loans $78,176  $69,869  $226,543  $202,002 
Interest and dividends on investment securities  3,194   2,177   8,854   7,121 
Interest on balances with other banks and short-term investments  991   376   2,084   856 
Interest on federal funds sold  9   9   27   31 
Total interest income  82,370   72,431   237,508   210,010 
Interest Expense                
Interest on deposits  7,233   4,840   19,466   13,513 
Interest on customer repurchase agreements  58   39   136   115 
Interest on short-term borrowings  164   383   441   727 
Interest on long-term borrowings  2,979   2,441   8,937   4,515 
Total interest expense  10,434   7,703   28,980   18,870 
Net Interest Income  71,936   64,728   208,528   191,140 
Provision for Credit Losses  1,921   2,288   4,884   9,219 
Net Interest Income After Provision For Credit Losses  70,015   62,440   203,644   181,921 
                 
Noninterest Income                
Service charges on deposits  1,626   1,431   4,641   4,303 
Gain on sale of loans  2,173   3,009   6,740   8,464 
Gain on sale of investment securities  11   1   542   1,123 
Increase in the cash surrender value of  bank owned life insurance  369   391   1,108   1,171 
Other income  2,605   1,573   6,846   5,209 
Total noninterest income  6,784   6,405   19,877   20,270 
Noninterest Expense                
Salaries and employee benefits  16,905   17,130   50,451   49,157 
Premises and equipment expenses  3,846   3,786   11,613   11,419 
Marketing and advertising  732   857   2,873   2,551 
Data processing  2,019   1,879   6,057   5,716 
Legal, accounting and professional fees  1,240   771   3,539   2,845 
FDIC insurance  929   629   2,063   2,193 
Other expenses  3,845   3,786   12,153   11,354 
Total noninterest expense  29,516   28,838   88,749   85,235 
Income Before Income Tax Expense  47,283   40,007   134,772   116,956 
Income Tax Expense  17,409   15,484   50,109   44,966 
Net Income $29,874  $24,523  $84,663  $71,990 
                 
Earnings Per Common Share                
Basic $0.87  $0.73  $2.48  $2.14 
Diluted $0.87  $0.72  $2.47  $2.11 

See notes to consolidated financial statements.


EAGLE BANCORP, INC.

Consolidated Statements of Comprehensive (Loss) Income(Unaudited)

(dollars in thousands)

  Three Months Ended September 30,  Nine Months Ended September 30, 
  2017  2016  2017  2016 
             
Net Income $29,874  $24,523  $84,663  $71,990 
                 
Other comprehensive income, net of tax:                
Unrealized gain (loss) on securities available for sale  15   (907)  1,243   4,110 
Reclassification adjustment for net gains included in net income  (7)  1  (340)  (674)
Total unrealized gain (loss) on investment securities  8   (906)  903   3,436 
Unrealized gain (loss) on derivatives  347   1,756   1,350   (5,478)
Reclassification adjustment for amounts included in net income  (183)  (466)  (821)  911 
Total unrealized gain (loss) on derivatives  164   1,290   529   (4,567)
Other comprehensive income (loss)  172   384   1,432   (1,131)
Comprehensive Income $30,046  $24,907  $86,095  $70,859 

Three Months Ended March 31,
20242023
Net (Loss) Income$(338)$24,234 
Other Comprehensive (Loss) Income, Net of Tax:
Unrealized (loss) gain on securities available-for-sale(5,067)17,936 
Reclassification adjustment for (gain) loss included in net income(3)16 
Total unrealized (loss) gain on investment securities available-for-sale(5,070)17,952 
Amortization of unrealized loss on securities transferred to held-to-maturity1,385 641 
Total unrealized gain on investment securities held-to-maturity1,385 641 
Unrealized gain on derivatives274 — 
Total unrealized gain on derivatives274 — 
Other comprehensive (loss) income(3,411)18,593 
Comprehensive (Loss) Income$(3,749)$42,827 
See notesNotes to consolidated financial statements.

Consolidated Financial Statements.

5



EAGLE BANCORP, INC.
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
(dollars in thousands except share and per share data)
Accumulated Other Comprehensive Income (Loss)
CommonAdditional Paid-in CapitalRetained EarningsShareholders' Equity
SharesAmount
Balance January 1, 202429,925,612 $296 $374,888 $1,061,456 $(162,357)$1,274,283 
Net Loss— — — (338)— (338)
Other comprehensive income, net of tax— — — — (3,411)(3,411)
Stock-based compensation expense— — 2,368 — — 2,368 
Vesting of time-based stock awards issued at date of grant, net of shares withheld for payroll taxes(31,549)(1)— — — 
Vesting of performance-based stock awards, net of shares withheld for payroll taxes12,013 — — — — — 
Time-based stock awards granted275,896 — — — — — 
Issuance of common stock related to employee stock purchase plan3,760 — 79 — — 79 
Cash dividends declared ($0.45 per share)— — — (13,568)— (13,568)
Balance March 31, 202430,185,732 $297 $377,334 $1,047,550 $(165,768)$1,259,413 
Balance January 1, 202331,346,903 $310 $412,303 $1,015,215 $(199,507)$1,228,321 
Net Income— — — 24,234 — 24,234 
Other comprehensive loss, net of tax— — — — 18,593 18,593 
Stock-based compensation expense— — 2,948 — — 2,948 
Vesting of time-based stock awards issued at date of grant, net of shares withheld for payroll taxes(37,104)(2)— — — 
Vesting of performance-based stock awards, net of shares withheld for payroll taxes27,296 — — — — — 
Time-based stock awards granted171,534 — — — — — 
Issuance of common stock related to employee stock purchase plan3,018 — 133 — — 133 
Cash dividends declared ($0.45 per share)— — — (13,897)— (13,897)
Common stock repurchased(400,000)(4)(18,370)— — (18,374)
Balance March 31, 202331,111,647 $308 $397,012 $1,025,552 $(180,914)$1,241,958 

See Notes to Consolidated Financial Statements.
6


EAGLE BANCORP, INC.

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(dollars in thousands except share data)

                 Accumulated    
                 Other  Total 
  Common     Additional Paid  Retained  Comprehensive  Shareholders’ 
  Shares  Amount  Warrant  in Capital  Earnings  Income (Loss)  Equity 
                      
Balance January 1, 2017  34,023,850  $338  $  $513,531  $331,311  $(2,381) $842,799 
                             
Net Income              84,663      84,663 
Other comprehensive gain, net of tax                 1,432   1,432 
Stock-based compensation expense           4,198   1      4,199 
Issuance of common stock related to options exercised, net of shares withheld for payroll taxes  60,925   1      258         259 
Vesting of time based stock awards issued at date of grant, net of shares withheld for payroll taxes  (16,962)  1      (2)        (1)
Vesting of performance based stock awards, net of shares withheld for payroll taxes  3,589                   
Time based stock awards granted  91,097                   
Issuance of common stock related to employee stock purchase plan 11,510         631         631 
Balance September 30, 2017  34,174,009  $340  $  $518,616  $415,975  $(949) $933,982 
                             
Balance January 1, 2016  33,467,893  $331  $946  $503,529  $233,604  $191  $738,601 
                             
Net Income              71,990      71,990 
Other comprehensive loss, net of tax                 (1,131)  (1,131)
Stock-based compensation expense           5,159         5,159 
Issuance of common stock related to options exercised,  23,614         282         282 
net of shares withheld for payroll taxes                      
Excess tax benefits realized from stock compensation           166         166 
Vesting of time based stock awards issued at date of grant,  (17,556)  2      (2)         
net of shares withheld for payroll taxes                     
Time based stock awards granted  104,775                   
Issuance of common stock related to employee stock purchase plan  12,154         572         572 
                             
Balance September 30, 2016  33,590,880  $333  $946  $509,706  $305,594  $(940) $815,639 

See notes to consolidated financial statements.


EAGLE BANCORP, INC.

Consolidated Statements of Cash Flows(Unaudited)

(dollars in thousands)

  Nine Months Ended September 30, 
  2017  2016 
Cash Flows From Operating Activities:        
Net Income $84,663  $71,990 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:        
Provision for credit losses  4,884   9,219 
Depreciation and amortization  4,868   4,628 
Gains on sale of loans  (6,740)  (8,464)
Securities premium amortization (discount accretion), net  2,799   3,412 
Origination of loans held for sale  (481,917)  (606,213)
Proceeds from sale of loans held for sale  514,306   584,051 
Net increase in cash surrender value of BOLI  (1,108)  (1,171)
Decrease (increase) deferred income tax benefit  1,293   (754)
Decrease in value of other real estate owned     200 
Net loss (gain) on sale of other real estate owned  301   (657)
Net gain on sale of investment securities  (542)  (1,123)
Stock-based compensation expense  4,199   5,159 
Net tax benefits from stock compensation  460    
Excess tax benefits realized from stock compensation     (166)
Increase in other assets  (23,059)  (8,590)
Increase in other liabilities  9,553   13,035 
Net cash provided by operating activities  113,960   64,556 
Cash Flows From Investing Activities:        
Decrease in interest bearing deposits with other banks and short-term investments     784 
Purchases of available for sale investment securities  (144,554)  (106,163)
Proceeds from maturities of available for sale securities  55,732   65,727 
Proceeds from sale/call of available for sale securities  70,079   94,217 
Purchases of Federal Reserve and Federal Home Loan Bank stock  (27,665)  (3,017)
Proceeds from redemption of Federal Reserve and Federal Home Loan Bank stock  18,285    
Net increase in loans  (408,447)  (491,720)
Proceeds from sale of other real estate owned  2,144   3,614 
Bank premises and equipment acquired  (2,459)  (4,836)
Net cash used in investing activities  (436,885)  (441,394)
Cash Flows From Financing Activities:        
Increase in deposits  197,838   399,705 
Increase (decrease) in customer repurchase agreements  4,693   (714)
Increase in short-term borrowings  200,000   50,000 
Increase in long-term borrowings  293   147,491 
Proceeds from exercise of equity compensation plans  257   282 
Excess tax benefits realized from stock compensation     166 
Proceeds from employee stock purchase plan  631   572 
Net cash provided by financing activities  403,712   597,502 
Net Increase In Cash and Cash Equivalents  80,787   220,664 
Cash and Cash Equivalents at Beginning of Period  368,163   298,363 
Cash and Cash Equivalents at End of Period $448,950  $519,027 
Supplemental Cash Flows Information:        
Interest paid $31,257  $18,196 
Income taxes paid $52,800  $47,950 
Non-Cash Investing Activities        
Transfers from loans to other real estate owned $1,145  $2,500 
Transfers from other real estate owned to loans $  $ 

Three Months Ended March 31,
20242023
Cash Flows From Operating Activities:    
Net (Loss) Income$(338)$24,234 
Adjustments to reconcile Net (Loss) Income to net cash provided by operating activities:
Provision for credit losses35,175 6,164 
Provision for credit losses for unfunded commitments456 848 
Depreciation and amortization786 890 
Gain on sale of loans— (305)
Loss on mortgage servicing rights34 35 
Securities premium amortization, net1,432 1,715 
Origination of loans held for sale— (27,929)
Proceeds from sale of loans held for sale— 28,480 
(Gain) loss on sale of investment securities(4)21 
Net increase in cash surrender value of BOLI(703)(655)
Stock-based compensation expense2,368 2,948 
Increase in other assets(696)(9,019)
(Increase) decrease in other liabilities(35,664)33,369 
Net Cash Provided by Operating Activities2,846 60,796 
Cash Flows From Investing Activities:
Investment securities available-for-sale:
Proceeds from maturities26,883 31,235 
Proceeds from sale/call27,000 8,303 
Investment securities held-to-maturity:
Proceeds from maturities16,027 17,996 
Proceeds from call52 68 
Purchase of Federal Reserve stock(71)(69)
Purchase of Federal Home Loan Bank stock(28,859)(13,998)
Net increase in loans(35,758)(103,019)
Redemption of BOLI— 436 
Proceeds from sale of OREO656 — 
Net change in premises and equipment(71)(313)
Net Cash Provided by (Used in) Investing Activities5,859 (59,361)
Cash Flows From Financing Activities:
Decrease in deposits(306,600)(1,249,941)
Increase in customer repurchase agreements6,472 2,754 
Proceeds from borrowings2,100,000 4,883,000 
Repayment of borrowings(1,800,000)(3,744,200)
Proceeds from employee stock purchase plan79 133 
Common stock repurchased— (18,374)
Cash dividends paid(13,468)(13,897)
Net Cash Used in Financing Activities(13,517)(140,525)
Net Decrease in Cash and Cash Equivalents(4,812)(139,090)
Cash and Cash Equivalents at Beginning of Period722,684 311,854 
Cash and Cash Equivalents at End of Period$717,872 $172,764 

See notesNotes to consolidated financial statements.

 7

Consolidated Financial Statements.

7



EAGLE BANCORP, INC.
Consolidated Statements of Cash Flows - Continued (Unaudited)
(dollars in thousands)
Three Months Ended March 31,
20242023
Supplemental Cash Flows Information:
Interest paid$66,800 $61,287 
Non-Cash Investing Activities
Transfers from loans to other real estate owned$400 $— 

See Notes to Consolidated Financial Statements.
8


EAGLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The Consolidated Financial Statements include the accounts of Eagle Bancorp, Inc. (the "Parent") and its subsidiaries (the “Company”(together with the Parent, the "Company"), EagleBank (the “Bank”), Eagle Commercial Ventures, LLC (“ECV”), Eagle Insurance Services, LLC, and Bethesda Leasing, LLC, with all significant intercompany transactions eliminated.

EagleBank (the "Bank"), a Maryland chartered commercial bank, is the Parent's principal subsidiary.

The accounting and reporting policies of the Company conform to generally accepted accounting principles in the United States of America ("GAAP") and to general practices in the banking industry. The Consolidated Financial Statements and accompanying notes of the Company included herein are unaudited. The Consolidated Balance Sheet as of December 31, 2023 was derived from the audited Consolidated Balance Sheet as of that date. The Consolidated Financial Statements reflect all adjustments, consisting of normal recurring accrualsadjustments, that in the opinion of management are necessary to present fairly the results for the periods presented. The amounts as of and for the year ended December 31, 2016 were derived from audited Consolidated Financial Statements. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”)GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. There have been no significant changesCommission ("SEC"). In addition to the Company’s Accounting Policies as disclosedaccounting policies described below, the Company applies the accounting policies contained in Note 1 to Consolidated Financial Statements included in the Company’sCompany's Annual Report on Form 10-K for the year ended December 31, 2016. The Company believes that the disclosures are adequate to make the information presented not misleading.2023. Certain reclassifications have been made to 2023 amounts previously reported to conform to the current period2024 presentation.

Reclassifications had no effect on net income or shareholders' equity. These statements should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company’sCompany's Annual Report on Form 10-K for the year ended December 31, 2016. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results of operations to be expected for the remainder of the year, or for any other period.

2023.

Nature of Operations

The Company, through the Bank, conducts a full service community banking business, primarily in the metropolitanNorthern Virginia, Suburban Maryland, and Washington, D.C area.D.C. The primary financial services offered by the Bank include real estate, commercial and consumer lending, as well as traditional deposit and repurchase agreement products. The Bank is also active in the origination and sale of residential mortgage loans, the origination of small business loans, and the origination, securitization and sale of FHAmultifamily Federal Housing Administration ("FHA") loans. The guaranteed portion of small business loans, guaranteed by the Small Business Administration ("SBA"), is typically sold to third party investors in a transaction apart from the loan's origination.
In April 2024, the Company closed a branch following the lease's expiration. The Bank offers its products and services through twenty-onetwelve banking offices, fivefour lending centers and various electronicdigital capabilities, including remote deposit services and mobile banking services. Eagle Insurance Services, LLC, a subsidiary of the Bank offersthat previously offered access to insurance products and services through a referral program with a third party insurance broker. Eagle Commercial Ventures, LLC,broker, continues to receive fee income in connection with such program. Landroval Municipal Finance, Inc., a direct subsidiary of the Company, provides subordinated financing forBank, focuses on lending to municipalities by buying debt on the acquisition, development and construction of real estate projects; these transactions involve higher levels of risk, together with commensurate higher returns. Refer to Higher Risk Lending – Revenue Recognition below.

public market as well as direct purchase issuance.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results maycould differ from those estimates and such differences could be material to the consolidated financial statements.

Cash Flows

For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks, federal funds sold, and interest bearing deposits with other banks which have an original maturity of three months or less.

Investment Securities

The Company has norecognizes acquired securities on the trade date. Investment securities comprise debt securities, which are classified depending on the Company's intent and ability to hold the securities to maturity. Debt securities are classified as trading, or as heldavailable-for-sale when management may have the intent to sell them prior to maturity. Debt securities are classified as held-to-maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity.
Securities available-for-sale are acquired as part of the Company’sCompany's asset/liability management strategy and may be sold in response to changes in interest rates, current market conditions, loan demand, changes in prepayment risk and other factors. Securities available-for-sale are carried at fair value, with unrealized gains or losses, other than impairment losses, being reported as accumulated other comprehensive income/(loss), a separate component of shareholders’shareholders' equity, net of deferred income tax. Realized gains and losses, using the specific identification method, are included as a separate component of noninterest income in the Consolidated Statements of Operations.


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Premiums and discounts on investment securities are amortized/amortized or accreted to the earlier of call or maturity based on expected lives, which livesinclude prepayment adjustments and call optionality.
Transfers of Investment Securities from Available-for-Sale to Held-to-Maturity
Transfers of debt securities into the held-to-maturity category from the available-for-sale category are made at amortized cost, net of unrealized gain or loss reported in accumulated other comprehensive income (loss) at the date of transfer. The unrealized holding gain or loss at the date of transfer is retained in other comprehensive income and in the carrying value of the held-to-maturity ("HTM") securities. Such amounts are amortized over the remaining life of the security.
The Company does not intend to sell the held-to-maturity investments, and it is more likely than not that the Company will not have to sell the securities before recovery of its amortized cost basis, which may be at maturity.
Loans
Loans held for investment are stated at the principal amount outstanding, net of unamortized deferred costs and fees. Interest income on loans is recognized at the contractual rate on the principal amounts outstanding. Loan origination fees, net of direct loan origination costs, and commitment fees are deferred and amortized on the interest method over the term of the loan.
Past due loans are placed on nonaccrual status when there is a clear indication that the borrower's cash flow may not be sufficient to meet payments as they become due. Generally, this conclusion is reached when a loan is 90 days past due. When a loan is placed on nonaccrual status, all previously accrued and unpaid interest is reversed through interest income. Interest income is subsequently recognized on a cash basis as long as the remaining book balance of the asset is deemed to be collectible. If collectability is questionable, then cash payments are applied to principal. A loan is placed back on accrual status when both principal and interest are current and it is probable that we will be able to collect all amounts due (both principal and interest) according to the terms of the loan agreement.
Allowance for Credit Losses
The following table presents a breakdown of the provision for credit losses included in our Consolidated Statements of Operations for the applicable periods (in thousands):
Three Months Ended March 31,
(dollars in thousands)20242023
Provision for credit losses - loans$35,174 $4,908 
Provision for credit losses - HTM debt securities1,242 
Provision for credit losses - AFS debt securities— 14 
Total$35,175 $6,164 
Allowance for Credit Losses - Loans
The allowance for credit losses ("ACL") - loans is an estimate of the expected credit losses in the loans held for investment portfolio. The Company's ACL on the loan portfolio is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the allowance when they are deemed uncollectible. Expected recoveries are recorded to the extent they do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.
Reserves on loans that do not share risk characteristics are evaluated on an individual basis. Nonaccrual loans are specifically reviewed for loss potential and when deemed appropriate are assigned a reserve based on an individual evaluation. The remainder of the portfolio, representing all loans not evaluated individually for impairment, is segregated by call report codes, and a loan-level probability of default ("PD") / loss given default ("LGD") cash flow method is applied using an exposure at default ("EAD") model. These historical loss rates are then modified to incorporate our reasonable and supportable forecast of future losses at the portfolio segment level, as well as any necessary qualitative adjustments.
The Company uses regression analysis of historical internal and peer data provided by a third-party service provider (as Company loss data is insufficient) to determine suitable credit loss drivers to utilize when modeling lifetime PD and LGD. This analysis also determines how expected PD will be impacted by different forecasted levels of the loss drivers.
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A similar process is employed to calculate a reserve assigned to off-balance sheet commitments, specifically unfunded loan commitments and letters of credit, and any needed reserve is recorded in reserve for unfunded commitments ("RUC") on the Consolidated Balance Sheets. For periods beyond which we are able to develop reasonable and supportable forecasts, we revert to the historical loss rate on a straight-line basis over a twelve-month period.
For each of these loan segments, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speeds, PD rates, and LGD rates. The modeling of expected prepayment speeds is based on historical internal data. EAD is based on each instrument's underlying amortization schedule in order to estimate the bank's expected credit loss exposure at the time of the borrower's potential default.
During the three months ended March 31, 2024, management enhanced the cash flow model to incorporate three macroeconomic variables in addition to national unemployment. The four economic variables selected, national unemployment, which was the original variable used, Commercial Real Estate ("CRE") Price Index, House Price Index and Gross Domestic Product ("GDP"), are incorporated by utilizing a Loss Driver Analysis approach that factors in historical losses, including during the Great Recession, of regional peer banks and the Bank. The updated model incorporates a weighting of three economic scenarios; baseline, upside and downside. The scenarios cover the four economic forecast variables, with each segment of the portfolio linked to two of these variables, depending on the segment. The loss driver analysis is spread over a reasonable and supportable period of 18 months and reverts back to a historical loss rate over twelve months on a straight-line basis over the loan's remaining maturity. Management leverages economic projections from reputable and independent third parties to inform its loss driver forecasts over the forecast period.
The ACL also includes an amount for inherent risks not reflected in the historical analyses. Relevant factors include, but are not limited to, concentrations of credit risk, changes in underwriting standards, experience and depth of lending staff and trends in delinquencies.
While our methodology in establishing the ACL attributes portions of the ACL and RUC to the separate loan pools or segments, the entire ACL and RUC is available to absorb credit losses expected in the total loan portfolio and total amount of unfunded credit commitments, respectively. Portfolio segments are used to pool loans with similar risk characteristics and align with our methodology for measuring current expected credit losses ("CECL").
A summary of our primary portfolio segments is as follows:
Commercial. The commercial loan portfolio comprises lines of credit and term loans for working capital, equipment, and other business assets across a variety of industries. These loans are used for general corporate purposes including financing working capital, internal growth, and acquisitions; and are generally secured by accounts receivable, inventory, equipment and other assets of our clients' businesses.
Income producing - commercial real estate. Income producing commercial real estate loans comprise permanent and bridge financing provided to professional real estate owners/managers of commercial and residential real estate projects and properties who generally have a demonstrated record of past success with similar properties. Collateral properties include apartment buildings, office buildings, hotels, mixed-use buildings, retail, data centers, warehouse, and shopping centers. The primary source of repayment on these loans is generally expected to come from lease or operation of the real property collateral. Income producing commercial real estate loans are impacted by fluctuation in collateral values, as well as rental demand and rates.
Owner occupied – commercial real estate. The owner occupied commercial real estate portfolio comprises permanent financing provided to operating companies and their related entities for the purchase or refinance of real property wherein their business operates. Collateral properties include industrial property, office buildings, religious facilities, mixed-use property, health care and educational facilities.
Real estate mortgage – residential. Real estate mortgage residential loans comprise consumer mortgages for the purpose of purchasing or refinancing first lien real estate loans secured by primary-residence, second-home, and rental residential real property.
Construction – commercial and residential. The construction commercial and residential loan portfolio comprises loans made to builders and developers of commercial and residential property, for both renovation, new construction, and development projects. Collateral properties include apartment buildings, mixed use property, residential condominiums, single and 1-4 residential property, and office buildings. The primary source of repayment on these loans is expected to come from the sale, permanent financing, or lease of the real property collateral. Construction loans are impacted by fluctuations in collateral values and the ability of the borrower or ultimate purchaser to obtain permanent financing.
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Construction – commercial and industrial ("C&I") (owner occupied). The construction C&I (owner occupied) portfolio comprises loans to operating companies and their related entities for new construction or renovation of the real or leased property in which they operate. Generally these loans contain provisions for conversion to an owner occupied commercial real estate loan or to a commercial loan after completion of construction. Collateral properties include industrial, healthcare, religious facilities, restaurants, and office buildings.
Home equity. The home equity portfolio comprises consumer lines of credit and loans secured by subordinate liens on residential real property.
Other consumer. The other consumer portfolio comprises consumer purpose loans not secured by real property, including personal lines of credit and loans, overdraft lines, and vehicle loans. This category also includes other loan items such as overdrawn deposit accounts as well as loans and loan payments in process.
We have several pass credit grades that are assigned to loans based on varying levels of risk, ranging from credits that are secured by cash or marketable securities, to watch credits which have all the characteristics of an acceptable credit risk but warrant more than the normal level of monitoring. Special mention loans are those that are currently protected by the sound worth and paying capacity of the borrower, but that are potentially weak and constitute an additional credit risk. These loans have the potential to deteriorate to a substandard grade due to the existence of financial or administrative deficiencies. Substandard loans have a well-defined weakness or weaknesses that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Some substandard loans are inadequately protected by the sound worth and paying capacity of the borrower and of the collateral pledged and may be considered impaired. Substandard loans can be accruing or can be on nonaccrual depending on the circumstances of the individual loans.
Loans classified as doubtful have all the weaknesses inherent in substandard loans with the added characteristics that the weaknesses make collection in full highly questionable and improbable. The possibility of loss is extremely high. All doubtful loans are on nonaccrual.
Classified loans represent the sum of loans graded substandard and doubtful.
The methodology used in the estimation of the allowance, which is performed at least quarterly, is designed to be dynamic and responsive to changes in portfolio credit quality and forecasted economic conditions. Changes are reflected in the pool-basis allowance and individually assessed loans as the collectability of classified loans is evaluated with new information. As our portfolio has matured, historical loss ratios have been closely monitored. The review of the appropriateness of the allowance is performed by executive management and presented to management committees and the Audit Committee of the Board of Directors (the "Board"). The committees' reports to the Board are part of the Board review on a quarterly basis of our consolidated financial statements.
When management determines that foreclosure is probable, and for certain collateral-dependent loans where foreclosure is not considered probable, expected credit losses are based on the estimated fair value of the collateral adjusted for selling costs, when appropriate. A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral.
Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless management has a reasonable expectation that a borrower will result in financial difficulty.
We do not measure an ACL on accrued interest receivable balances because these balances are written off in a timely manner as a reduction to interest income when loans are placed on nonaccrual status.
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Collateral Dependent Financial Assets
Loans that do not share risk characteristics are evaluated on an individual basis. For collateral dependent financial assets where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the net present value ("NPV") from the operation of the collateral. When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell. The ACL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset.
Loan Modifications to Borrowers in Financial Difficulty
The Company evaluates loan restructurings to determine if we have a loan modification and whether it results in a new loan or the continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include situations where there are principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and combinations of the listed modifications.
A loan that is considered a modified loan may be subject to an individually-evaluated loan analysis if the commitment is $1.0 million or greater; otherwise, the restructured loan remains in the appropriate segment in the ACL model and associated provisions are adjusted based on prepayment assumptions and call optionality if any. Declineschanges in the discounted cash flows resulting from the modification of the restructured loan.
Management strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status, foreclosure or repossession of the collateral to minimize economic loss to the Company.
Allowance for Credit Losses - Available-for-Sale Securities
For AFS debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either criterion is met, the security’s amortized cost basis is written down to fair value of individual available-for-salethrough income. For AFS debt securities below theirthat do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, that are other-than-temporary in nature result in write-downs ofany changes to the individual securities to their fair value. Factors affecting the determination of whether other-than-temporary impairment has occurred include a downgradingrating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a significant deterioration incredit loss exists, the financial conditionpresent value of cash flows expected to be collected from the security is compared to the amortized cost basis of the issuer, orsecurity. If the present value of cash flows expected to be collected is less than the amortized cost basis, a change in management’s intentcredit loss exists and ability to hold a securityan ACL is recorded for a period of time sufficient to allow for any anticipated recovery in fair value. Management systematically evaluates investment securities for other-than-temporary declines inthe credit loss, limited by the amount that the fair value onis less than the amortized cost basis. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income, as a quarterly basis. This analysis requires management to consider various factors, which include the: (1) duration and magnitude of the decline in value; (2) financial condition of the issuer or issuers; and (3) structure of the security.

non-credit-related impairment.

The entire amount of an impairment loss is recognized in earnings only when: (1) the Company intends to sell the security; or (2) it is more likely than not that the Company will have to sell the security before recovery of its amortized cost basis; or (3) the Company does not expect to recover the entire amortized cost basis of the security. In all other situations, only the portion of the impairment loss representing the credit loss must be recognized in earnings, with the remaining portion being recognized in shareholders’ equity asother comprehensive income, net of deferred taxes.

Loans Held for Sale

The Company regularly engages

Changes in sales of residential mortgage loans held for sale and the guaranteed portion of small business loans, guaranteed by the Small Business Administration (“SBA”), and originated by the Bank. The Company has elected to carry loans held for sale at fair value. Fair value is derived from secondary market quotations for similar instruments. Gains and losses on sales of these loansACL are recorded as a componentprovision for or reversal of noninterest income incredit losses. Losses are charged against the Consolidated Statementsallowance when management believes the uncollectibility of Operations.

The Company’s current practicean AFS security is confirmed or when either of the criteria regarding intent or requirement to sell residential mortgage loans held for sale onis met.

We have made a servicing released basis, and, therefore, it has no intangible asset recorded in the normal course of business for the value of such servicing as of September 30, 2017, December 31, 2016 and September 30, 2016. The sale of the guaranteed portion of SBA loans on a servicing retained basis, in a transaction apartpolicy election to exclude accrued interest from the loan’s origination, gives rise to an excess servicing asset, which is computed on a loan by loanamortized cost basis with the unamortized amount being includedof available-for-sale debt securities and report accrued interest separately in intangibleaccrued interest and other assets in the Consolidated Balance Sheets. This excess servicing assetAvailable-for-sale debt securities are placed on nonaccrual status when we no longer expect to receive all contractual amounts due, which is being amortizedgenerally at 90 days past due. Accrued interest receivable is reversed against interest income when a security is placed on nonaccrual status. Accordingly, we do not recognize an allowance for credit loss against accrued interest receivable.
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Allowance for Credit Losses - Held-to-Maturity Debt Securities
The Company separately evaluates its HTM investment securities for any credit losses. The Company pools like securities and calculates expected credit losses through an estimate based on a straight-line basis (with adjustmentsecurity's credit rating, which is recognized as part of the ACL for prepayments)held-to-maturity securities and included in the balance of investment securities held-to-maturity on the Consolidated Balance Sheets. If the Company determines that a security indicates evidence of deteriorated credit quality, the security is individually evaluated and a discounted cash flow analysis may be performed and compared to the amortized cost basis.
Loan Commitments and Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
Financial instruments include off-balance sheet credit instruments such as an offsetcommitments to servicing fees collectedmake loans and commercial letters of credit issued to meet customer financing needs. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.
The Company records a RUC on off-balance sheet credit exposures through a charge to provision for credit loss expense in the Company's Consolidated Statement of Operations.
The RUC on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur, and is included in other income in the Consolidated Statements of Operations.

The Company enters into commitments to originate residential mortgage loans whereby the interest rateRUC on the loan is determined prior to funding (i.e. interest rate lock commitments). Such interest rate lock commitments on mortgage loans to be sold in the secondary market are considered to be derivatives. To protect against the price risk inherent in residential mortgage loan commitments, the Company utilizes both “best efforts” and “mandatory delivery” forward loan sale commitments to mitigate the risk of potential decreases in the values of loans that would result from the exercise of the derivative loan commitments. Under a “best efforts” contract, the Company commits to deliver an individual mortgage loan of a specified principal amount and quality to an investor and the investor commits to a price that it will purchase the loan from the Company if the loan to the underlying borrower closes. The Company protects itself from changes in interest rates through the use of best efforts forward delivery commitments, whereby the investor commits to purchase a loan at a price representing a premium on the day the borrower commits to an interest rate with the intent that the buyer/investor has assumed the interest rate risk on the loan. As a result, the Bank is not generally exposed to losses on loans sold utilizing best efforts, nor will it realize gains related to rate lock commitments due to changes in interest rates. The market values of interest rate lock commitments and best efforts contracts are not readily ascertainable with precision because rate lock commitments and best efforts contracts are not actively traded. Because of the high correlation between rate lock commitments and best efforts contracts, no gain or loss should occur on the interest rate lock commitments. Under a “mandatory delivery” contract, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. If the Company fails to deliver the amount of mortgages necessary to fulfill the commitment by the specified date, it is obligated to pay the investor a “pair-off” fee, based on then-current market prices, to compensate the investor for the shortfall. The Company manages the interest rate risk on interest rate lock commitments by entering into forward sale contracts of mortgage backed securities, whereby the Company obtains the right to deliver securities to investors in the future at a specified price. Such contracts are accounted for as derivatives and are recorded at fair value in derivative assets or liabilities, carried on theCompany's Consolidated Balance Sheet within other assets or other liabilities with changes in fair value recorded in other income within the Consolidated Statements of Operations. The period of time between issuance of a loan commitment to the customer and closing and sale of the loan to an investor generally ranges from 30 to 90 days under current market conditions. The gross gains on loan sales are recognized based on new loan commitments with adjustment for price and pair-off activity. Commission expenses on loans held for sale are recognized based on loans closed.

Sheets.

In circumstances where the Company does not deliver the whole loan to an investor, but rather elects to retain the loan in its portfolio, the loan is transferred from held for sale to loans at fair value at date of transfer.

The Company originates a small number of FHA loans through the Department of Housing and Urban Development’s Multifamily Accelerated Program (“MAP”). The Company securitizes these loans through the Government National Mortgage Association (“Ginnie Mae”) MBS I program and sells the resulting securities in the open market to authorized dealers in the normal course of business and generally retains the servicing rights. When servicing is retained on FHA loans securitized and sold, the Company computes an excess servicing asset on a loan by loan basis with the unamortized amount being included in intangible assets in the Consolidated Balance Sheets. Revenue represents gains from the sale of the Ginnie Mae securities and net revenues earned on the servicing of FHA loans securitizing the Ginnie Mae securities. The gains on Ginnie Mae securities include the realized and unrealized gains and losses on sales of FHA mortgage loans, as well as the changes in fair value of FHA interest rate lock commitments and FHA forward loan sale commitments. Revenue from servicing commercial FHA mortgages is recognized as earned based on the specific contractual terms of the underlying servicing agreements, along with amortization of and changes in impairment of mortgage servicing rights.

Loans

Loans are stated at the principal amount outstanding, net of unamortized deferred costs and fees. Interest income on loans is accrued at the contractual rate on the principal amount outstanding. It is the Company’s policy to discontinue the accrual of interest when circumstances indicate that collection is doubtful. Deferred fees and costs are being amortized on the interest method over the term of the loan.

Management considers loans impaired when, based on current information, it is probable that the Company will not collect all principal and interest payments according to contractual terms. Loans are evaluated for impairment in accordance with the Company’s portfolio monitoring and ongoing risk assessment procedures. Management considers the financial condition of the borrower, cash flow of the borrower, payment status of the loan, and the value of the collateral, if any, securing the loan. Generally, impaired loans do not include large groups of smaller balance homogeneous loans such as residential real estate and consumer type loans which are evaluated collectively for impairment and are generally placed on nonaccrual when the loan becomes 90 days past due as to principal or interest. Loans specifically reviewed for impairment are not considered impaired during periods of “minimal delay” in payment (90 days or less) provided eventual collection of all amounts due is expected. The impairment of a loan is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral if repayment is expected to be provided solely by the collateral. In appropriate circumstances, interest income on impaired loans may be recognized on a cash basis.

Higher Risk Lending – Revenue Recognition

The Company had occasionally made higher risk acquisition, development, and construction (“ADC”) loans that entailed higher risks than ADC loans made following normal underwriting practices (“higher risk loan transactions”). These higher risk loan transactions were made through the Company’s subsidiary, ECV. This activity was limited as to individual transaction amount and total exposure amounts, based on capital levels, and is carefully monitored. The loans are carried on the balance sheet at amounts outstanding. ECV had three higher risk loan transactions outstanding as of September 30, 2017 and December 31, 2016, amounting to $9.5 million and $9.3 million, respectively.


Allowance for Credit Losses

The allowance for credit losses represents an amount which, in management’s judgment, is adequate to absorb probable losses on loans and other extensions of credit that may become uncollectible. The adequacy of the allowance for credit losses is determined through careful and continuous review and evaluation of the loan portfolio and involves the balancing of a number of factors to establish a prudent level of allowance. Among the factors considered in evaluating the adequacy of the allowance for credit losses are lending risks associated with growth and entry into new markets, loss allocations for specific credits, the level of the allowance to nonperforming loans, historical loss experience, economic conditions, portfolio trends and credit concentrations, changes in the size and character of the loan portfolio, and management’s judgment with respect to current and expected economic conditions and their impact on the existing loan portfolio. Allowances for impaired loans are generally determined based on collateral values. Loans or any portion thereof deemed uncollectible are charged against the allowance, while recoveries are credited to the allowance. Management adjusts the level of the allowance through the provision for credit losses, which is recorded as a current period operating expense. The allowance for credit losses consists of allocated and unallocated components.

The components of the allowance for credit losses represent an estimation done pursuant to Accounting Standards Codification (“ASC”) Topic 450,“Contingencies,” or ASC Topic 310,“Receivables.” Specific allowances are established in cases where management has identified significant conditions or circumstances related to a specific credit that management believes indicate the probability that a loss may be incurred. For potential problem credits for which specific allowance amounts have not been determined, the Company establishes allowances according to the application of credit risk factors. These factors are set by management and approved by the appropriate Board committee to reflect its assessment of the relative level of risk inherent in each risk grade. A third component of the allowance computation, termed a nonspecific or environmental factors allowance, is based upon management’s evaluation of various environmental conditions that are not directly measured in the determination of either the specific allowance or formula allowance. Such conditions include general economic and business conditions affecting key lending areas, credit quality trends (including trends in delinquencies and nonperforming loans expected to result from existing conditions), loan volumes and concentrations, specific industry conditions within portfolio categories, recent loss experience in particular loan categories, duration of the current business cycle, bank regulatory examination results, findings of outside review consultants, and management’s judgment with respect to various other conditions including credit administration and management and the quality of risk identification systems. Executive management reviews these environmental conditions quarterly, and documents the rationale for all changes.

Management believes that the allowance for credit losses is adequate; however, determination of the allowance is inherently subjective and requires significant estimates. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. Evaluation of the potential effects of these factors on estimated losses involves a high degree of uncertainty, including the strength and timing of economic cycles and concerns over the effects of a prolonged economic downturn in the current cycle. In addition, various banking agencies, as an integral part of their examination process, and independent consultants engaged by the Bank, periodically review the Bank’s loan portfolio and allowance for credit losses. Such review may result in recognition of additions to the allowance based on their judgments of information available to them at the time of their examination.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and amortization computed using the straight-line method for financial reporting purposes. Premises and equipment are depreciated over the useful lives of the assets, which generally range from three to seven years for furniture, fixtures and equipment, three to five years for computer software and hardware, and five to twenty years for building improvements. Leasehold improvements are amortized over the terms of the respective leases, which may include renewal options where management has the positive intent to exercise such options, or the estimated useful lives of the improvements, whichever is shorter. The costs of major renewals and betterments are capitalized, while the costs of ordinary maintenance and repairs are expensed as incurred. These costs are included as a component of premises and equipment expenses on the Consolidated Statements of Operations.

Other Real Estate Owned (OREO)

Assets acquired through loan foreclosure are held for sale and are recorded at fair value less estimated selling costs when acquired, establishing a new cost basis. The new basis is supported by appraisals that are generally no more than twelve months old. Costs after acquisition are generally expensed. If the fair value of the asset declines, a write-down is recorded through noninterest expense. The valuation of foreclosed assets is subjective in nature and may be adjusted in the future because of changes in market conditions or appraised values.


Goodwill and Other Intangible Assets

Assessment

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Intangible assets that have finite lives, such as core deposit intangibles, are amortized over their estimated useful lives and subject to periodic impairment testing. Intangible assets (other than goodwill) are amortized to expense using accelerated or straight-line methods over their respective estimated useful lives.

Goodwill is subject to impairment testing, at the reporting unit level, which must be conducted at least annually.annually or upon the occurrence of a triggering event. Various factors, such as the Company’s results of operations, the trading price of the Company’s common stock relative to the book value per share, macroeconomic conditions and conditions in the banking sector, inform whether a triggering event for an interim goodwill impairment test has occurred. Goodwill is recorded and evaluated for impairment at its reporting unit, the Company. The Company performsCompany's policy is to test goodwill for impairment testing duringannually as of December 31, or on an interim basis if an event triggering an impairment assessment is determined to have occurred.

Testing of goodwill impairment comprises a two-step process. First, the fourth quarter of each year or when events or changes in circumstances indicate the assets might be impaired.

The Company performs a qualitative assessment to evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after assessing updated qualitative factors, the Company determines that it is more likely than not that an impairment has occurred, it proceeds to the quantitative impairment test, whereby it calculates the fair value of the reporting unit and compares it with its carrying amount, including goodwill. In its performance of impairment testing, the Company has the unconditional option to proceed directly to the quantitative impairment test, bypassing the qualitative assessment. If the carrying amount of the reporting unit exceeds the fair value, the amount by which the carrying amount exceeds fair value, up to the carrying value of goodwill, is recorded through earnings as an impairment charge. If the results of the qualitative assessment indicate that it is not more likely than not that an impairment has occurred, or if the quantitative impairment test results in a fair value of athe reporting unit that is lessgreater than itsthe carrying amount, it does not have to perform the two-stepthen no impairment charge is recorded.

As part of its annual testing for goodwill impairment, test. Determining the fair value of a reporting unit under the first step of the goodwill impairment test and determining the fair value of individual assets and liabilities of a reporting unit under the second step of the goodwill impairment test are judgmental and often involve the use of significant estimates and assumptions. Similarly, estimates and assumptions are used in determining the fair value of other intangible assets. Estimates of fair value are primarily determined using discounted cash flows, market comparisons and recent transactions. These approaches use significant estimates and assumptions including projected future cash flows, discount rates reflecting the market rate of return, projected growth rates and determination and evaluation of appropriate market comparables. Based on the results of qualitative assessments of all reporting units, the Company concluded that no impairment existed at December 31, 2016.2023. Management has evaluated and will continue to evaluate economic conditions in interim periods for triggering events. As of the time of this report's filing, the Company did not identify any triggering events for interim testing. However, future events including a continuation of the recent trading price of the Company's common stock relative to the book value per share through the second quarter of 2024 could cause the Company to conclude that goodwill or other intangibles have become impaired, which would result in recording an impairment loss. Any resulting impairment loss could have a material adverse impact on the Company’s financial condition and results of operations.

Interest Rate Swap Derivatives

operations, however, it would not impact our regulatory capital ratios, tangible common equity ratio, nor its liquidity position.

14


New Authoritative Accounting Guidance
Accounting Standards Pending Adoption
ASU No. 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative" ("ASU 2023-06") incorporates into the Accounting Standards Codification ("ASC" or "Codification") several SEC disclosure requirements under Regulations S-K and S-X. The Company is exposedamendments in the ASU are intended to certain risks arising from both its business operationsclarify or improve disclosure and economic conditions. The Company principally manages its exposures topresentation requirements of a wide variety of businessCodification Topics, allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managingalign the amount, sources, and duration of its assets and liabilities and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that resultrequirements in the receiptCodification with the SEC’s regulations. These requirements are similar to, but require more information than, generally accepted accounting principles. The new updates modify the disclosure or paymentpresentation requirements of future known and uncertain cash amounts, the valuea variety of which are determined by interest rates. The Company’s derivative financial instruments designated as cash flow hedges are used to manage differencesTopics in the amount, timing, and duration ofCodification. Entities should apply the Company’s known or expected cash receipts and its known or expected cash payments principally related to certain variable rate deposits. Referamendments in ASU 2023-06 prospectively. For entities subject to the “Loans HeldSEC's existing disclosure requirements and for Sale” sectionentities that have to file or provide financial statements with or to the SEC for the purpose of selling or issuing securities that do not have contractual limits on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. As a discussion on forward commitment contracts, which are also considered derivatives.

Atresult, the inception of a derivative contract, the Company designates the derivative as one of three typeseffective date will be different for each individual disclosure based on the Company’s intentions and belief as to likely effectiveness as a hedge. These three types are (1) a hedgeeffective date of the fair valueSEC's deletion of a recognized asset or liability orthe related disclosure. Early adoption is prohibited. For all other entities, the effective date will be two years later. Early adoption is permitted for these entities, but not before the provisions of an unrecognized firm commitment (“fair value hedge”), (2) a hedgethe ASU become effective for entities subject to SEC's regulation. The effective dates of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), or (3) an instrument with no hedging designation (“stand-alone derivative”). Regarding Interest Rate Swap Derivatives, the Company has no fair value hedges, only cash flow hedges. For a cash flow hedge, the gain or lossamendments are predicated on the derivative is reported in other comprehensive incomeSEC removing its related disclosure requirements from its regulations. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and is reclassified into earningsnot become effective for any entity. We are currently in the same period(s) during which the hedged transaction affects earnings (i.e. the period when cash flows are exchanged between counterparties)process of evaluating this guidance.

ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"). For both fair valueThe ASU requires additional income tax disclosures around effective tax rates and cash flow hedges, changes in the fair value of derivatives that are not highly effective in hedging the changes in fair value or expected cash flows of the hedged item are recognized immediately in current earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings, as noninterest income.


Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in noninterest income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged.

The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer highly effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable, a hedged firm commitment is no longer firm, or treatment of the derivative as a hedge is no longer appropriate or intended.

When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as noninterest income or expense. When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods in which the hedged transactions will affect earnings.

Customer Repurchase Agreements

The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same securities. Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets. As a result, securities sold under agreements to repurchase are accounted for as collateralized financing arrangements and not as a sale and subsequent repurchase of securities. The agreements are entered into primarily as accommodations for large commercial deposit customers. The obligation to repurchase the securities is reflected as a liability in the Company’s Consolidated Balance Sheets, while the securities underlying the securities sold under agreements to repurchase remain in the respective assets accounts and are delivered to and held as collateral by third party trustees.

Marketing and Advertising

Marketing and advertising costs are generally expensed as incurred.

Income Taxes

The Company employs the asset and liability method of accounting for income taxes as required by ASC Topic 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities (i.e., temporary timing differences) and are measured at the enacted rates that will be in effect when these differences reverse. In accordance with ASC Topic 740, the Company may establish a reserve against deferred tax assets in those cases where realizationpaid. ASU 2023-09 is less than certain, although no such reserves exist at September 30, 2017, December 31, 2016, or September 30, 2016.

Transfer of Financial Assets

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. In certain cases, the recourse to the Bank to repurchase assets may exist but is deemed immaterial based on the specific facts and circumstances.


Earnings per Common Share

Basic net income per common share is derived by dividing net income by the weighted-average number of common shares outstanding during the period measured. Diluted earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period measured including the potential dilutive effects of common stock equivalents.

Stock-Based Compensation

In accordance with ASC Topic 718,“Compensation,” the Company records as compensation expense an amount equal to the amortization (over the remaining service period) of the fair value of option and restricted stock awards computed at the date of grant. Compensation expense on performance based grants is recorded based on the probability of achievement of the goals underlying the performance grant. Refer to Note 10 for a description of stock-based compensation awards, activity and expense.

New Authoritative Accounting Guidance

ASU 2014-09,“Revenue from Contracts with Customers (Topic 606).”In May 2014, the FASB and the International Accounting Standards Board (the “IASB”) jointly issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP and International Financial Reporting Standards (“IFRS”). Previous revenue recognition guidance in GAAP consisted of broad revenue recognition concepts together with numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. In contrast, IFRS provided limited revenue recognition guidance and, consequently, could be difficult to apply to complex transactions. Accordingly, the FASB and the IASB initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS that would: (1) remove inconsistencies and weaknesses in revenue requirements; (2) provide a more robust framework for addressing revenue issues; (3) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; (4) provide more useful information to users of financial statements through improved disclosure requirements; and (5) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. To meet those objectives, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies generally will be required to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The standard was initially effective for public business entities for interim and annual reporting periods beginning after December 15, 2016; early adoption was not permitted. However,2024 and interim periods within those fiscal years. The impact of ASU 2023-09 should be applied prospectively. We are currently in August 2015, the FASB issued process of evaluating this guidance.

ASU No. 2015-14, “Revenue from Contracts with Customers - Deferral2024-01, "Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards" ("ASU 2024-01") clarifies how an entity determines whether a profits interest or similar award (hereafter a "profits interest award") is accounted for either (1) as a share-based payment arrangement, and therefore, within the scope of ASC 718 or (2) not a share-based payment arrangement and therefore within the scope of other guidance. ASU 2024-01 also improves the clarity and operation of the Effective Date” which deferredguidance in ASC 718-10-15-3.The guidance in ASU 2024-01 applies to all entities that issue profits interest awards as compensation to employees or non employees in exchange for goods or services. For public business entities, the amendments are effective date by one year (i.e., interim andfor annual reporting periods beginning after December 15, 2017).2024, and interim periods within those annual periods. For financial reporting purposes,all other entities, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application. In addition, the FASB has begun to issue targeted updates to clarify specific implementation issues of ASU 2014-09. These updates include ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Identifying Performance Obligations and Licensing,” ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients,” and ASU No. 2016-20 “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” Since the guidance does not apply to revenue associated with financial instruments, including loans and securities thatamendments are accounted for under other GAAP, the Company does not expect the new guidance to have a material impact on revenue most closely associated with financial instruments, including interest income and expense. The Company is substantially complete with its overall assessment of revenue streams and reviewing of related contracts potentially affected by the ASU including deposit related fees, sale of OREO, interchange fees, and other fee income. The Company’s assessment suggests that adoption of this ASU should not materially change the method in which we currently recognize revenue for these revenue streams. The Company is also substantially complete with its evaluation of certain costs related to these revenue streams to determine whether such costs should be presented as expenses or contra-revenue (i.e., gross vs. net). In addition, the Company is evaluating the ASU’s expanded disclosure requirements. The Company plans to adopt ASU No. 2014-09 on January 1, 2018 utilizing the modified retrospective approach with a cumulative effect adjustment to opening retained earnings, if such adjustment is deemed to be material.


ASU 2016-01,“Financial Instruments—(Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments by making targeted improvements to GAAP as follows: (1) require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer; (2) simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value; (3) eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (4) eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (5) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (6) require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (7) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (8) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU No. 2016-01 is effective for interim and annual reporting periods beginning after December 15, 2017. The Company has performed a preliminary evaluation of the provisions of ASU No. 2016-01. Based on this evaluation, the Company has determined that ASU No. 2016-01 is not expected to have a material impact on the Company’s Consolidated Financial Statements; however, the Company will continue to closely monitor developments2025, and additional guidance.

ASU 2016-02,“Leases (Topic 842).” Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases): (1) a lease liability, which is the present value of a lessee’s obligation to make lease payments, and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting under the new guidance remains largely unchanged as it is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases. Leveraged leases have been eliminated, although lessors can continue to account for existing leveraged leases using the current accounting guidance. Other limited changes were made to align lessor accounting with the lessee accounting model and the new revenue recognition standard. All entities will classify leases to determine how to recognize lease-related revenue and expense. Quantitative and qualitative disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The intention is to require enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. ASU 2016-02 is effective for interim andperiods within those annual reporting periods beginning after December 15, 2018; early adoption is permitted. All entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. They have the option to use certain relief; full retrospective application is prohibited. The Company is currently evaluating the provisions of ASU 2016-02 and will be closely monitoring developments and additional guidance to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements.

ASU 2016-09,“Improvements to Employee Share-Based Payment Accounting (Topic 718).” ASU 2016-09 includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. Some of the key provisions of this new ASU include: (1) companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, and APIC pools will be eliminated. The guidance also eliminates the requirement that excess tax benefits be realized before companies can recognize them. In addition, the guidance requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity; (2) increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation. The new guidance also requires an employer to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on its statement of cash flows (prior guidance did not specify how these cash flows should be classified); and (3) permit companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures can be estimated, as required today, or recognized when they occur. ASU 2016-09 was effective for the Company on January 1, 2017 and the adoption of this new standard (ASU 2016-09) resulted in a net $460 thousand, or $0.01 per basic common share, reduction to income tax expense for the nine months ended September 30, 2017.


ASU 2016-13,“Measurement of Credit Losses on Financial Instruments (Topic 326).” This ASU significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. In issuing the standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees. The CECL model does not apply to available-for-sale (“AFS”) debt securities. For AFS debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a result, entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as they do today. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU No. 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019; earlyperiods. Early adoption is permitted for both interim and annual reporting periods beginning after December 15, 2018. Entities will applyfinancial statements that have not yet been issued or made available for issuance. If an entity adopts the standard’s provisions as a cumulative-effect adjustment to retained earningsamendments in an interim period, it should adopt them as of the beginning of the first reportingannual period that includes that interim period. The amendments should be applied (i) retrospectively to all prior periods presented in the financial statements or (ii) prospectively to profits interest and similar awards granted or modified on or after the date at which the guidance is effective (i.e., modified retrospective approach). The Company is currently evaluatingentity first applies the provisions of ASU No. 2016-13 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements.

ASU No. 2016-15,“Classification of Certain Cash Receipts and Cash Payments.” FASB issued this update in August 2016. Current GAAP is unclear or does not include specific guidance on how to classify certain transactions in the statement of cash flows. This ASU is intended to reduce diversity in practice in how eight particular transactions are classified in the statement of cash flows. ASU No. 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, provided that all ofamendments. If the amendments are adoptedapplied prospectively, an entity is required to disclose the nature of and reason for the change in accounting principle. We are currently in the same period. Entities will beprocess of evaluating this guidance.

ASU No. 2024-02, "Codification Improvements—Amendments to Remove References to the Concepts Statements" ("ASU 2024-02") amends the Accounting Standard Codification (“Codification”) by removing references to various concepts statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior statements to provide guidance retrospectively. If it is impracticable to apply the guidance retrospectively for an issue, the amendments related to that issue would be applied prospectively.in certain topical areas. As this guidance only affects the classification within the statement of cash flows, ASU No. 2016-15 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

ASU No. 2017-04,“Simplifying the Test for Goodwill Impairment.” FASB issued this updatestated in January 2017. The guidance removes Step 2paragraph 105-10-05-3 of the goodwill impairment test,Codification, FASB Concepts Statements are non authoritative. These amendments will simplify the Codification which requireswill further draw a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. ASU No. 2017-04 is effective for interimdistinction between authoritative and annual reporting periods beginning after December 15, 2019, applied prospectively. Early adoption is permitted for any impairment tests performed after January 1, 2017.non authoritative literature. The Company expects to early adopt upon the next goodwill impairment test in 2017. ASU No. 2017-04 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

ASU 2017-12,“Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities(ASU 2017-12). The Financial Accounting Standards Board issued this update in August 2017. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 isamendments are effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption, including adoption2024. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2025. Early application of the amendments is permitted for all entities, for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, permitted. The Company plansit must adopt them as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments using one of the following transition methods: (i) prospectively to adopt ASU 2017-12all new transactions recognized on January 1, 2019. ASU 2017-12 requires a modified retrospective transition methodor after the date that the entity first applies the amendments, or (ii) retrospectively to the beginning of the earliest comparative period presented in which the Company will recognizeamendments were first applied. We are currently in the cumulative effectprocess of evaluating this guidance.

15


Accounting Standards Adopted in 2024:
ASU No. 2023-07,"Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." ("ASU 2023-07") requires filers to disclose significant segment expenses, an amount and description for other segment items, the title and position of the changeentity’s chief operating decision maker ("CODM") and an explanation of how the CODM uses the reported measures of profit or loss to assess segment performance, and, on the opening balancean interim basis, certain segment related disclosures that previously were required only on an annual basis. ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing segment reporting requirements and that an entity is permitted to disclose multiple measures of each affected component of equity in the statement of financial position as of the date of adoption. Whilesegment profit or loss, provided that certain criteria are met. ASU 2023-07 is effective for the Company continues to assess all potential impactsfor fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Since early adoption is permitted, the Company adopted the guidance prescribed under ASU 2023-07 effective January 1, 2024. Adoption of the standard, we currently expect adoption tothis guidance did not have an immateriala material impact on our consolidated financial statements.

statements for fiscal year 2024.

Note 2. Cash and Due from Banks

Regulation D of

For the Federal Reserve Act requires that banks maintain noninterest reserve balances withthree months ended March 31, 2024 and 2023, the Bank maintained an average daily balance at the Federal Reserve Bank based principally on the typeof $1.9 billion and amount of their deposits. During 2017, the Bank maintained balances at the Federal Reserve sufficient to meet reserve requirements, as well as significant excess reserves,$662.4 million, respectively, on which interest is paid.

Additionally, the Bank maintains interest bearinginterest-bearing balances with the Federal Home Loan Bank of Atlanta ("FHLB") and noninterest bearingnoninterest-bearing balances with domestic correspondent banks as compensationto cover associated costs for services they provide to the Bank.

Note 3. Investment Securities Available-for-Sale

Amortized

The amortized cost and estimated fair value of the Company's available-for-sale and held-to-maturity securities available-for-sale are summarized as follows:

             
     Gross  Gross  Estimated 
September 30, 2017 Amortized  Unrealized  Unrealized  Fair 
(dollars in thousands) Cost  Gains  Losses  Value 
U. S. agency securities $179,100  $342  $1,524  $177,918 
Residential mortgage backed securities  303,822   374   2,670   301,526 
Municipal bonds  61,593   1,673   119   63,147 
Corporate bonds  13,011   206      13,217 
Other equity investments  218         218 
  $557,744  $2,595  $4,313  $556,026 
                 
        Gross    Gross    Estimated 
December 31, 2016   Amortized    Unrealized    Unrealized    Fair 
(dollars in thousands)   Cost    Gains    Losses    Value 
U. S. agency securities $107,425  $519  $1,802  $106,142 
Residential mortgage backed securities  329,606   324   3,691   326,239 
Municipal bonds  94,607   1,723   400   95,930 
Corporate bonds  9,508   82   11   9,579 
Other equity investments  218         218 
  $541,364  $2,648  $5,904  $538,108 

In addition, at September 30, 2017,

(dollars in thousands)Amortized CostGross Unrealized GainsGross Unrealized LossesAllowance for Credit LossesEstimated Fair Value
March 31, 2024
Investment securities available-for-sale:
U.S. treasury bonds$49,919 $— $(1,686)$— $48,233 
U.S. agency securities698,189 — (58,863)— 639,326 
Residential mortgage-backed securities800,793 23 (102,266)— 698,550 
Commercial mortgage-backed securities54,018 — (5,080)— 48,938 
Municipal bonds8,740 — (434)— 8,306 
Corporate bonds2,000 — (302)(17)1,681 
Total available-for-sale securities$1,613,659 $23 $(168,631)$(17)$1,445,034 
(dollars in thousands)Amortized CostGross Unrecognized GainsGross Unrecognized LossesEstimated Fair Value
March 31, 2024
Investment securities held-to-maturity:
Residential mortgage-backed securities$655,388 $— $(87,348)$568,040 
Commercial mortgage-backed securities89,966 — (13,000)76,966 
Municipal bonds125,003 — (9,789)115,214 
Corporate bonds132,332 — (14,393)117,939 
Total$1,002,689 $— $(124,530)$878,159 
Allowance for credit losses(1,957)
Total held-to-maturity securities, net of ACL$1,000,732 
16


(dollars in thousands)Amortized CostGross Unrealized GainsGross Unrealized LossesAllowance for Credit LossesEstimated Fair Value
December 31, 2023
Investment securities available-for-sale:
U.S. treasury bonds$49,894 $— $(1,993)$— $47,901 
U.S. agency securities729,090 — (57,693)— 671,397 
Residential mortgage-backed securities823,992 45 (96,684)— 727,353 
Commercial mortgage-backed securities54,557 — (4,993)— 49,564 
Municipal bonds8,783 — (293)— 8,490 
Corporate bonds2,000 — (300)(17)1,683 
Total available-for-sale securities$1,668,316 $45 $(161,956)$(17)$1,506,388 
(dollars in thousands)Amortized CostGross Unrecognized GainsGross Unrecognized LossesEstimated Fair Value
December 31, 2023
Investment securities held-to-maturity:
Residential mortgage-backed securities$670,043 $— $(79,980)$590,063 
Commercial mortgage-backed securities90,227 — (12,867)77,360 
Municipal bonds125,114 (8,540)116,579 
Corporate bonds132,309 — (14,729)117,580 
Total$1,017,693 $$(116,116)$901,582 
Allowance for credit losses(1,956)
Total held-to-maturity securities, net of ACL$1,015,737 
At March 31, 2024 and December 31, 2023, the Company held $31.0$54.7 million inand $25.7 million, respectively, of equity securities in a combination of Federal Reserve Bank (“FRB”System ("Federal Reserve Board," "Federal Reserve" or "FRB") and Federal Home Loan Bank (“FHLB”)FHLB stocks, which are required to be held for regulatory purposes and whichpurposes. The securities are not marketable, and therefore are carried at cost.

cost; they are classified as restricted securities, and periodically evaluated for impairment based on ultimate recovery of par value.

GrossAt March 31, 2024 and December 31, 2023, the Company had $50.0 million and $51.7 million, respectively, of unamortized unrealized losses outstanding following the transfer of investment securities from available-for-sale to held-to-maturity in 2022. These unrealized losses are included in accumulated other comprehensive loss and fair valueare amortized through interest income as a yield adjustment over the remaining term of the securities.

Accrued interest receivable on investment securities totaled $7.8 million and $7.6 million at March 31, 2024 and December 31, 2023, respectively. The accrued interest receivable is excluded from the amortized cost of the securities and is reported in other assets in the Consolidated Balance Sheets.
17


The following tables summarize available-for-sale and held-to-maturity securities in an unrealized loss position by length of time that the individual available-for-sale securities have been in a continuous unrealized loss position are as follows:

     Less than  12 Months    
     12 Months  or Greater  Total 
     Estimated     Estimated     Estimated    
September 30, 2017 Number of  Fair  Unrealized  Fair  Unrealized  Fair  Unrealized 
(dollars in thousands) Securities  Value  Losses  Value  Losses  Value  Losses 
U. S. agency securities  32  $97,832  $1,101  $28,299  $423  $126,131  $1,524 
Residential mortgage backed securities  113   198,670   1,523   55,920   1,147   254,590   2,670 
Municipal bonds  5   13,301   119         13,301   119 
   150  $309,803  $2,743  $84,219  $1,570  $394,022  $4,313 
                             
        Less than    12 Months         
        12 Months    or Greater    Total 
      Estimated      Estimated      Estimated     
December 31, 2016 Number of  Fair  Unrealized  Fair  Unrealized  Fair  Unrealized 
(dollars in thousands) Securities  Value  Losses  Value  Losses  Value  Losses 
U. S. agency securities  27  $88,991  $1,764  $3,768  $38  $92,759  $1,802 
Residential mortgage backed securities  112   232,347   3,110   19,402   581   251,749   3,691 
Municipal bonds  16   34,743   400         34,743   400 
Corporate bonds  2   4,998   11         4,998   11 
   157  $361,079  $5,285  $23,170  $619  $384,249  $5,904 

The unrealizedtime:

Less Than 12 Months12 Months or GreaterTotal
(dollars in thousands)Number of SecuritiesEstimated Fair ValueUnrealized LossesEstimated Fair ValueUnrealized LossesEstimated Fair ValueUnrealized Losses
March 31, 2024
Investment securities available-for-sale:
U.S. treasury bonds$— $— $48,233 $(1,686)$48,233 $(1,686)
U. S. agency securities76 2,904 (5)636,422 (58,858)639,326 (58,863)
Residential mortgage-backed securities151 8,180 (60)688,525 (102,206)696,705 (102,266)
Commercial mortgage-backed securities13 — — 48,938 (5,080)48,938 (5,080)
Municipal bonds— — 8,306 (434)8,306 (434)
Corporate bonds— — 1,681 (302)1,681 (302)
Total244 $11,084 $(65)$1,432,105 $(168,566)$1,443,189 $(168,631)
Less Than 12 Months12 Months or GreaterTotal
(dollars in thousands)Number of SecuritiesEstimated Fair ValueUnrecognized LossesEstimated Fair ValueUnrecognized LossesEstimated Fair ValueUnrecognized Losses
March 31, 2024
Investment securities held-to-maturity:
Residential mortgage-backed securities142$— $— $568,040 $(87,348)$568,040 $(87,348)
Commercial mortgage-backed securities16— — 76,966 (13,000)76,966 (13,000)
Municipal bonds423,474 (63)111,740 (9,726)115,214 (9,789)
Corporate bonds30— — 105,887 (14,393)105,887 (14,393)
Total230 $3,474 $(63)$862,633 $(124,467)$866,107 $(124,530)
Less Than 12 Months12 Months or GreaterTotal
(dollars in thousands)Number of SecuritiesEstimated Fair ValueUnrealized LossesEstimated Fair ValueUnrealized LossesEstimated Fair ValueUnrealized Losses
December 31, 2023
Investment securities available-for-sale:
U.S. treasury bonds$— $— $47,901 $(1,993)$47,901 $(1,993)
U. S. agency securities78 3,084 (4)668,313 (57,689)671,397 (57,693)
Residential mortgage-backed securities149 — — 718,042 (96,684)718,042 (96,684)
Commercial mortgage-backed securities13 — — 49,564 (4,993)49,564 (4,993)
Municipal bonds— — 8,490 (293)8,490 (293)
Corporate bonds— — 1,683 (300)1,683 (300)
Total244 $3,084 $(4)$1,493,993 $(161,952)$1,497,077 $(161,956)
18


Less Than 12 Months12 Months or GreaterTotal
(dollars in thousands)Number of SecuritiesEstimated Fair ValueUnrecognized LossesEstimated Fair ValueUnrecognized LossesEstimated Fair ValueUnrecognized Losses
December 31, 2023
Investment securities held-to-maturity:
Residential mortgage-backed securities142 $— $— $590,063 $(79,980)$590,063 $(79,980)
Commercial mortgage-backed securities16 — — 77,360 (12,867)77,360 (12,867)
Municipal bonds40 — — 113,031 (8,540)113,031 (8,540)
Corporate bonds30 — — 105,523 (14,729)105,523 (14,729)
Total228 $— $— $885,977 $(116,116)$885,977 $(116,116)
Unrealized losses that exist areat March 31, 2024 were generally the result ofattributable to changes in market interest rates and interest spread relationships since original purchases.subsequent to the dates the securities were originally purchased and were considered to be temporary, and not due to credit quality concerns on the investment securities. The weighted average durationfair values of debtthese securities which comprise 99.9% of total investment securities, is relatively short at 3.5 years. If quoted prices are not available, fair value is measured using independent pricing models or other model-based valuation techniques suchexpected to recover as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. The Company does not believe that the investment securities that were in an unrealized loss position as of September 30, 2017 represent an other-than-temporary impairment.approach their respective maturity dates. The Company does not intend to sell the investments and it is more likely than not that the Companyit will not havebe required to sell the securities before recoveryprior to their anticipated recovery.
The Company measures its AFS and HTM security portfolios for current expected credit losses as part of its amortized cost basis, which may be at maturity.

The amortized costACL analysis. During the three months ended March 31, 2024 and estimated fair value2023, the Company recorded a provision for credit losses on its held-to-maturity portfolio of investments$1 thousand and $1.2 million, respectively. During the three months ended March 31, 2023, the Company recorded a provision for credit losses on its available-for-sale at September 30, 2017portfolio of $14 thousand. No provision was recorded for its available-for-sale security portfolio during the three months ended March 31, 2024. At March 31, 2024 and December 31, 20162023, the Company had a total allowance of $17 thousand on its available-for-sale securities and $2.0 million on its held-to-maturity securities, each of which primarily comprise allowances for corporate bonds.

19


The following table summarizes the Company's investment securities available-for-sale and investment securities held-to-maturity by contractual maturity are shown in the table below.maturity. Expected maturities for residential mortgage backedmortgage-backed securities ("MBS") will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

  September 30, 2017  December 31, 2016 
  Amortized  Estimated  Amortized  Estimated 
(dollars in thousands) Cost  Fair Value  Cost  Fair Value 
U. S. agency securities maturing:                
One year or less $90,495  $89,503  $83,885  $82,548 
After one year through five years  74,481   74,433   20,736   20,897 
Five years through ten years  14,124   13,982   2,804   2,697 
Residential mortgage backed securities  303,822   301,526   329,606   326,239 
Municipal bonds maturing:                
One year or less  2,537   2,586   1,056   1,070 
After one year through five years  21,116   21,875   45,808   46,865 
Five years through ten years  36,868   37,493   46,668   46,839 
After ten years  1,072   1,193   1,075   1,156 
Corporate bonds                
After one year through five years  11,511   11,717   8,008   8,079 
After ten years  1,500   1,500   1,500   1,500 
Other equity investments  218   218   218   218 
  $557,744  $556,026  $541,364  $538,108 

March 31, 2024
(dollars in thousands)Amortized CostEstimated Fair Value
Investment securities available-for-sale:
Within one year$139,224 $135,426 
One to five years486,394 446,955 
Five to ten years112,838 97,570 
Beyond ten years20,392 17,612 
Residential mortgage-backed securities800,793 698,550 
Commercial mortgage-backed securities54,018 48,938 
Less: allowance for credit losses— (17)
Total investment securities available-for-sale1,613,659 1,445,034 
Investment securities held-to-maturity:
Within one year4,282 4,247 
One to five years61,707 59,309 
Five to ten years117,237 102,274 
Beyond ten years74,109 67,323 
Residential mortgage-backed securities:655,388 568,040 
Commercial mortgage-backed securities89,966 76,966 
Less: allowance for credit losses(1,957)— 
Total investment securities held-to-maturity1,000,732 878,159 
Total$2,614,391 $2,323,193 
For the ninethree months ended September 30, 2017,March 31, 2024 and 2023, gross realized gains on salescalls of investmentsinvestment securities were $795$4 thousand and $5 thousand, respectively.
There were no gross realized losses on sales or calls of investment securities were $254 thousand. Forduring the ninethree months ended September 30, 2016, gross realized gains on salesMarch 31, 2024. During the three months ended March 31, 2023, there were $26 thousand of investments securities were $1.3 million and gross realized losses on sales of investment securities were $202 thousand.


Proceeds from sales andor calls of investment securitiessecurities.

Gross sales and call proceeds were $27.1 million and $8.4 million for the ninethree months ended September 30, 2017 were $70.1 million,March 31, 2024 and in 2016 were $94.2 million.

2023, respectively.

The carryingbook value of securities pledged as collateral for certain government deposits, securities sold under agreements to repurchase, and certain lines of credit with correspondent banks at September 30, 2017March 31, 2024 and December 31, 2023 was $459.9 million,$2.1 billion, which iswere well in excess of required amounts in order to operationally provide significant reserve amounts for new business. As of September 30, 2017March 31, 2024 and December 31, 2016,2023, there were no holdings of securities of any one issuer, other than the U.S. Government and U.S. agency securities, which exceeded ten percent of shareholders’shareholders' equity.

Note 4. Mortgage Banking Derivative

As part of its mortgage banking activities, the Bank enters into interest rate lock commitments, which are commitments to originate loans where the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. The Bank then locks in the loan and interest rate with an investor and commits to deliver the loan if settlement occurs (“best efforts”) or commits to deliver the locked loan in a binding (“mandatory”) delivery program with an investor. Certain loans under interest rate lock commitments are covered under forward sales contracts of mortgage backed securities (“MBS”). Forward sales contracts of MBS are recorded at fair value with changes in fair value recorded in noninterest income. Interest rate lock commitments and commitments to deliver loans to investors are considered derivatives. The market value of interest rate lock commitments and best efforts contracts are not readily ascertainable with precision because they are not actively traded in stand-alone markets. The Bank determines the fair value of interest rate lock commitments and delivery contracts by measuring the fair value of the underlying asset, which is impacted by current interest rates, taking into consideration the probability that the interest rate lock commitments will close or will be funded.

Certain additional risks arise from these forward delivery contracts in that the counterparties to the contracts may not be able to meet the terms of the contracts. The Bank does not expect any counterparty to any MBS to fail to meet its obligation. Additional risks inherent in mandatory delivery programs include the risk that, if the Bank does not close the loans subject to interest rate risk lock commitments, it will still be obligated to deliver MBS to the counterparty under the forward sales agreement. Should this be required, the Bank could incur significant costs in acquiring replacement loans or MBS and such costs could have an adverse effect on mortgage banking operations.

The fair value of the mortgage banking derivatives is recorded as a freestanding asset or liability with the change in value being recognized in current earnings during the period of change.

At September 30, 2017 the Bank had mortgage banking derivative financial instruments with a notional value of $59.6 million related to its forward contracts as compared to $81.7 million at September 30, 2016. The fair value of these mortgage banking derivative instruments at September 30, 2017 was $63 thousand included in other assets and $36 thousand included in other liabilities as compared to $217 thousand included in other assets and $222 thousand included in other liabilities at September 30, 2016.

Included in other noninterest income for the three and nine months ended September 30, 2017 was a net gain of $71 thousand and a net gain of $335 thousand, relating to mortgage banking derivative instruments as compared to a net loss of $46 thousand and a net gain of $274 thousand for the three and nine months ended September 30, 2016. The amount included in other noninterest income for the three and nine months ended September 30, 2017 pertaining to its mortgage banking hedging activities was a net realized loss of $14 thousand and $912 thousand as compared to a net realized gain of $151 thousand and net unrealized loss of $156 thousand for the same periods in September 30, 2016.

Note 5.4. Loans and Allowance for Credit Losses

The Bank makes loans to customers primarily in the Washington, D.C. metropolitan area and surrounding communities. A substantial portion of the Bank’sBank's loan portfolio consists of loans to businesses secured by real estate and other business assets.


Loans, net of unamortized net deferred fees and costs, at September 30, 2017,March 31, 2024 and December 31, 2016, and September 30, 20162023 are summarized by typeportfolio segment as follows:

  September 30, 2017  December 31, 2016  September 30, 2016 
(dollars in thousands) Amount  %  Amount  %  Amount  % 
Commercial $1,244,184   20% $1,200,728   21% $1,130,042   21%
Income producing - commercial real estate  2,898,948   48%  2,509,517   44%  2,551,186   46%
Owner occupied - commercial real estate  749,580   12%  640,870   12%  590,427   11%
Real estate mortgage - residential  109,460   2%  152,748   3%  154,439   3%
Construction - commercial and residential*  915,493   15%  932,531   16%  838,137   15%
Construction - C&I (owner occupied)  55,828   1%  126,038   2%  104,676   2%
Home equity  101,898   2%  105,096   2%  106,856   2%
Other consumer  8,813      10,365      6,212    
Total loans  6,084,204   100%  5,677,893   100%  5,481,975   100%
Less: allowance for credit losses  (62,967)      (59,074)      (56,864)    
Net loans $6,021,237      $5,618,819      $5,425,111     

*Includes land loans.

March 31, 2024December 31, 2023
(dollars in thousands, except amounts in the footnote)Amount%Amount%
Commercial$1,408,767 18 %$1,473,766 18 %
PPP loans467 — %528 — %
Income-producing - commercial real estate4,040,655 50 %4,094,614 51 %
Owner-occupied - commercial real estate1,185,582 15 %1,172,239 15 %
Real estate mortgage - residential72,087 %73,396 %
Construction - commercial and residential1,082,556 13 %969,766 12 %
Construction - C&I (owner-occupied)138,379 %132,021 %
Home equity53,251 %51,964 %
Other consumer958 — %401 — %
Total loans7,982,702 100 %7,968,695 100 %
Less: allowance for credit losses(99,684)(85,940)
Net loans (1)
$7,883,018 $7,882,755 
(1)Excludes accrued interest receivable of $46.3 million and $45.3 million at March 31, 2024 and December 31, 2023, respectively, which were recorded in other assets on the Consolidated Balance Sheets.
Unamortized net deferred fees and costs amounted to $23.3 million, $22.3$24.1 million and $20.9$27.0 million at September 30, 2017, DecemberMarch 31, 2016, and September 30, 2016, respectively.

As of September 30, 20172024 and December 31, 2016,2023, respectively.

As of March 31, 2024 and December 31, 2023, the Bank serviced $176.5$334.1 million and $128.8$328.0 million, respectively, of multifamily FHA loans, SBA loans and other loan participations whichthat are not reflected as loan balances on the Consolidated Balance Sheets.

Loan Origination / Risk Management

The Company’s goal is to mitigate risks in the event of unforeseen threats to the loan portfolio as a result of economic downturn or other negative influences. Plans for mitigating inherent risks in managing loan assets include: carefully enforcing loan policies and procedures, evaluating each borrower’s business plan during the underwriting process and throughout the loan term, identifying and monitoring primary and alternative sources for loan repayment, and obtaining collateral to mitigate economic loss in the event of liquidation. Specific loan reserves are established based upon credit and/or collateral risks on an individual loan basis. A risk rating system is employed to proactively estimate loss exposure and provide a measuring system for setting general and specific reserve allocations.

The composition of the Company’s loan portfolio is heavily weighted toward commercial real

Real estate both owner occupied and income producing real estate. At September 30, 2017, owner occupied - commercial real estate and construction - C&I (owner occupied) represent approximately 13% of the loan portfolio. At September 30, 2017, non-owner occupied commercial real estate and real estate construction represented approximately 63% of the loan portfolio. The combined owner occupied and commercial real estate loans represent approximately 76% of the loan portfolio. These loans are underwritten to mitigate lending risks typical of this type of loan such as declines in real estate values, changes in borrower cash flow and general economic conditions. The Bank typically requires a maximum loan to value of 80% and minimum cash flow debt service coverage of 1.15 to 1.0. Personal guarantees may be required, but may be limited. In making real estate commercial mortgage loans, the Bank generally requires that interest rates adjust not less frequently than five years.

The Company is also an active traditional commercial lender providing loans for a variety of purposes, including working capital, equipment and account receivable financing. This loan category represents approximately 20% of the loan portfolio at September 30, 2017 and was generally variable or adjustable rate. Commercial loans meet reasonable underwriting standards, including appropriate collateral and cash flow necessary to support debt service. Personal guarantees are generally required, but may be limited. SBA loans represent approximately 2% of the commercial loan category of loans. In originating SBA loans, the Company assumes the risk of non-payment on the unguaranteed portion of the credit. The Company generally sells the guaranteed portion of the loan generating noninterest income from the gains on sale, as well as servicing income on the portion participated. SBA loans are subject to the same cash flow analyses as other commercial loans. SBA loans are subject to a maximum loan size established by the SBA.


Approximately 2% of the loan portfolio at September 30, 2017 consists of home equity loans and lines of credit and other consumer loans. These credits, while making up a small portion of the loan portfolio, demand the same emphasis on underwriting and credit evaluation as other types of loans advanced by the Bank.

Approximately 2% of the loan portfolio consists of residential mortgage loans. The repricing duration of these loans was 15 months. These credits represent first liens on residential property loans originated by the Bank. While the Bank’s general practice is to originate and sell (servicing released) loans made by its Residential Lending department, from time to time certain loan characteristics do not meet the requirements of third party investors and these loans are instead maintained in the Bank’s portfolio until they are resold to another investor at a later date or mature.

Loans are secured primarily by duly recorded first deeds of trust or mortgages. In some cases, the Bank may accept a recorded junior trust position. In general, borrowers will have a proven ability to build, lease, manage and/or sell a commercial or residential project and demonstrate satisfactory financial condition. Additionally, an equity contribution toward the project is customarily required.

Construction loans require that the financial condition and experience of the general contractor and major subcontractors be satisfactory to the Bank. Guaranteed, fixed pricefixed-price contracts are required whenever appropriate, along with payment and performance bonds or completion bonds for larger scale projects.

Loans intended for residential land acquisition, lot development and construction are made on the premise that the land: 1) is or will be developed for building sites for residential structures, and;and 2) will ultimately be utilized for construction or improvement of residential zoned real properties, including the creation of housing. Residential development and construction loans will finance projects such as single family subdivisions, planned unit developments, townhouses, and condominiums.

Residential land acquisition, development and construction loans generally are underwritten with a maximum term of 36 months, including extensions approved at origination.

Commercial land acquisition and construction loans are secured by real property where loan funds will be used to acquire land and to construct or improve appropriately zoned real property for the creation of income producing or owner useroccupied commercial properties. Borrowers are generally required to put equity into each project at levels determined by the appropriate Loan Committee.

approval authority. Commercial land acquisition and construction loans generally are underwritten with a maximum term of 24 months.

Substantially all construction draw requests must be presented in writing on American Institute of Architects documents and certified either by the contractor, the borrower and/or the borrower’sborrower's architect. Each draw request shall also include the borrower’sborrower's soft cost breakdown certified by the borrower or their Chief Financial Officer.agent. Prior to an advance, the Bank or its contractor inspects the project to determine that the work has been completed, to justify the draw requisition.

Commercial permanent loans are generally secured by improved real property whichthat is generating income in the normal course of operation. Debt service coverage, assuming stabilized occupancy, must be satisfactory to support a permanent loan. The debt service coverage ratio is ordinarily at least 1.15 to 1.0. As part of the underwriting process, debt service coverage ratios are stress tested assuming a 200 basis point increase in interest rates from their current levels.

Commercial permanent loans generally are underwritten with a term not greater than 10 years or the remaining useful life of the property, whichever is lower. The preferred term is between 5 to 7 years, with amortization to a maximum of 25 years.


The Company’sCompany's loan portfolio includes ADCacquisition, development and construction ("ADC") real estate loans including both investment and owner occupiedowner-occupied projects. ADC loans amounted to $1.44$1.6 billion at September 30, 2017.March 31, 2024. A portion of the ADC portfolio, both speculative and non-speculative, includes loan fundedloan-funded interest reserves at origination. ADC loans are serviced by loan fundedthat provide for the use of interest reserves and represent approximately 79%58.5% of the outstanding ADC loan portfolio at September 30, 2017.March 31, 2024. The decision to establish a loan-funded interest reserve is made upon origination of the ADC loan and is based upon a number of factors considered during underwriting of the credit, including: (1) the feasibility of the project; (2) the experience of the sponsor; (3) the creditworthiness of the borrower and guarantors; (4) the borrower equity contribution; and (5) the level of collateral protection. When appropriate, an interest reserve provides an effectivea means of addressing the cash flow characteristics of a properly underwritten ADC loan. The Company does not significantly utilize interest reserves in other loan products. The Company recognizes that one of the risks inherent in the use of interest reserves is the potential masking of underlying problems with the project and/or the borrower’sborrower's ability to repay the loan. In order to mitigate thisthese inherent risk,risks, the Company employs a series of reporting and monitoring mechanisms on all ADC loans, whether or not an interest reserve is provided, including: (1) construction and development timelines whichthat are monitored on an ongoing basis whichand track the progress of a given project to the timeline projected at origination; (2) a construction loan administration department independent of the lending function; (3) third party independent construction loan inspection reports; (4) monthly interest reserve monitoring reports detailing the balance of the interest reserves approved at origination and the days of interest carry represented by the reserve balances as compared to the then current anticipated time to completion and/or sale of speculative projects; and (5) quarterly commercial real estate construction meetings among senior Company management, which includesinclude monitoring of current and projected real estate market conditions. If a project has not performed as expected, it is not the customary practice of the Company to increase loan funded interest reserves.

From time to time the Company may make loans for its own portfolio or through its higher risk loan affiliate, ECV. Such loans, which are made to finance projects (which may also be financed at the Bank level), may have higher risk characteristics than loans made by the Bank, such as lower priority interests and/or higher loan to value ratios. The Company seeks an overall financial return on these transactions commensurate with the risks and structure of each individual loan. Certain transactions may bear current interest at a rate with a significant premium to normal market rates. Other loan transactions may carry a standard rate of current interest, but also earn additional interest based on a percentage of the profits of the underlying project or a fixed accrued rate of interest.


Allowance for Credit Losses

The following tables detailtable details activity in the allowance for credit lossesACL by portfolio segment for the three and nine months ended September 30, 2017March 31, 2024 and 2016.2023. PPP loans are excluded from these tables since they do not carry an allowance for credit loss, as these loans are fully guaranteed as to principal and interest by the SBA, whose guarantee is backed by the full faith and credit of the U.S. Government. Allocation of a portion of the allowance to one category of loans does not preclude its availabilityrestrict the use of the allowance to absorb losses in other categories.

     Income Producing -  Owner Occupied -  Real Estate  Construction -          
     Commercial  Commercial  Mortgage  Commercial and  Home  Other    
(dollars in thousands) Commercial  Real Estate  Real Estate  Residential  Residential  Equity  Consumer  Total 
Three months ended September 30, 2017                                
Allowance for credit losses:                                
Balance at beginning of period $14,225  $23,308  $4,189  $1,081  $16,727  $1,216  $301  $61,047 
Loans charged-off  (522)           (39)     (32)  (593)
Recoveries of loans previously charged-off  407   30      2   146   1   6   592 
Net loans (charged-off) recoveries  (115)  30      2   107   1   (26)  (1)
Provision for credit losses  (2,266)  (963)  1,273   (126)  4,052   (120)  71   1,921 
Ending balance $11,844  $22,375  $5,462  $957  $20,886  $1,097  $346  $62,967 
Nine months ended September 30, 2017                                
Allowance for credit losses:                                
Balance at beginning of period $14,700  $21,105  $4,010  $1,284  $16,487  $1,328  $160  $59,074 
Loans charged-off  (659)  (1,470)        (39)     (98)  (2,266)
Recoveries of loans previously charged-off  675   80   2   5   491   4   18   1,275 
Net loans charged-off  16   (1,390)  2   5   452   4   (80)  (991)
Provision for credit losses  (2,872)  2,660   1,450   (332)  3,947   (235)  266   4,884 
Ending balance $11,844  $22,375  $5,462  $957  $20,886  $1,097  $346  $62,967 
As of September 30, 2017                                
Allowance for credit losses:                                
Individually evaluated for impairment $3,246  $1,378  $1,005  $  $2,900  $90  $81  $8,700 
Collectively evaluated for impairment  8,598   20,997   4,457   957   17,986   1,007   265   54,267 
Ending balance $11,844  $22,375  $5,462  $957  $20,886  $1,097  $346  $62,967 
Three months ended September 30, 2016                                
Allowance for credit losses:                                
Balance at beginning of period $13,386  $19,072  $4,202  $1,061  $17,024  $1,556  $235  $56,536 
Loans charged-off  (109)  (1,751)           (121)  (12)  (1,993)
Recoveries of loans previously charged-off  7   10      2   3   3   8   33 
Net loans (charged-off) recoveries  (102)  (1,741)     2   3   (118)  (4)  (1,960)
Provision for credit losses  (523)  3,178   59   47   (513)  (69)  109   2,288 
Ending balance $12,761  $20,509  $4,261  $1,110  $16,514  $1,369  $340  $56,864 
Nine months ended September 30, 2016                                
Allowance for credit losses:                                
Balance at beginning of period $11,563  $14,122  $3,279  $1,268  $21,088  $1,292  $75  $52,687 
Loans charged-off  (2,802)  (2,342)           (217)  (37)  (5,398)
Recoveries of loans previously charged-off  93   14   2   5   207   11   24   356 
Net loans charged-off  (2,709)  (2,328)  2   5   207   (206)  (13)  (5,042)
Provision for credit losses  3,907   8,715   980   (163)  (4,781)  283   278   9,219 
Ending balance $12,761  $20,509  $4,261  $1,110  $16,514  $1,369  $340  $56,864 
As of September 30, 2016                                
Allowance for credit losses:                                
Individually evaluated for impairment $1,997  $1,714  $360  $  $300  $  $100  $4,471 
Collectively evaluated for impairment  10,764   18,795   3,901   1,110   16,214   1,369   240   52,393 
Ending balance $12,761  $20,509  $4,261  $1,110  $16,514  $1,369  $340  $56,864 


(dollars in thousands)CommercialIncome-Producing Commercial Real EstateOwner-Occupied -Commercial Real EstateReal Estate Mortgage ResidentialConstruction - Commercial and ResidentialConstruction - C&I (Owner-Occupied)Home EquityOther ConsumerTotal
Three Months Ended March 31, 2024
Allowance for credit losses:
Balance at beginning of period$17,824 $40,050 $14,333 $861 $10,198 $1,992 $657 $25 $85,940 
Loans charged-off(496)(20,943)— — (129)— — (1)(21,569)
Recoveries of loans previously charged-off115 — 24 — — — — — 139 
Net loans (charged-off) recovered(381)(20,943)24 — (129)— — (1)(21,430)
Provision for (reversal of) credit losses6,239 26,830 (820)32 2,989 (63)(39)35,174 
Ending balance$23,682 $45,937 $13,537 $893 $13,058 $1,929 $618 $30 $99,684 
Three Months Ended March 31, 2023
Allowance for credit losses:
Balance at beginning of period$15,655 $35,688 $12,702 $969 $7,195 $1,606 $555 $74 $74,444 
Loans charged-off(868)— — — (136)— — (50)(1,054)
Recoveries of loans previously charged-off76 — — — — — — 79 
Net loans (charged-off) recovered(792)— — — (136)— — (47)(975)
Provision for (reversal of) credit losses912 2,452 (245)33 1,682 36 38 — 4,908 
Ending balance$15,775 $38,140 $12,457 $1,002 $8,741 $1,642 $593 $27 $78,377 

The Company’s recorded investments infollowing table presents the amortized cost basis of collateral-dependent loans by class of loans as of September 30, 2017,March 31, 2024 and December 31, 2016 and September 30, 2016 related to each balance in the allowance for loan losses by portfolio segment and disaggregated on the basis of the Company’s impairment methodology was as follows:

     Income Producing -  Owner occupied -  Real Estate  Construction -          
     Commercial  Commercial  Mortgage  Commercial and  Home  Other    
(dollars in thousands) Commercial  Real Estate  Real Estate  Residential  Residential  Equity  Consumer  Total 
                         
September 30, 2017                                
Recorded investment in loans:                                
Individually evaluated for impairment $8,309  $10,241  $6,570  $  $7,728  $594  $92  $33,534 
Collectively evaluated for impairment  1,235,875   2,888,707   743,010   109,460   963,593   101,304   8,721   6,050,670 
Ending balance $1,244,184  $2,898,948  $749,580  $109,460  $971,321  $101,898  $8,813  $6,084,204 
                                 
December 31, 2016                                
Recorded investment in loans:                                
Individually evaluated for impairment $10,437  $15,057  $2,093  $241  $6,517  $  $126  $34,471 
Collectively evaluated for impairment  1,190,291   2,494,460   638,777   152,507   1,052,052   105,096   10,239   5,643,422 
Ending balance $1,200,728  $2,509,517  $640,870  $152,748  $1,058,569  $105,096  $10,365  $5,677,893 
                                 
September 30, 2016                                
Recorded investment in loans:                                
Individually evaluated for impairment $12,448  $14,648  $2,517  $244  $4,878  $113  $  $34,848 
Collectively evaluated for impairment  1,117,594   2,536,538   587,910   154,195   937,935   106,743   6,212   5,447,127 
Ending balance $1,130,042  $2,551,186  $590,427  $154,439  $942,813  $106,856  $6,212  $5,481,975 

At September 30, 2017, nonperforming loans acquired from Fidelity & Trust Financial Corporation (“Fidelity”) and Virginia Heritage Bank (“Virginia Heritage”) have a carrying value of $476 thousand and $507 thousand, and an unpaid principal balance of $533 thousand and $1.5 million, respectively, and were evaluated separately in accordance with ASC Topic 310-30,“Loans and Debt Securities Acquired with Deteriorated Credit Quality.” The various impaired loans were recorded at estimated fair value with any excess being charged-off or treated as a non-accretable discount. Subsequent downward adjustments to the valuation of impaired loans acquired will result in additional loan loss provisions and related allowance for credit losses.

2023:

March 31, 2024December 31, 2023
Business/OtherBusiness/Other
(dollars in thousands)AssetsReal EstateAssetsReal Estate
Commercial$1,532 $1,218 $1,674 $1,240 
Income-producing - commercial real estate878 66,724 1,754 39,172 
Owner-occupied - commercial real estate— 19,798 — 19,836 
Real estate mortgage - residential— 1,692 — 1,692 
Construction - commercial and residential— — — 525 
Home equity— 237 — 242 
Total$2,410 $89,669 $3,428 $62,707 

Credit Quality Indicators

The Company uses several credit quality indicators to manage credit risk in an ongoing manner. The Company’sCompany's primary credit quality indicators are to useinform an internal credit risk rating system that categorizes loans into pass, watch, special mention, or classified categories. Credit risk ratings are applied individually to those classes of loans that have significant or unique credit characteristics that benefit from a case-by-case evaluation. These are typically loans to businesses or individuals in the classes whichthat comprise the commercial portfolio segment. Groups of loans that are underwritten and structured using standardized criteria and characteristics, such as statistical models (e.g., credit scoring or payment performance), are typically risk rated and monitored collectively. These are typically loans to individuals in the classes whichthat comprise the consumer portfolio segment.

The following are the definitions of the Company’sCompany's credit quality indicators:

Pass:Pass:Loans in all classes that comprise the commercial and consumer portfolio segments that are not adversely rated, are contractually current as to principal and interest, and are otherwise in compliance with the contractual terms of the loan agreement. Management believes that there is a low likelihood of loss related to those loans that are considered pass.

Watch:Loan paying as agreed with generally acceptable asset quality; however the obligor’s performance has not met expectations. Balance sheet and/or income statement has shown deterioration to the point that the obligor could not sustain any further setbacks. Credit is expected to be strengthened through improved obligor performance and/or additional collateral within a reasonable period of time.

Special Mention:Loans in the classes that comprise the commercial portfolio segment that have potential weaknesses that deserve management’smanagement's close attention. If not addressed, these potential weaknesses may result in deterioration of the repayment prospects for the loan. The special mention credit quality indicator is not used for classes of loans that comprise the consumer portfolio segment. Management believes that there is a moderate likelihood of some loss related to those loans that are considered special mention.

Classified:Classified:
Classified (a) Substandard - Loans inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the company will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual loans classified substandard.
Classified (b) Doubtful – Loans that have all the weaknesses inherent in a loan classified substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work to the advantage and strengthening of the assets, its classification as an estimated loss is deferred until its more exact status may be determined.

Classified (b) Doubtful - Loans that have all the weaknesses inherent in a loan classified substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work to the advantage and strengthening of the assets, its classification as an estimated loss is deferred until its more exact status may be determined.


The Company’sCompany's credit quality indicators are generally updated generallyannually, however, credits rated "Special Mention" or below are reviewed more frequently. Based on a quarterlythe most recent analysis performed, the amortized cost basis but no less frequently than annually. The following table presentsof loans by risk category, class and by credit quality indicator, theyear of origination, along with any charge-offs that were recorded investment in the Company’s loans and leasesapplicable loan segment, if applicable, were as of September 30, 2017, December 31, 2016 and September 30, 2016.

     Watch and        Total 
(dollars in thousands) Pass  Special Mention  Substandard  Doubtful  Loans 
                
September 30, 2017                    
Commercial $1,204,850  $31,025  $8,309  $  $1,244,184 
Income producing - commercial real estate  2,861,346   27,361   10,241      2,898,948 
Owner occupied - commercial real estate  720,693   22,317   6,570      749,580 
Real estate mortgage – residential  108,797   663         109,460 
Construction - commercial and residential  963,593      7,728      971,321 
Home equity  100,618   686   594      101,898 
Other consumer  8,719   2   92      8,813 
          Total $5,968,616  $82,054  $33,534  $  $6,084,204 
                     
December 31, 2016                    
Commercial $1,160,185  $30,106  $10,437  $  $1,200,728 
Income producing - commercial real estate  2,489,407   5,053   15,057      2,509,517 
Owner occupied - commercial real estate  630,827   7,950   2,093      640,870 
Real estate mortgage – residential  151,831   676   241      152,748 
Construction - commercial and residential  1,051,445   607   6,517      1,058,569 
Home equity  103,484   1,612         105,096 
Other consumer  10,237   2   126      10,365 
          Total $5,597,416  $46,006  $34,471  $  $5,677,893 
                     
September 30, 2016                    
Commercial $1,099,894  $18,599  $11,549  $  $1,130,042 
Income producing - commercial real estate  2,527,318   9,220   14,648      2,551,186 
Owner occupied - commercial real estate  577,925   10,399   2,103      590,427 
Real estate mortgage – residential  153,515   680   244      154,439 
Construction - commercial and residential  937,198   737   4,878      942,813 
Home equity  105,126   1,617   113      106,856 
Other consumer  6,209   3         6,212 
          Total $5,407,185  $41,255  $33,535  $  $5,481,975 

follows:

(dollars in thousands)Prior20202021202220232024Revolving Loans Amort. Cost BasisRevolving Loans Convert. to TermTotal
March 31, 2024
Commercial
Pass$193,755 $35,451 $174,103 $141,181 $187,057 $24,604 $569,226 $1,154 $1,326,531 
Special Mention8,493 — — — — — 4,286 8,058 20,837 
Substandard13,771 9,371 1,538 281 — — 36,438 — 61,399 
Total216,019 44,822 175,641 141,462 187,057 24,604 609,950 9,212 1,408,767 
YTD gross charge-offs(396)— — — — — (100)— (496)
PPP loans
Pass— — 467 — — — — — 467 
Income producing - commercial real estate
Pass1,452,244 308,573 559,404 755,375 299,264 26,251 243,343 19,359 3,663,813 
Special Mention170,118 6,744 — — — — — — 176,862 
Substandard199,980 — — — — — — — 199,980 
Total1,822,342 315,317 559,404 755,375 299,264 26,251 243,343 19,359 4,040,655 
YTD gross charge-offs(20,943)— — — — — — — (20,943)
Owner occupied - commercial real estate
Pass628,063 34,703 222,361 41,514 126,663 4,590 515 — 1,058,409 
Special Mention61,117 — — — — — — — 61,117 
Substandard64,791 1,265 — — — — — — 66,056 
Total753,971 35,968 222,361 41,514 126,663 4,590 515 — 1,185,582 
Real estate mortgage - residential
Pass29,496 2,175 15,668 14,689 5,889 — — — 67,917 
Substandard4,170 — — — — — — — 4,170 
Total33,666 2,175 15,668 14,689 5,889 — — — 72,087 
Construction - commercial and residential
Pass77,388 11,101 241,373 485,461 89,757 3,874 136,092 1,177 1,046,223 
Special Mention6,532 — — — — — — — 6,532 
Substandard— 29,801 — — — — — — 29,801 
Total83,920 40,902 241,373 485,461 89,757 3,874 136,092 1,177 1,082,556 
YTD gross charge-offs(129)— — — — — — — (129)
Construction - C&I (owner occupied)
Pass26,151 56,094 615 33,242 15,084 — 7,193 — 138,379 
Home equity
Pass1,758 86 185 117 — — 50,589 146 52,881 
Substandard71 — 237 — — — 62 — 370 
Total1,829 86 422 117 — — 50,651 146 53,251 
Other consumer
Pass— — — — — 956 — 958 
Total— — — — — 956 — 958 
YTD gross charge-offs— — — — — — — (1)(1)
Total recorded investment$2,937,900 $495,364 $1,215,951 $1,471,860 $723,714 $59,319 $1,048,700 $29,894 $7,982,702 
Total YTD gross charge-offs$(21,468)$— $— $— $— $— $(100)$(1)$(21,569)
(dollars in thousands)Prior20192020202120222023Revolving Loans Amort. Cost BasisRevolving Loans Convert. to TermTotal
December 31, 2023
Commercial
Pass$157,563 $48,524 $39,133 $194,555 $149,320 $191,889 $623,684 $5,207 $1,409,875 
Special Mention1,415 — — — — — 2,259 — 3,674 
Substandard13,797 58 10,337 1,509 222 — 33,670 624 60,217 
Total172,775 48,582 49,470 196,064 149,542 191,889 659,613 5,831 1,473,766 
YTD gross charge-offs(885)— — — — — — (1,135)(2,020)
PPP loans
Pass— — — 528 — — — — 528 
Income producing - commercial real estate
Pass1,257,937 326,999 328,743 517,957 732,291 327,126 263,317 1,845 3,756,215 
Special Mention84,585 44,424 6,740 — — — — — 135,749 
Substandard139,961 62,689 — — — — — — 202,650 
Total1,482,483 434,112 335,483 517,957 732,291 327,126 263,317 1,845 4,094,614 
YTD gross charge-offs(11,817)— — — — — — — (11,817)
Owner occupied - commercial real estate
Pass534,525 103,034 35,385 202,776 41,907 125,934 673 55 1,044,289 
Special Mention54,288 13,348 — — — — — — 67,636 
Substandard37,167 — 1,274 — — — — 21,873 60,314 
Total625,980 116,382 36,659 202,776 41,907 125,934 673 21,928 1,172,239 
Real estate mortgage - residential
Pass22,877 7,545 2,186 15,967 14,756 5,895 — — 69,226 
Substandard4,170 — — — — — — — 4,170 
Total27,047 7,545 2,186 15,967 14,756 5,895 — — 73,396 
Construction - commercial and residential
Pass30,619 3,440 45,739 251,038 419,393 87,400 124,013 — 961,642 
Substandard8,124 — — — — — — — 8,124 
Total38,743 3,440 45,739 251,038 419,393 87,400 124,013 — 969,766 
YTD Gross Charge-offs(136)(5,500)— — — — — — (5,636)
Construction - C&I (owner occupied)
Pass18,551 4,265 56,361 618 33,237 12,619 6,370 — 132,021 
Home equity
Pass1,590 — 87 151 118 — 49,035 643 51,624 
Substandard— 36 — — — — 62 242 340 
Total1,590 36 87 151 118 — 49,097 885 51,964 
Other consumer
Pass— — — 46 — 354 — 401 
Total— — — 46 — 354 — 401 
YTD gross charge-offs(50)— — — — — — — (50)
Total recorded investment$2,367,170 $614,362 $525,985 $1,185,099 $1,391,290 $750,863 $1,103,437 $30,489 $7,968,695 
Total YTD gross charge-offs$(12,888)$(5,500)$— $— $— $— $— $(1,135)$(19,523)
Nonaccrual and Past Due Loans

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.


The following table presents, by class of loan, information related toportfolio segment the nonaccrual loans on an amortized cost basis as of September 30, 2017,March 31, 2024 and December 31, 20162023:

(dollars in thousands, except amounts in footnotes)Nonaccrual with No Allowance for Credit LossesNonaccrual with an Allowance for Credit LossesTotal Nonaccrual Loans
March 31, 2024
Commercial$1,045 $875 $1,920 
Income producing - commercial real estate67,602 — 67,602 
Owner occupied - commercial real estate19,798 — 19,798 
Real estate mortgage - residential— 1,934 1,934 
Home equity237 — 237 
Total (1)
$88,682 $2,809 $91,491 
December 31, 2023
Commercial$1,002 $1,047 $2,049 
Income producing - commercial real estate40,926 — 40,926 
Owner occupied - commercial real estate19,836 — 19,836 
Real estate mortgage - residential— 1,946 1,946 
Construction - commercial and residential— 525 525 
Home equity242 — 242 
Total (1)
$62,006 $3,518 $65,524 
(1)Gross coupon interest income of approximately $1.3 million and September 30, 2016.

(dollars in thousands) September 30, 2017  December 31, 2016  September 30, 2016 
          
Commercial $3,242  $2,490  $2,986 
Income producing - commercial real estate  880   10,539   10,098 
Owner occupied - commercial real estate  6,570   2,093   2,103 
Real estate mortgage - residential  301   555   562 
Construction - commercial and residential  4,930   2,072   6,412 
Home equity  594      113 
Other consumer  92   126    
Total nonaccrual loans (1)(2) $16,609  $17,875  $22,274 

(1)Excludes troubled debt restructurings (“TDRs”) that were performing under their restructured terms totaling $12.3 million at September 30, 2017, as compared to $7.9 million at December 31, 2016 and $2.9 million at September 30, 2016.

(2)Gross interest income of $176 thousand and $802 thousand would have been recorded for the three and nine months ended September 30, 2017, if nonaccrual loans shown above had been current and in accordance with their original terms while interest actually recorded on such loans was $31 thousand and $56 thousand for the three and nine months ended September 30, 2017. See Note 1 to the Consolidated Financial Statements for a description of the Company’s policy for placing loans on nonaccrual status.
$182 thousand would have been recorded for the three months ended March 31, 2024 and 2023, respectively, if nonaccrual loans shown above had been current and in accordance with their original terms, while no coupon interest income was actually recorded on such loans for the three months ended March 31, 2024 and 2023, respectively.

The following table presents, by class of loan,portfolio segment, an aging analysis and the recorded investments in loans past due on an amortized cost basis as of September 30, 2017March 31, 2024 and December 31, 2016.

  Loans  Loans  Loans        Total Recorded 
  30-59 Days  60-89 Days  90 Days or  Total Past  Current  Investment in 
(dollars in thousands) Past Due  Past Due  More Past Due  Due Loans  Loans  Loans 
                   
September 30, 2017                        
Commercial $401  $662  $3,242  $4,305  $1,239,879  $1,244,184 
Income producing - commercial real estate  3,160   770   880   4,810   2,894,138   2,898,948 
Owner occupied - commercial real estate  817   3,268   6,570   10,655   738,925   749,580 
Real estate mortgage – residential  1,480   2,123   301   3,904   105,556   109,460 
Construction - commercial and residential  197      4,930   5,127   966,194   971,321 
Home equity  637   100   594   1,331   100,567   101,898 
Other consumer  21   4   92   117   8,696   8,813 
          Total $6,713  $6,927  $16,609  $30,249  $6,053,955  $6,084,204 
                         
December 31, 2016                        
Commercial $1,634  $757  $2,490  $4,881  $1,195,847  $1,200,728 
Income producing - commercial real estate  511      10,539   11,050   2,498,467   2,509,517 
Owner occupied - commercial real estate  3,987   3,328   2,093   9,408   631,462   640,870 
Real estate mortgage – residential  1,015   163   555   1,733   151,015   152,748 
Construction - commercial and residential  360   1,342   2,072   3,774   1,054,795   1,058,569 
Home equity              105,096   105,096 
Other consumer  101   9   126   236   10,129   10,365 
          Total $7,608  $5,599  $17,875  $31,082  $5,646,811  $5,677,893 
                         
September 30, 2016                        
Commercial $1,173  $495  $2,986  $4,654  $1,125,388  $1,130,042 
Income producing - commercial real estate        10,098   10,098   2,541,088   2,551,186 
Owner occupied - commercial real estate     3,338   2,103   5,441   584,986   590,427 
Real estate mortgage – residential     164   562   726   153,713   154,439 
Construction - commercial and residential        6,412   6,412   936,401   942,813 
Home equity  562   620   113   1,295   105,561   106,856 
Other consumer  8   16      24   6,188   6,212 
          Total $1,743  $4,633  $22,274  $28,650  $5,453,325  $5,481,975 

Impaired Loans

Loans are considered impaired when, based on current information and events, it is probable2023:

(dollars in thousands)Loans 30-59 Days Past DueLoans 60-89 Days Past DueLoans 90 Days or More Past DueTotal Past Due LoansCurrent LoansNonaccrual LoansTotal Recorded Investment in Loans
March 31, 2024
Commercial$11,175 $— $— $11,175 $1,395,672 $1,920 $1,408,767 
PPP loans— — — — 467 — 467 
Income producing - commercial real estate11,106 — — 11,106 3,961,947 67,602 4,040,655 
Owner occupied - commercial real estate— — — — 1,165,784 19,798 1,185,582 
Real estate mortgage - residential199 — — 199 69,954 1,934 72,087 
Construction - commercial and residential8,590 — — 8,590 1,073,966 — 1,082,556 
Construction - C&I (owner occupied)— — — — 138,379 — 138,379 
Home equity— 36 — 36 52,978 237 53,251 
Other consumer— — 956 — 958 
Total$31,072 $36 $— $31,108 $7,860,103 $91,491 $7,982,702 
December 31, 2023
Commercial$985 $7,048 $— $8,033 $1,463,684 $2,049 $1,473,766 
PPP loans— — — — 528 — 528 
Income producing - commercial real estate— — — — 4,053,688 40,926 4,094,614 
Owner occupied - commercial real estate1,274 — — 1,274 1,151,129 19,836 1,172,239 
Real estate mortgage – residential2,089 — — 2,089 69,361 1,946 73,396 
Construction - commercial and residential2,056 — — 2,056 967,185 525 969,766 
Construction - C&I (owner occupied)— — — — 132,021 — 132,021 
Home equity197 — — 197 51,525 242 51,964 
Other consumer— — — — 401 — 401 
Total$6,601 $7,048 $— $13,649 $7,889,522 $65,524 $7,968,695 
Loan Modifications for Borrowers Experiencing Financial Difficulty
The Company evaluates all loan restructurings according to the Company will be unableaccounting guidance for loan modifications to collect all amounts duedetermine if the restructuring results in accordance with the original contractual termsa new loan or a continuation of the loan agreement, including scheduled principal and interest payments. Impairment is evaluatedexisting loan. Loan modifications to borrowers experiencing financial difficulties that result in total for smaller-balance loansa direct change in the timing or amount of a similar nature and on an individual loan basis for other loans. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated futurecontractual cash flows using the loan’s existinginclude situations where there is principal forgiveness, interest rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectabilityreductions, other-than-insignificant payment delays, term extensions, and combinations of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible.


The following table presents, by class of loan, informationlisted modifications. Therefore, the disclosures related to impaired loansloan restructurings are for the periods ended September 30, 2017, December 31, 2016 and September 30, 2016.

  Unpaid  Recorded  Recorded                   
  Contractual  Investment  Investment  Total     Average Recorded Investment  Interest Income Recognized 
  Principal  With No  With  Recorded  Related  Quarter  Year  Quarter  Year 
(dollars in thousands) Balance  Allowance  Allowance  Investment  Allowance  To Date  To Date  To Date  To Date 
                            
September 30, 2017                                    
Commercial $6,047  $2,363  $3,640  $6,003  $3,246  $5,977  $5,790  $31  $97 
Income producing - commercial real estate  10,092   828   9,264   10,092   1,378   10,222   11,350   121   373 
Owner occupied - commercial real estate  6,890   1,612   5,278   6,890   1,005   5,623   4,182   26   46 
Real estate mortgage – residential  301   301      301      304   368       
Construction - commercial and residential  4,930   1,534   3,396   4,930   2,900   4,808   3,736      14 
Home equity  594   494   100   594   90   446   223      2 
Other consumer  92      92   92   81   93   101       
   Total $28,946  $7,132  $21,770  $28,902  $8,700  $27,473  $25,750  $178  $532 
                                     
December 31, 2016                                    
Commercial $8,296  $2,532  $3,095  $5,627  $2,671  $12,620  $12,755  $79  $191 
Income producing - commercial real estate  14,936   5,048   9,888   14,936   1,943   16,742   17,533   54   198 
Owner occupied - commercial real estate  2,483   1,691   792   2,483   350   2,233   2,106      13 
Real estate mortgage – residential  555   555      555      246   249       
Construction - commercial and residential  2,072   1,535   537   2,072   522   5,091   5,174       
Home equity                 78   89       
Other consumer  126      126   126   113   42   32   2   4 
   Total $28,468  $11,361  $14,438  $25,799  $5,599  $37,052  $37,938  $135  $406 
                                     
September 30, 2016                                    
Commercial $15,517  $2,370  $10,078  $12,448  $1,997  $12,838  $12,879  $54  $112 
Income producing - commercial real estate  14,648      14,648   14,648   1,714   17,584   15,298   28   144 
Owner occupied - commercial real estate  2,517      2,517   2,517   360   2,108   1,923   13   13 
Real estate mortgage – residential  244   244      244      249   271       
Construction - commercial and residential  4,878   4,340   538   4,878   300   5,146   6,542       
Home equity  113      113   113   100   117   129   2   2 
Other consumer                    6       
   Total $37,917  $6,954  $27,894  $34,848  $4,471  $38,042  $37,048  $97  $271 

Modifications

A modification ofmodifications which have a loan constitutes a TDR when a borrower is experiencing financial difficulty and the modification constitutes a concession. direct impact on cash flows.

The Company offersmay offer various types of concessionsmodifications when modifyingrestructuring a loan. Commercial and industrial loans modified in a TDRloan restructuring often involve temporary interest-only payments, term extensions, and converting revolving credit lines to term loans. Additional collateral, a co-borrower, or a guarantor is often requested.
Commercial mortgage and construction loans modified in a TDRloan restructuring often involve reducing the interest rate for the remaining term of the loan, extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, or substituting or adding a new borrower or guarantor. Construction loans modified in a TDRloan restructuring may also involve extending the interest-only payment period. As of September 30, 2017, all performing TDRs were categorized as interest-only modifications.

Loans modified in a TDRloan restructuring for the Company may have the financial effect of increasing the specific allowance associated with the loan. An allowance for impaired consumer and commercial loans that have been modified in a TDRloan restructuring is measured based on the present value of expected future cash flows discounted at the loan’sloan's effective interest rate, the loan’sloan's observable market price, or the estimated fair value of the collateral, less any selling costs, if the loan is collateral dependent. Management exercises significant judgment in developing these estimates.


The following table presents by class, the recorded investment of loans modified in a TDR during the three months ended September 30, 2017 and 2016.

  For the Three Months Ended September 30, 2017 
       Income
Producing -
  Owner
Occupied -
  Construction -    
(dollars in thousands) Number of
Contracts
  Commercial  Commercial
Real Estate
  Commercial
Real Estate
  Commercial
Real Estate
  Total 
Troubled debt restructings                        
                         
Restructured accruing    $(356) $  $(23) $  $(379)
Restructured nonaccruing  2   586   (560)        26 
Total  2  $230  $(560) $(23) $  $(353)
                         
Specific allowance     $(185) $(559) $  $  $(744)
                         
Restructured and subsequently defaulted     $  $  $  $  $ 
                         
  For the Three Months Ended September 30, 2016 
         Income
Producing - 
  Owner
Occupied - 
  Construction -     
(dollars in thousands) Number of
Contracts
  Commercial  Commercial
Real Estate 
  Commercial
Real Estate 
  Commercial
Real Estate 
  Total 
Troubled debt restructings                        
                         
Restructured accruing  1  $801  $  $  $  $801 
Restructured nonaccruing                  
Total  1  $801  $  $  $  $801 
                         
Specific allowance     $363  $  $  $  $363 
                         
Restructured and subsequently defaulted     $  $  $  $  $ 


The following table presents by class, the recorded investment of loans modified in TDRs held by the Company at September 30, 2017 and September 30, 2016.

  September 30, 2017 
       Income
Producing -
  Owner
Occupied -
  Construction -    
(dollars in thousands) Number of
Contracts
  Commercial  Commercial
Real Estate
  Commercial
Real Estate
  Commercial
Real Estate
  Total 
Troubled debt restructings                        
                         
Restructured accruing  9  $2,761  $9,212  $320  $  $12,293 
Restructured nonaccruing  4   776   136         912 
Total  13  $3,537  $9,348  $320  $  $13,205 
                         
Specific allowance     $685  $1,341  $  $  $2,026 
                         
Restructured and subsequently defaulted     $237  $  $  $  $237 

  September 30, 2016 
       Income
Producing -
  Owner
Occupied -
  Construction -    
(dollars in thousands) Number of
Contracts
  Commercial  Commercial
Real Estate
  Commercial
Real Estate
  Commercial
Real Estate
  Total 
Troubled debt restructings                        
                         
Restructured accruing  7  $1,725  $742  $414  $  $2,881 
Restructured nonaccruing  2   199         4,948   5,147 
Total  9  $1,924  $742  $414  $4,948  $8,028 
                         
Specific allowance     $456  $  $  $  $456 
                         
Restructured and subsequently defaulted     $  $  $  $4,948  $4,948 

The Company had thirteen TDR’s at September 30, 2017 totaling approximately $13.2 million. Nine of these loans, totaling approximately $12.3 million, are performing under their modified terms. During the nine months of 2017, there was one default on a $237 thousand restructured loan which was charged off, as compared to the same period in 2016, which had one default on a $5.0 million restructured loan. A default is considered to have occurred once the TDR is past due 90 days or more or it has been placed on nonaccrual. There were two nonperforming TDRs totaling $588 thousand reclassified to nonperforming loans during the nine months ended September 30, 2017. There was one nonperforming TDR totaling $5.0 million reclassified to nonperforming loans during the nine months ended September 30, 2016. Commercial and consumer loans modified in a TDRloan restructuring are closely monitored for delinquency as an early indicator of possible future default. If loans modified in a TDRloan restructuring subsequently default, the Company evaluates the loan for possible further impairment.loss. The allowance may be increased, adjustments may be made in the allocation of the allowance, or partial charge-offs may be taken to further write-down the carrying value of the loan. There were two

The following tables present the amortized cost basis as of March 31, 2024 and 2023 and the financial effect of loans totaling $251 thousand modified in a TDRto borrowers experiencing financial difficulty during the three months ended September 30, 2017,March 31, 2024 and 2023:
March 31, 2024
(dollars in thousands)Term ExtensionCombination - Term Extension and Principal Payment DelayTotalPercentage of Total Loan TypeWeighted Average Term and Principal Payment Extension
Three months ended March 31, 2024:
Commercial$31,553 $— $31,553 2.2 %4 months
Income producing - commercial real estate— 50,926 50,926 1.3 %3 months
Real estate mortgage - residential— 2,478 2,478 3.4 %6 months
Total$31,553 $53,404 $84,957 
March 31, 2023
(dollars in thousands)Term ExtensionCombination - Term Extension and Principal Payment DelayTotalPercentage of Total Loan TypeWeighted Average Term and Principal Payment Extension
Three months ended March 31, 2023:
Commercial$21,744 $— $21,744 1.5 %3 months
Income producing - commercial real estate7,211 60,139 67,350 1.7 %4 months
Owner occupied - commercial real estate— 19,170 19,170 1.8 %3 months
Total$28,955 $79,309 $108,264 
The following table presents the performance of loans modified during the prior twelve months to borrowers experiencing financial difficulty:
March 31, 2024
Payment Status (Amortized Cost Basis)
(dollars in thousands)Current30-89 Days Past DueNonaccrual
Commercial$37,308 $1,467 $— 
Income producing - commercial real estate104,463 — 66,136 
Owner occupied - commercial real estate— — 19,127 
Real estate mortgage - residential2,478 — — 
Construction - commercial and residential— 6,532 — 
Total$144,249 $7,999 $85,263 
The Company monitors loan payments on performing and nonperforming loans on an on-going basis to determine if a loan is considered to have a payment default. To determine the existence of a payment default, the Company analyzes the economic conditions that exist for each borrower and their ability to generate positive cash flow during a given loan's term.
The following table presents the amortized cost basis of loans that were experiencing payment default at March 31, 2024 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty:
March 31, 2024
Amortized Cost Basis
(dollars in thousands)Term ExtensionCombination - Term Extension and Principal Payment DelayCombination - Term Extension, Principal Payment Delay and Interest Rate Reduction
Commercial$— $1,467 $— 
Income producing - commercial real estate— — 66,136 
Owner occupied - commercial real estate— 19,127 — 
Construction - commercial and residential6,532 — — 
Total$6,532 $20,594 $66,136 
The Company individually evaluates nonaccrual loans when performing its CECL estimate to calculate the ACL. Additionally, the Company utilizes historical internal and third-party service provider sourced loss data in the determination of its PD/LGD rates applied in the calculation of its CECL estimate. Upon determination that a modified loan (or a portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the ACL is adjusted by the same amount.
Note 5. Leases
The Company accounts for leases in accordance with ASC Topic 842. A lease is defined as compareda contract that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Substantially all of the leases in which the Company is the lessee comprise real estate property for branch offices, ATM locations, and corporate office space. Substantially all of our leases are classified as operating leases, and are included in operating lease right-of-use ("ROU") assets and operating lease liabilities in the Consolidated Balance Sheets.
As of March 31, 2024 and December 31, 2023, the Company had $17.7 million and $19.1 million of operating lease ROU assets, respectively, and $21.6 million and $23.2 million of operating lease liabilities, respectively, on the Company's Consolidated Balance Sheets. The Company elects not to recognize ROU assets and lease liabilities arising from short-term leases, leases with initial terms of twelve months or less, or equipment leases (deemed immaterial) on the Consolidated Balance Sheets.
The leases contain options to extend or terminate the lease, which are recognized as part of the ROU assets and lease liabilities when an economic benefit to exercise the option exists and there is a 90% probability that the Company will exercise the option. If these criteria are not met, the options are not included in ROU assets and lease liabilities.
As of March 31, 2024, the Company's leases do not contain material residual value guarantees or impose restrictions or covenants related to dividends or its ability to incur additional financial obligations. During the three months ended September 30, 2016 whichMarch 31, 2024, the Company did not enter into new leases nor renew or extend any leases. The Company had no leases expire during that period; however, one loan totaling $801 thousand modifiedlease expired in a TDR.

April 2024.

20


The following table presents lease costs and other lease information.
Three Months Ended
(dollars in thousands)March 31, 2024March 31, 2023
Lease cost  
Operating lease cost (cost resulting from lease payments)$1,601 $1,716 
Variable lease cost (cost excluded from lease payments)241 256 
Sublease income(30)(30)
Net lease cost$1,812 $1,942 
Operating lease - operating cash flows (fixed payments)$1,778 $1,859 
(dollars in thousands)March 31, 2024December 31, 2023
Right-of-use assets - operating leases$17,679 $19,129 
Operating lease liabilities$21,611 $23,238 
Weighted average lease term - operating leases4.81yrs4.93yrs
Weighted average discount rate - operating leases2.73 %2.78 %
Future minimum payments for operating leases with initial or remaining terms of more than one year as of March 31, 2024 were as follows:
(dollars in thousands)
Twelve months ended:
March 31, 2025$5,147 
March 31, 20266,078 
March 31, 20272,988 
March 31, 20282,599 
March 31, 20292,176 
Thereafter3,751 
Total future minimum lease payments22,739 
Amounts representing interest(1,128)
Present value of net future minimum lease payments$21,611 
Note 6. Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities through the use of derivative financial instruments.
21


Cash Flow Hedges of Interest Rate Swap Derivatives

Risk

The Company useshistorically utilized interest rate swap agreements to assist in its interest rate risk management. The Company’s objective in using interest rate derivatives designatedswaptions, accounted for as cash flow hedges, is to add stability toprotect itself against adverse fluctuations in interest expense and to manage its exposure to interest rate movements. To accomplish this objective,rates on a forecasted issuance of debt. During the three months ended March 31, 2024, the Company entered into forward starting interest rate swaps in April 2015 as part ofterminated its interest rate swaption contracts. The Company expects to reclassify $121 thousand out of accumulated other comprehensive loss over the succeeding twelve months as a reduction of interest expense.
Interest Rate Products
Interest rate derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate caps and swaps with commercial banking customers to facilitate their respective risk management strategy intended to mitigate the potential risk of rising interest rates on the Bank’s cost of funds. The notional amounts of the interest rate swaps designated as cash flow hedges do not represent amounts exchanged by the counterparties, but rather, the notional amount is used to determine, along with other terms of the derivative, the amounts to be exchanged between the counterparties. Thestrategies. Those interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from two counterparties in exchange forsimultaneously hedged by offsetting derivatives that the Company making fixed payments beginning in April 2016. The Company’s intent is to hedgeexecutes with a third party, such that the Company minimizes its net market risk exposure toresulting from such transactions. As the variability in potential future interest rate conditions on existing financial instruments.


As of September 30, 2017, the Company had three forward starting designated cash flow hedge interest rate swap transactions outstanding that had an aggregate notional amount of $250 millionderivatives associated with this program do not meet the Company’s variable rate deposits. The net unrealized gain before income tax on the swaps was $167 thousand at September 30, 2017 compared to a net unrealized loss before income tax of $692 thousand at December 31, 2016. The net unrealized gain at September 30, 2017 compared to the net unrealized loss at December 31, 2016 is due to the increase in current market expectation of short term interest rates for the remaining term of the designated cash flowstrict hedge interest rate swap.

For derivatives designated as cash flow hedges, the effective portion ofaccounting requirements, changes in the fair value of both the derivative is initially reported in other comprehensive income (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings,customer derivatives and the ineffective portionoffsetting derivatives are recognized directly in earnings.

The Company entered into credit risk participation agreements ("RPAs") with institutional counterparties, under which the Company assumes its pro-rata share of changesthe credit exposure associated with a borrower's performance related to interest rate derivative contracts in theexchange for a fee. The fair value of RPAs is calculated by determining the derivative is recognized directly in earnings. total expected asset or liability exposure of the derivatives to the borrowers and applying the borrowers' credit spread to that exposure. Total expected exposure incorporates both the current and potential future exposure of the derivatives, derived from using observable inputs, such as yield curves and volatilities.
Credit-Risk-Related Contingent Features
The Company assesses the effectivenesshas agreements with each of each hedging relationship by comparing the changes in cash flows of theits derivative hedging instrument with the changes in cash flows of the designated hedged transactions. The Company recognized an immaterial amount in earnings due to hedge ineffectiveness during both the nine month periods ended September 30, 2017 and September 30, 2016.

Amounts reported in accumulated other comprehensive income related to designated cash flow hedge derivatives will be reclassified to interest income/expense as interest payments are made/received on the Company’s variable-rate assets/liabilities. During the quarter ended September 30, 2017,counterparties that contain a provision where if the Company reclassified $307 thousand related to designated cash flow hedge derivatives from accumulated other comprehensive income to interest expense. During the next twelve months,defaults on any of its indebtedness, then the Company estimates (basedcould also be declared in default on existing interest rates) that $657 thousand will be reclassified as an increase in interest expense.

its derivative obligations.

The Company is exposed to credit risk in the event of nonperformance by the interest rate swapderivative counterparty. The Company minimizes this risk by entering into derivative contracts with only large, stable financial institutions, and the Company has not experienced, and does not expect, any losses from counterparty nonperformance on the interest rate swaps.derivatives. The Company monitors counterparty risk in accordance with the provisions of ASC Topic 815,"Derivatives and Hedging." In addition, the interest rate swapderivative agreements contain language outlining collateral-pledging requirements for each counterparty. Collateral must be posted when the market value exceeds certain threshold limits.

The designated cash flow hedge interest rate swapderivative agreements detail: 1) that collateral be posted when the market value exceeds certain threshold limits associated with the secured party’sparty's exposure; 2) if the Company defaults on any of its indebtedness (including default where repayment of the indebtedness has not been accelerated by the lender), then the Company could also be declared in default on its derivative obligations; 3) if the Company fails to maintain its status as a well/adequately capitalizedwell-capitalized institution then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.

As of September 30, 2017,

22


The table below identifies the aggregatebalance sheet category and fair value of all designated cash flow hedgethe Company's derivative contracts with credit risk contingent features (i.e., those containing collateral posting or termination provisions based on our capital status) were in a net asset position of $167 thousand (none of these contracts were in a net liability positioninstruments as of September 30, 2017). As of September 30, 2017, theMarch 31, 2024 and December 31, 2023. The Company has a minimum collateral posting thresholdsthreshold with certain of its derivative counterparties and has posted collateral of $890 thousand against its obligations under these agreements.counterparty. If the Company had breached any provisions under the agreementsagreement at September 30, 2017,March 31, 2024, it could have been required to settle its obligations under the agreementsagreement at the termination value.


March 31, 2024December 31, 2023
(dollars in thousands)Notional
Amount
Fair ValueBalance Sheet
Category
Notional
Amount
Fair ValueBalance Sheet
Category
Derivatives in an asset position:
Derivatives designated as hedging instruments:
Interest rate product$— $— Other assets$300,000 $374 Other assets
Derivatives not designated as hedging instruments:
Interest rate product680,245 34,147 Other assets651,429 30,288 Other assets
Credit risk participation agreements49,480 — Other liabilities49,480 Other liabilities
Total729,725 34,147 700,909 30,291 
Total derivatives in an asset position:$729,725 $34,147 $1,000,909 $30,665 
Derivatives in a liability position:
Derivatives not designated as hedging instruments:
Interest rate product$680,245 $33,646 Other liabilities$651,429 $30,555 Other liabilities

The table below identifies the balance sheet category and fair values of the Company’s designated cash flow hedge derivative instruments as of September 30, 2017 and December 31, 2016.

  Swap  Notional     Balance Sheet        
September 30, 2017 Number  Amount  Fair Value  Category Receive Rate Pay Rate  Maturity 
                    
(dollars in thousands)                       
Interest rate swap  (1) $75,000  $116  Other Assets 1 month USD-LIBOR-BBA w/ -1 day lookback +10 basis points  1.71% March 31, 2020 
Interest rate swap  (2)  100,000   (24) Other Liabilities Federal Funds Effective Rate +10 basis points  1.74% April 15, 2021 
Interest rate swap  (3)  75,000   75  Other Assets 1 month USD-LIBOR-BBA w/ -1 day lookback +10 basis points  1.92% March 31, 2022 
    Total  $250,000  $167            

  Swap  Notional     Balance Sheet        
December 31, 2016 Number  Amount  Fair Value  Category Receive Rate Pay Rate  Maturity 
                    
(dollars in thousands)                       
Interest rate swap  (1) $75,000  $(197) Other Liabilities 1 month USD-LIBOR-BBA w/ -1 day lookback +10 basis points  1.71% March 31, 2020 
Interest rate swap  (2)  100,000   (514) Other Liabilities Federal Funds Effective Rate +10 basis points  1.74% April 15, 2021 
Interest rate swap  (3)  75,000   19  Other Assets 1 month USD-LIBOR-BBA w/ -1 day lookback +10 basis points  1.92% March 31, 2022 
    Total  $250,000  $(692)           

The table below presents the pre-tax net gains (losses)effect of the Company’s cash flow hedges for the nine months ended September 30, 2017 and for the year ended December 31, 2016.

     Nine Months Ended September 30, 2017 
     Effective Portion  Ineffective Portion 
        Reclassified from AOCI  Recognized in Income 
     Amount of  into income  on Derivatives 
  Swap  Pre-tax gain (loss)    Amount of    Amount of 
  Number  Recognized in OCI  Category Gain (Loss)  Category Gain (Loss) 
                 
(dollars in thousands)                    
Interest rate swap  (1) $116   Interest Expense $(338)  Other Expense $ 
Interest rate swap  (2)  (24)  Interest Expense  (525)  Other Expense   
Interest rate swap  (3)  75   Interest Expense  (458)  Other Expense  (1)
    Total  $167    $(1,321)   $(1)

     Year Ended December 31, 2016 
     Effective Portion  Ineffective Portion 
        Reclassified from AOCI  Recognized in Income 
     Amount of  into income  on Derivatives
  Swap  Pre-tax gain (loss)    Amount of    Amount of 
  Number  Recognized in OCI  Category Gain (Loss)  Category Gain (Loss) 
                 
(dollars in thousands)                    
Interest rate swap  (1) $(197)  Interest Expense $(628)  Other Expense $ 
Interest rate swap  (2)  (514)  Interest Expense  (880)  Other Expense   
Interest rate swap  (3)  19   Interest Expense  (747)  Other Expense  1 
    Total  $(692)   $(2,255)   $1 

Balance Sheet Offsetting: Our designated cash flow hedge interest rate swap derivatives are eligible for offset inCompany's derivative financial instruments on the Consolidated Balance Sheets and are subject to master netting arrangements. Our derivative transactions with counterparties are generally executed under International Swaps and Derivative Association (“ISDA”) master agreements which include “rightStatements of set-off” provisions. In such cases there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. The Company generally offsets such financial instrumentsOperations for financial reporting purposes.

Nine Months Ended September 30, 2017
Offsetting of Derivative Liabilities(dollars in thousands)            
              Gross Amounts Not Offset in the Balance Sheet
  Gross Amounts of Recognized Liabilities  Gross Amounts Offset in the Balance Sheet  Net Amounts of Liabilities presented in the Balance Sheet  Financial Instruments  Cash Collateral Posted  Net Amount 
Counterparty 1 $24  $(75) $(51) $  $(560) $(611)
Counterparty 2  (116)     (116)     (330)  (446)
  $(92) $(75) $(167) $  $(890) $(1,057)

Year Ended December 31, 2016
Offsetting of Derivative Liabilities(dollars in thousands)            
              Gross Amounts Not Offset in the Balance Sheet
  Gross Amounts of Recognized Liabilities  Gross Amounts Offset in the Balance Sheet  Net Amounts of Liabilities presented in the Balance Sheet  Financial Instruments  Cash Collateral Posted  Net Amount 
Counterparty 1 $514  $(19) $495  $  $(380) $115 
Counterparty 2  197      197      (170)  27 
  $711  $(19) $692  $  $(550) $142 

Note 7. Other Real Estate Owned

The activity within Other Real Estate Owned (“OREO”) for the three and nine months ended September 30, 2017 and 2016 is presented in the table below. There were no residential real estate loans in the process of foreclosure as of September 30, 2017. For the three and nine months ended September 30, 2017, proceeds on sale of OREO were $1.2 million and $2.1 million. For the three months ended September 30, 2017, there were two OREO properties with a total carrying value of $1.1 million were sold for a net gain of $60 thousand. For the nine months ended September 30, 2017, there were a total of three OREO properties sold for a net loss of $301 thousand.

  Three Months Ended September 30,  Nine Months Ended September 30, 
(dollars in thousands) 2017  2016  2017  2016 
             
Balance beginning of period $1,394  $3,152  $2,694  $5,852 
Real estate acquired from borrowers  1,145   2,500   1,145   2,500 
Valuation allowance           (200)
Properties sold  (1,145)  (458)  (2,445)  (2,958)
Balance end of period $1,394  $5,194  $1,394  $5,194 
March 31, 2024 and 2023:

The Effect of Derivatives Not Designated as Hedging Instruments on the Consolidated Statements of Operations
Amount of Gain (Loss) Recognized in Income on Derivatives
Location of Gain (Loss) Recognized in Income on DerivativesThree Months Ended March 31,
(dollars in thousands)20242023
Interest rate productsOther income / (other expense)$239 $(350)
Mortgage banking derivativesGain on sale of loans— (64)
Total$239 $(414)

23


Note 8. Long-Term Borrowings

7. Deposits

The following table presentsprovides information relatedregarding the Bank’s deposit composition at March 31, 2024 and December 31, 2023:
(dollars in thousands)March 31, 2024December 31, 2023
Noninterest-bearing demand$1,835,524 $2,279,081 
Interest-bearing transaction1,207,566 997,448 
Savings and money market3,235,391 3,314,043 
Time deposits2,222,958 2,217,467 
Total$8,501,439 $8,808,039 
The remaining maturity of time deposits at March 31, 2024 and December 31, 2023 were as follows:
(dollars in thousands)March 31, 2024December 31, 2023
2024$1,294,087 1,445,395 
2025716,191 576,379 
2026195,505 180,384 
20275,779 5,482 
202810,162 9,827 
20291,234 — 
Total$2,222,958 $2,217,467 
As of March 31, 2024 and December 31, 2023, time deposit accounts in excess of $250 thousand were as follows:
(dollars in thousands)March 31, 2024December 31, 2023
Three months or less$321,017 $119,880 
More than three months through six months341,418 318,353 
More than six months through twelve months253,492 368,103 
Over twelve months696,857 726,758 
Total$1,612,784 $1,533,094 
At March 31, 2024, total brokered deposits were $4.2 billion, or 49.1% of total deposits, of which $1.7 billion were attributable to the Company’s long-term borrowings asCertificates of September 30, 2017,Deposit Account Registry Service ("CDARS") and Insured Cash Sweep ("ICS") two-way accounts. At December 31, 20162023, total brokered deposits (excluding the CDARS and September 30, 2016.

(dollars in thousands) September 30, 2017  December 31, 2016  September 30, 2016 
          
Subordinated Notes, 5.75% $70,000  $70,000  $70,000 
Subordinated Notes, 5.0%  150,000   150,000   150,000 
Less: debt issuance costs  (3,193)  (3,486)  (3,581)
Long-term borrowings $216,807  $216,514  $216,419 

ICS two-way) were $2.5 billion, or 28.8% of total deposits.

24


Note 8. Borrowings
The following table summarizes the Company’s borrowings, which include repurchase agreements with the Company’s customers and borrowings, at March 31, 2024 and December 31, 2023:
(dollars in thousands)Borrowings - PrincipalUnamortized Deferred Issuance CostsNet Borrowings Outstanding
Available Capacity (1)
Maturity Dates
Interest Rates (2)
March 31, 2024:
Customer repurchase agreements$37,059 $— $37,059 $— N/A3.48 %
Secured borrowings:
FHLB600,000 — 600,000 1,302,153 September 25, 20245.53 %
FRB:
BTFP1,000,000 — 1,000,000 — January 15, 20254.76 %
Discount window— — — 568,602 N/AN/A
Raymond James repurchase agreement— — — 17,780 N/AN/A
Subordinated notes, 5.75%70,000 (52)69,948 — September 1, 20245.75 %
Total borrowings$1,707,059 $(52)$1,707,007 $1,888,535 
December 31, 2023:
Customer repurchase agreements$30,587 $— $30,587 $— N/A3.42%
Secured borrowings:
FHLB— — — 1,271,846 N/AN/A
FRB:
BTFP1,300,000 — 1,300,000 598,870 March 22, 20244.53%
Discount window— — — 601,504 N/AN/A
Raymond James repurchase agreement— — — 17,993 N/AN/A
Subordinated notes, 5.75%70,000 (82)69,918 — September 1, 20245.75%
Total borrowings$1,400,587 $(82)$1,400,505 $2,490,213 
(1)Available capacity on the Company's borrowing arrangements with the FHLB, the FRB and the Raymond James repurchase line comprise pledged collateral that has not been borrowed against. At March 31, 2024, the Company had total additional undrawn borrowing capacity of approximately $2.2 billion, comprising unencumbered securities available to be pledged of approximately $297.5 million and undrawn financing on pledged assets of $1.9 billion.
(2)Represent the weighted average interest rate on customer repurchase agreements and the borrowings outstanding and the coupon interest rate on the subordinated notes, which approximates the effective interest rate.
The Company’s repurchase agreements operate on a rolling basis and do not contain contractual maturity dates. The contractual maturity dates on FHLB secured borrowings represent the maturity dates of current advances and are not evidence of a termination date on the line.
There are no prepayment penalties nor unused commitment fees on any of the Company’s borrowing arrangements.
Bank Term Funding Program ("BTFP")
On March 12, 2023, the FRB, Department of Treasury and the Federal Deposit Insurance Corporation ("FDIC") issued a joint statement outlining actions they had taken to protect the U.S. economy by strengthening public confidence in the banking system as a result of and in response to recently announced bank closures. Among other actions, the Federal Reserve Board announced that it would make available additional funding to eligible depository institutions through the creation of a new BTFP. The BTFP provides eligible depository institutions, including the Company's subsidiary bank, the Bank, an additional source of liquidity.
25


Borrowings are funded based on a percentage of the principal of eligible collateral posted, as defined within the terms of the program. Interest is payable at a fixed rate over the term of the borrowing and there are no prepayment penalties. The Federal Reserve announced in January 2024 that the BTFP would stop originating new loans on March 11, 2024, as scheduled. The Federal Reserve also modified the terms of the program so that the interest rate for new loans would be no lower than the interest rate on reserve balances in effect on the day the loan is made. In January 2024, the Company borrowed an additional $500.0 million through the BTFP and refinanced $500.0 million under the program, both at an interest rate of 4.76% that mature in January 2025.
Subordinated Notes
On August 5, 2014, the Company completed the sale of $70.0 million of its 5.75% subordinated notes, due September 1, 2024 (the “Notes”"2024 Notes"). The 2024 Notes were offered to the public at par and qualify as Tier 2 capital for regulatory purposes to the fullest extent permitted under the Basel III Rule capital requirements.requirements, and were fully phased out of regulatory capital as of December 31, 2023 as they approached maturity. The net proceeds were approximately $68.8 million which includesincluded $1.2 million in deferred financing costs, which are being amortized over the life of the 2024 Notes.

On July 26, 2016, the Company completed the sale of $150.0 million of its 5.00% Fixed-to-Floating Rate Subordinated Notes, due August 1, 2026 (the “2026 Notes”). The 2026 Notes were offered to the public at par and qualify as Tier 2 capital for regulatory purposes to the fullest extent permitted under the Basel III Rule capital requirements. The net proceeds were approximately $147.35 million, which includes $2.6 million in deferred financing costs which are being amortized over the life of the 2026 Notes.

Note 9. Net Income (Loss) per Common Share

The calculation of net income per common share for the three and nine months ended September 30, 2017March 31, 2024 and 20162023 was as follows.

  Three Months Ended September 30,  Nine Months Ended September 30, 
(dollars and shares in thousands, except per share data) 2017  2016  2017  2016 
Basic:            
Net income $29,874  $24,523  $84,663  $71,990 
Average common shares outstanding  34,174   33,590   34,124   33,566 
Basic net income per common  share $0.87  $0.73  $2.48  $2.14 
                 
Diluted:                
Net income $29,874  $24,523  $84,663  $71,990 
Average common shares outstanding  34,174   33,590   34,124   33,566 
Adjustment for common share equivalents  164   597   192   596 
Average common shares outstanding-diluted  34,338   34,187   34,316   34,162 
Diluted net income per common share $0.87  $0.72  $2.47  $2.11 
                 
Anti-dilutive shares     8      8 

Note 10. Stock-Based Compensation

The Company maintains the 2016 Stock Plan (“2016 Plan”), the 2006 Stock Plan (“2006 Plan”) and the 2011 Employee Stock Purchase Plan (“2011 ESPP”).

In connection with the acquisition of Virginia Heritage, the Company assumed the Virginia Heritage 2006 Stock Option Plan and the 2010 Long Term Incentive Plan (the “Virginia Heritage Plans”).

No additional options may be granted under the 2006 Plan or the Virginia Heritage Plans.

follows:

Three Months Ended March 31,
(dollars and shares in thousands, except per share data)20242023
Basic:
Net (loss) income$(338)$24,234 
Average common shares outstanding30,068 31,109 
Basic net (loss) income per common share$(0.01)$0.78 
Diluted:
Net (loss) income$(338)$24,234 
Average common shares outstanding30,068 31,109 
Adjustment for common share equivalents— 71 
Average common shares outstanding-diluted30,068 31,180 
Diluted net (loss) income per common share$(0.01)$0.78 
Anti-dilutive shares58 

The Company adopted the 2016 Plan upon approval

Basic net (loss) income per share is computed by dividing income available to common stockholders by the shareholders atweighted-average number of common shares outstanding for the 2016 Annual Meeting held on May 12, 2016. The 2016 Plan provides directors and selected employees ofperiod. Diluted net (loss) income per share reflects the Bank,potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the Company and their affiliates with the opportunity to acquire shares of stock, through awards of options, time vested restricted stock, performance-based restricted stock and stock appreciation rights. Under the 2016 Plan, 1,000,000 sharesissuance of common stock were initially reserved for issuance.

For awards that are service based, compensation expense is being recognized overthen shared in the service (vesting) period based on fair value, which for stock option grants is computed using the Black-Scholes model. For restricted stock awards granted under the 2006 plan, fair value is based on the averagenet income (loss) of the high and low stock priceCompany. The computation of the Company’s sharesdiluted per share does not assume conversion or exercise of securities that would have an anti-dilutive effect on the date of grant. For restricted stock awards granted under the 2016 plan, fair value is based on the Company’s closing price on the date of grant. For awards that are performance-based, compensation expense is recorded based on the probability of achievement of the goals underlying the grant.

In February 2017,net income (loss) per share.

Securities issued by the Company awarded 91,097 shares of time vestedthat could potentially dilute net income (loss) per share in future periods include stock options and restricted stock to senior officers, directors, and certain employees. The shares vest in three substantially equal installments beginning on the first anniversary of the date of grant.

In February 2017,stock.To calculate diluted net income (loss) per share, the Company awarded senior officers a targetedutilizes the Treasury Stock method which results in only an incremental number of 36,523 performance vested restricted stock units (PRSUs). The vesting of PRSUs is 100% after three years with payouts based on threshold, target or maximum average performance targets over the three year period relativeshares added to a peer index. There are three performance metrics: 1) average annual earnings per share growth; 2) average annual total shareholder return; and 3) average annual return on average assets. Each metric is measured against companies in the KBW Regional Banking Index.

The Company has unvested restricted stock awards and PRSU grants of 227,324 shares at September 30, 2017. Unrecognized stock based compensation expense related to restricted stock awards totaled $9.3 million at September 30, 2017. At such date, the weighted-average period over which this unrecognized expense was expected to be recognized was 2.13 years. The following tables summarize the unvested restricted stock awards at September 30, 2017 and 2016.

  Nine Months Ended September 30, 
  2017  2016 
Perfomance Awards Shares  Weighted-Average Grant Date Fair Value  Shares  Weighted-Average Grant Date Fair Value 
             
Unvested at beginning  33,226  $42.60     $ 
Issued  36,523   57.49   34,957   42.60 
Forfeited  (3,097)  42.60   (1,731)  42.60 
Vested  (4,314)  54.92       
Unvested at end  62,338  $50.45   33,226  $42.60 

  Nine Months Ended September 30, 
  2017  2016 
Time Vested Awards Shares  Weighted-Average Grant Date Fair Value  Shares  Weighted-Average Grant Date Fair Value 
             
Unvested at beginning  262,966  $33.60   369,093  $24.43 
Issued  91,097   62.70   104,775   46.39 
Forfeited  (1,477)  47.69   (7,815)  40.17 
Vested  (187,600)  30.07   (195,738)  22.53 
Unvested at end  164,986  $53.56   270,315  $33.87 

Below is a summary of stock option activity for the nine months ended September 30, 2017 and 2016. The information excludes restricted stock units and awards.

  Nine Months Ended September 30, 
  2017  2016 
  Shares  Weighted-Average Exercise Price  Shares  Weighted-Average Exercise Price 
             
Beginning balance  216,859  $8.80   298,740  $9.97 
Issued        3,000   49.49 
Exercised  (64,420)  7.46   (24,458)  13.10 
Forfeited        (1,100)  15.48 
Expired        (6,637)  12.87 
Ending balance  152,439  $9.36   269,545  $10.03 

The following summarizes information about stock options outstanding at September 30, 2017. The information excludes restricted stock units and awards.

            Weighted-Average 
Outstanding:  Stock Options  Weighted-Average  Remaining 
Range of Exercise Prices  Outstanding  Exercise Price  Contractual Life 
$5.76  $10.72   101,075  $5.76   1.26 
$10.73  $11.40   41,389   10.84   0.77 
$11.41  $24.86   3,225   22.79   6.02 
$24.87  $49.91   6,750   47.83   8.37 
       152,439  $9.36   1.54 

Exercisable:  Stock Options  Weighted-Average 
Range of Exercise Prices  Exercisable  Exercise Price 
$5.76  $10.72   66,377  $5.76 
$10.73  $11.40   41,389   10.84 
$11.41  $24.86   2,065   23.18 
$24.87  $49.91   750   49.49 
       110,581  $8.28 

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model with the assumptions as shown in the table below used for grants during the years ended December 31, 2016 and 2015. There were no grants of stock options during the nine months ended September 30, 2017.

  Nine Months Ended  Years Ended December 31, 
  September 30, 2017  2016  2015 
Expected volatility  n/a   24.23%  31.21%
Weighted-Average volatility  n/a   24.23%  31.21%
Expected dividends         
Expected term (in years)  n/a   7.0   7.0 
Risk-free rate  n/a   1.37%  1.64%
Weighted-average fair value (grant date)  n/a  $14.27  $16.73 
period.

26

The total intrinsic value of outstanding stock options was $8.8 million at September 30, 2017. The total intrinsic value of stock options exercised during the nine months ended September 30, 2017 and 2016 was $3.5 million and $855 thousand, respectively. The total fair value of stock options vested was $50 thousand and $45 thousand for the nine months ended September 30, 2017 and 2016, respectively. Unrecognized stock-based compensation expense related to stock options totaled $90 thousand at September 30, 2017. At such date, the weighted-average period over which this unrecognized expense was expected to be recognized was 2.09 years.

Approved by shareholders in May 2011, the 2011 ESPP reserved 550,000 shares of common stock (as adjusted for stock dividends) for issuance to employees. Whole shares are sold to participants in the plan at 85% of the lower of the stock price at the beginning or end of each quarterly offering period. The 2011 ESPP is available to all eligible employees who have completed at least one year of continuous employment, work at least 20 hours per week and at least five months a year. Participants may contribute a minimum of $10 per pay period to a maximum of $6,250 per offering period or $25,000 annually (not to exceed more than 10% of compensation per pay period). At September 30, 2017, the 2011 ESPP had 406,081 shares remaining for issuance.

Included in salaries and employee benefits in the accompanying Consolidated Statements of Operations, the Company recognized $4.2 million and $5.2 million in stock-based compensation expense for the nine months ended September 30, 2017 and 2016, respectively. Stock-based compensation expense is recognized ratably over the requisite service period for all awards.




Note 11.10. Other Comprehensive (Loss) Income

The following table presents the components of other comprehensive (loss) income (loss) for the three and nine months ended September 30, 2017March 31, 2024 and 2016.

(dollars in thousands) Before Tax  Tax Effect  Net of Tax 
          
Three Months Ended September 30, 2017            
Net unrealized gain on securities available-for-sale $25  $10  $15 
Less: Reclassification adjustment for net gains included in net income  (11)  (4)  (7)
Total unrealized gain  14   6   8 
             
Net unrealized gain on derivatives  557   210   347 
Less: Reclassification adjustment for gain included in net income  (289)  (106)  (183)
Total unrealized gain  268   104   164 
             
Other Comprehensive Income $282  $110  $172 
             
Three Months Ended September 30, 2016            
Net unrealized loss on securities available-for-sale $(1,512) $(605) $(907)
Less: Reclassification adjustment for net gains included in net income  1     1
Total unrealized loss  (1,511)  (605)  (906)
             
Net unrealized gain on derivatives  2,927   1,171   1,756 
Less: Reclassification adjustment for losses included in net income  (777)  (311)  (466)
Total unrealized gain  2,150   860   1,290 
             
Other Comprehensive Income $639  $255  $384 
             
Nine Months Ended September 30, 2017            
Net unrealized gain on securities available-for-sale $2,080  $837  $1,243 
Less: Reclassification adjustment for net gains included in net income  (542)  (202)  (340)
Total unrealized gain  1,538   635   903 
             
Net unrealized gain on derivatives  2,186   836   1,350 
Less: Reclassification adjustment for gain included in net income  (1,308)  (487)  (821)
Total unrealized gain  878   349   529 
             
Other Comprehensive Income $2,416  $984  $1,432 
             
Nine Months Ended September 30, 2016            
Net unrealized gain on securities available-for-sale $6,850  $2,740  $4,110 
Less: Reclassification adjustment for net gains included in net income  (1,123)  (449)  (674)
Total unrealized gain  5,727   2,291   3,436 
             
Net unrealized loss on derivatives  (9,132)  (3,654)  (5,478)
Less: Reclassification adjustment for losses included in net income  (1,519)  (608)  (911)
Total unrealized loss  (7,613)  (3,046)  (4,567)
             
Other Comprehensive Loss $(1,886) $(755) $(1,131)
2023.

(dollars in thousands)Before TaxTax EffectNet of Tax
Three Months Ended March 31, 2024
Net unrealized (loss) gain on securities available-for-sale$(6,693)$1,626 $(5,067)
Less: Reclassification adjustment for net loss included in net income(4)(3)
Total unrealized (loss) gain on investment securities available-for-sale(6,697)1,627 (5,070)
Amortization of unrealized loss on securities transferred to held-to-maturity1,731 (346)1,385 
Net unrealized gain on derivatives363 (89)274 
Other comprehensive (loss) income$(4,603)$1,192 $(3,411)
Three Months Ended March 31, 2023
Net unrealized gain (loss) on securities available-for-sale$24,039 $(6,103)$17,936 
Less: Reclassification adjustment for net loss included in net income21 (5)16 
Total unrealized gain (loss) on investment securities available-for-sale24,060 (6,108)17,952 
Amortization of unrealized loss on securities transferred to held-to-maturity1,983 (1,342)641 
Other comprehensive income (loss)$26,043 $(7,450)$18,593 

The following table presents the changes in each component of accumulated other comprehensive income (loss) income,, net of tax, for the three and nine months ended September 30, 2017March 31, 2024 and 2016.

  Securities     Accumulated Other 
(dollars in thousands) Available For Sale  Derivatives  Comprehensive (Loss) Income 
          
Three Months Ended September 30, 2017            
Balance at Beginning of Period $(1,060) $(61) $(1,121)
Other comprehensive income before reclassifications  15   347   362 
Amounts reclassified from accumulated other comprehensive loss  (7)  (183)  (190)
Net other comprehensive income during period  8   164   172 
Balance at End of Period $(1,052) $103  $(949)
             
Three Months Ended September 30, 2016            
Balance at Beginning of Period $5,383  $(6,707) $(1,324)
Other comprehensive (loss) income before reclassifications  (907)  1,756   849 
Amounts reclassified from accumulated other comprehensive (loss) income  1  (466)  (465)
Net other comprehensive (loss) income during period  (906)  1,290   384 
Balance at End of Period $4,477  $(5,417) $(940)
             
Nine Months Ended September 30, 2017            
Balance at Beginning of Period $(1,955) $(426) $(2,381)
Other comprehensive income before reclassifications  1,243   1,350   2,593 
Amounts reclassified from accumulated other comprehensive loss  (340)  (821)  (1,161)
Net other comprehensive income during period  903   529   1,432 
Balance at End of Period $(1,052) $103  $(949)
             
Nine Months Ended September 30, 2016            
Balance at Beginning of Period $1,041  $(850) $191 
Other comprehensive income (loss) before reclassifications  4,110   (5,478)  (1,368)
Amounts reclassified from accumulated other comprehensive (loss) income  (674)  911   237 
Net other comprehensive income (loss) during period  3,436   (4,567)  (1,131)
Balance at End of Period $4,477  $(5,417) $(940)
2023.

(dollars in thousands)Securities Available-For-SaleSecurities Held-to-MaturityDerivativesAccumulated Other Comprehensive Income (Loss)
Three Months Ended March 31, 2024
Balance at beginning of period$(122,246)$(39,929)$(182)$(162,357)
Other comprehensive (loss) income before reclassifications(5,067)— 274 (4,793)
Amounts reclassified from accumulated other comprehensive income(3)— — (3)
Amortization of unrealized loss on securities transferred to held-to-maturity— 1,385 — 1,385 
Net other comprehensive (loss) income during period(5,070)1,385 274 (3,411)
Balance at end of period$(127,316)$(38,544)$92 $(165,768)
Three Months Ended March 31, 2023
Balance at beginning of period$(154,773)$(44,734)$— $(199,507)
Other comprehensive income before reclassifications17,936 — — 17,936 
Amounts reclassified from accumulated other comprehensive income16 — — 16 
Amortization of unrealized loss on securities transferred to held-to-maturity— 641 — 641 
Net other comprehensive income during period17,952 641 — 18,593 
Balance at end of period$(136,821)$(44,093)$— $(180,914)

27


The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) income for the three and nine months ended September 30, 2017March 31, 2024 and 2016.

Details about Accumulated Other Amount Reclassified from  Affected Line Item in
Comprehensive Income Components Accumulated Other  the Statement Where
(dollars in thousands) Comprehensive (Loss) Income  Net Income is Presented
  Three Months Ended September 30,   
  2017  2016   
Realized gain on sale of investment securities $(11) $(1) Gain on sale of investment securities
Interest expense derivative deposits  (289)  (470) Interest expense on deposits
Interest expense derivative borrowings     (306) Interest expense on short-term borrowings
Income tax expense  110   311  Tax expense
Total Reclassifications for the Period $(190) $(466) Net Income
           
Details about Accumulated Other Amount Reclassified from  Affected Line Item in
Comprehensive Income Components Accumulated Other  the Statement Where
(dollars in thousands) Comprehensive (Loss) Income  Net Income is Presented
  Nine Months Ended September 30,   
   2017   2016   
Realized gain on sale of investment securities $(542) $(1,123) Gain on sale of investment securities
Interest expense derivative deposits  (1,308)  (952) Interest expense on deposits
Interest expense derivative borrowings     (567) Interest expense on short-term borrowings
Income tax expense  689   2,405  Tax expense
Total Reclassifications for the Period $(1,161) $(237) Net Income
2023.
Details about Accumulated Other Comprehensive Income (Loss) ComponentsAmount Reclassified from Accumulated Other Comprehensive Income (Loss)
Three Months Ended March 31,Affected Line Item in Consolidated Statements of Operations
(dollars in thousands)20242023
Realized gain (loss) on sale of investment securities$$(21)Net gain (loss) on sale of investment securities
Income tax benefit (expense)(1)Income tax expense
Total reclassifications for the periods$$(16)

Note 12.11. Fair Value Measurements

The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. ASC Topic 820,"Fair Value Measurements and Disclosures," establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1Quoted prices in active exchange markets for identical assets or liabilities; also includes certain U.S. Treasury and other U.S. Government and agency securities actively traded in over-the-counter markets.

Level 2Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data; also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data. This category generally includes certain U.S. Government and agency securities, corporate debt securities, derivative instruments, and residential mortgage loans held for sale.

Level 3Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for single dealer nonbinding quotes not corroborated by observable market data. This category generally includes certain private equity investments, retained interests from securitizations, and certain collateralized debt obligations.

Level 1    Quoted prices in active exchange markets for identical assets or liabilities; also includes certain U.S. treasury and other U.S. Government and agency securities actively traded in over-the-counter markets.

Level 2    Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data; also includes derivative contracts whose value is determined using a pricing model with observable market inputs or inputs that can be derived principally from or corroborated by observable market data. This category generally includes certain U.S. Government and agency securities, corporate debt securities, derivative instruments, and residential mortgage loans held for sale.
Level 3    Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for single dealer nonbinding quotes not corroborated by observable market data. This category generally includes certain private equity investments, retained interests from securitizations, and certain collateralized debt obligations.
28


Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The tabletables below presentspresent the recorded amount of assets and liabilities measured at fair value on a recurring basis as of September 30, 2017March 31, 2024 and December 31, 2016.

(dollars in thousands) Quoted Prices
(Level 1)
  Significant Other
Observable Inputs
(Level 2)
  Significant Other
Unobservable
Inputs (Level 3)
  Total
(Fair Value)
 
September 30, 2017                
Assets:                
Investment securities available for sale:                
U. S. agency securities $  $177,918  $  $177,918 
Residential mortgage backed securities     301,526      301,526 
Municipal bonds     63,147      63,147 
Corporate bonds     11,717   1,500   13,217 
Other equity investments        218   218 
Loans held for sale     25,980      25,980 
Mortgage banking derivatives        63   63 
Interest rate swap derivatives     191      191 
Total assets measured at fair value on a recurring basis as of September 30, 2017 $  $580,479  $1,781  $582,260 
                 
Liabilities:                
Mortgage banking derivatives $  $  $36  $36 
Interest rate swap derivatives     24      24 
Total liabilities measured at fair value on a recurring basis as of September 30, 2017 $  $24  $36  $60 
                 
December 31, 2016                
Assets:                
Investment securities available for sale:                
U. S. agency securities $  $106,142  $  $106,142 
Residential mortgage backed securities     326,239      326,239 
Municipal bonds     95,930      95,930 
Corporate bonds     8,079   1,500   9,579 
Other equity investments        218   218 
Loans held for sale     51,629      51,629 
Mortgage banking derivatives        114   114 
Total assets measured at fair value on a recurring basis as of December 31, 2016 $  $588,019  $1,832  $589,851 
Liabilities:                
Mortgage banking derivatives $  $  $55  $55 
Interest rate swap derivatives     692      692 
Total liabilities measured at fair value on a recurring basis as of December 31, 2016 $  $692  $55  $747 

2023.

(dollars in thousands)Quoted Prices
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Other Unobservable Inputs
(Level 3)
Total Fair Value
March 31, 2024
Assets:
Investment securities available-for-sale:
U.S treasury bonds$— $48,233 $— $48,233 
U. S. agency securities— 639,326 — 639,326 
Residential mortgage-backed securities— 698,550 — 698,550 
Commercial mortgage-backed securities— 48,938 — 48,938 
Municipal bonds— 8,306 — 8,306 
Corporate bonds— 1,681 — 1,681 
Interest rate product— 34,147 — 34,147 
Total assets measured at fair value on a recurring basis$— $1,479,181 $— $1,479,181 
Liabilities:
Interest rate product$— $33,646 $— $33,646 
Total liabilities measured at fair value on a recurring basis$— $33,646 $— $33,646 
December 31, 2023
Assets:
Investment securities available-for-sale:
U.S. treasury bonds$— $47,901 $— $47,901 
U. S. agency securities— 671,397 — 671,397 
Residential mortgage-backed securities— 727,353 — 727,353 
Commercial mortgage-backed securities— 49,564 — 49,564 
Municipal bonds— 8,490 — 8,490 
Corporate bonds— 1,683 — 1,683 
Interest rate product— 30,662 — 30,662 
Credit risk participation agreements— — 
Total assets measured at fair value on a recurring basis$— $1,537,053 $— $1,537,053 
Liabilities:
Interest rate product$— $30,555 $— $30,555 
Total liabilities measured at fair value on a recurring basis$— $30,555 $— $30,555 
Investment Securities Available-for-Sale

securities available-for-sale:Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair value is measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’ssecurity's credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange such as the New York Stock Exchange, Treasurycertain U.S. treasury bonds, U.S. Government and agency securities that areactively traded by dealers or brokers in active over-the-counter markets and money market funds.markets. Level 2 securities includeincludes certain U.S. treasury bonds, U.S. agency debt securities, mortgage backed securitiesMBS issued by Government Sponsored Entities (“GSE’s”) and municipal bonds. Securities classified as Level 3 include securities in less liquid markets, for which the carrying amounts approximate the fair value.


29

Loans held for sale



Credit risk participation agreements: The Company has elected to carry loans held for sale at fair value. This election reduces certain timing differences inenters into RPAs with institutional counterparties, under which the Consolidated Statement of Operations and better aligns with the managementCompany assumes its pro-rata share of the portfolio fromcredit exposure associated with a business perspective. Fairborrower's performance related to interest rate derivative contracts. The fair value of RPAs is calculated by determining the total expected asset or liability exposure of the derivatives to the borrowers and applying the borrowers' credit spread to that exposure. Total expected exposure incorporates both the current and potential future exposure of the derivatives, derived from secondary market quotations for similar instruments. Gainsusing observable inputs, such as yield curves and losses on sales of residential mortgage loans are recorded as a component of noninterest income in the Consolidated Statements of Operations. Gains and losses on sales of FHA securities are recorded as a component of noninterest income in the Consolidated Statements of Operations. As such,volatilities. Accordingly, RPAs fall within Level 2.
Interest rate derivatives: The Company entered into an interest rate derivative agreement with an institutional counterparty, under which the Company classifies loans subjected to fair value adjustments as Level 2 valuation.

The following table summarizeswill receive cash if and when market rates exceed the difference between the aggregate fair value and the aggregate unpaid principal balance for residential real estate loans held for sale measured at fair value as of September 30, 2017 and December 31, 2016.

  September 30, 2017 
      Aggregate Unpaid     
(dollars in thousands) Fair Value  Principal Balance  Difference 
             
Residential mortgage loans held for sale $25,980  $25,473  $507 
FHA mortgage loans held for sale $  $  $ 

  December 31, 2016 
      Aggregate Unpaid     
(dollars in thousands) Fair Value  Principal Balance  Difference 
             
Residential mortgage loans held for sale $51,629  $51,021  $608 
FHA mortgage loans held for sale $  $  $ 

No residential mortgage loans held for sale were 90 or more days past due or on nonaccrual status as of September 30, 2017 or December 31, 2016.

Interest rate swap derivatives:These derivative instruments consist of forward starting interest rate swap agreements, which are accounted for as cash flow hedges. The Company’s derivative position is classified within Level 2 of the fair value hierarchy and is valued using models generally accepted in the financial services industry and that use actively quoted or observable market input values from external market data providers and/or non-binding broker-dealer quotations.derivatives strike rate. The fair value of the derivativesderivative is determined using discounted cash flow models. These models’ key assumptions includecalculated by determining the contractual termstotal expected asset or liability exposure of the respective contract along with significantderivative. Total expected exposure incorporates both the current and potential future exposure of the derivative, derived from using observable inputs, including interest rates,such as yield curves nonperformance risk and volatility. Derivative contracts are executed with a Credit Support Annex, which is a bilateral agreement that requires collateral postings whenvolatilities. Accordingly, the market value exceeds certain threshold limits. These agreements protect the interests of the Company and its counterparties should either party suffer a credit rating deterioration.

Mortgage banking derivatives:The Company relies on a third-party pricing service to value its mortgage banking derivative financial assets and liabilities, which the Company classifies as afalls within Level 3 valuation. The external valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale includes grouping the interest rate lock commitments by interest rate and terms, applying an estimated pull-through rate based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms, and rate lock expiration dates of the loan commitment groups. The Company also relies on an external valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Company would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing.

2.

The following is a reconciliation of activity for assets and liabilities measured at fair value based on Significant Other Unobservable Inputs (Level 3):

  Investment  Mortgage Banking    
(dollars in thousands) Securities  Derivatives  Total 
Assets:            
Beginning balance at January 1, 2017 $1,718  $114  $1,832 
Realized loss included in earnings - net mortgage banking derivatives     (51)  (51)
    Purchases of available-for-sale securities         
    Principal redemption         
Ending balance at September 30, 2017 $1,718  $63  $1,781 
             
Liabilities:            
Beginning balance at January 1, 2017 $  $55  $55 
Realized loss included in earnings - net mortgage banking derivatives     (19)  (19)
    Principal redemption         
Ending balance at September 30, 2017 $  $36  $36 

  Investment  Mortgage Banking    
(dollars in thousands) Securities  Derivatives  Total 
Assets:            
Beginning balance at January 1, 2016 $219  $24  $243 
Realized gain included in earnings - net mortgage banking derivatives     90   90 
    Purchases of available-for-sale securities  1,500      1,500 
    Principal redemption  (1)     (1)
Ending balance at December 31, 2016 $1,718  $114  $1,832 
             
Liabilities:            
Beginning balance at January 1, 2016 $  $30  $30 
Realized loss included in earnings - net mortgage banking derivatives     25   25 
    Principal redemption         
Ending balance at December 31, 2016 $  $55  $55 

The other equity securities classified as Level 3 consist of equity investments in the form of common stock of two local banking companies which are not publicly traded, and for which the carrying amount approximates fair value.

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The Company measures certain assets at fair value on a nonrecurring basis, and the following is a general description of the methods used to value such assets.

Impaired loans: The Company considers a loan impaired when it is probable that the Company will be unable to collect all amounts due according to the original contractual terms of the note agreement, including both principal and interest. Management has determined that nonaccrual loans and loans that have had their terms restructured in a troubled debt restructuring meet this impaired loan definition. For individually evaluated impaired loans, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan’s effective interest rate or the estimated fair value of the underlying collateral for collateral-dependent loans, which the Company classifies as a Level 3 valuation.


Other real estate owned: Other real estate owned is initially recorded at fair value less estimated selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral, which the Company classifies as a Level 3 valuation. Assets measured at fair value on a nonrecurring basis are included in the table below:

(dollars in thousands) Quoted Prices
(Level 1)
  Significant Other
Observable Inputs
(Level 2)
  Significant Other
Unobservable
Inputs (Level 3)
  Total
(Fair Value)
 
September 30, 2017                
Impaired loans:                
Commercial $  $  $2,757  $2,757 
Income producing - commercial real estate        8,714   8,714 
Owner occupied - commercial real estate        5,885   5,885 
Real estate mortgage - residential        301   301 
Construction - commercial and residential        2,030   2,030 
Home equity        504   504 
Other consumer        11   11 
Other real estate owned        1,394   1,394 
Total assets measured at fair value on a nonrecurring basis as of September 30, 2017 $  $  $21,596  $21,596 

(dollars in thousands) Quoted Prices
(Level 1)
  Significant Other
Observable Inputs
(Level 2)
  Significant Other
Unobservable
Inputs (Level 3)
  Total
(Fair Value)
 
December 31, 2016                
Impaired loans:                
Commercial $  $  $2,956  $2,956 
Income producing - commercial real estate        12,993   12,993 
Owner occupied - commercial real estate        2,133   2,133 
Real estate mortgage - residential        555   555 
Construction - commercial and residential        1,550   1,550 
Other consumer        13   13 
Other real estate owned        2,694   2,694 
Total assets measured at fair value on a nonrecurring basis as of December 31, 2016 $  $  $22,894  $22,894 

Loans

The Company does not record loans at fair value on a recurring basis; however, from time to time, a loan is considered impaired and an allowance for loan loss is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with ASC Topic 310,“Receivables.”Loans: The fair value of impairedindividually assessed loans is estimated using one of several methods, including the collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impairedindividually assessed loans not requiring a specific allowance represent loans for which the fair value of expected repayments or collateral exceed the recorded investment in such loans. At September 30, 2017,March 31, 2024, substantially all of the totally impairedCompany's individually evaluated loans were evaluated based upon the fair value of the collateral. In accordance with ASC Topic 820, impairedindividually evaluated loans where an allowance is established based on the fair value of collateral, i.e. those that are collateral dependent, require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the loan as nonrecurring Level 3.


Other real estate owned ("OREO"): OREO is initially recorded at fair value less estimated selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management's estimation of the value of the collateral, which the Company classifies as a Level 3 valuation.

30


Assets measured at fair value on a nonrecurring basis are included in the table below:
(dollars in thousands)Quoted Prices
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Other Unobservable Inputs
(Level 3)
Total Fair Value
March 31, 2024        
Individually assessed loans:
Commercial$— $— $2,422 $2,422 
Income producing - commercial real estate— — 67,602 67,602 
Owner occupied - commercial real estate— — 19,798 19,798 
Real estate mortgage - residential— — 1,633 1,633 
Home equity— — 237 237 
Other real estate owned— — 773 773 
Total assets measured at fair value on a nonrecurring basis as of March 31, 2024$— $— $92,465 $92,465 
December 31, 2023
Individually assessed loans:
Commercial$— $— $2,475 $2,475 
Income producing - commercial real estate— — 41,038 41,038 
Owner occupied - commercial real estate— — 19,880 19,880 
Real estate mortgage - residential— — 1,638 1,638 
Consumer— — 396 396 
Home equity— — 242 242 
Other real estate owned— — 1,108 1,108 
Total assets measured at fair value on a nonrecurring basis as of December 31, 2023$— $— $66,777 $66,777 
Fair Value of Financial Instruments

The Company discloses fair value information about financial instruments for which it is practicable to estimate the value, whether or not such financial instruments are recognized on the balance sheet. Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by quoted market price, if one exists.

Quoted market prices, if available, are shown as estimates of fair value. Because no quoted market prices exist for a portion of the Company’sCompany's financial instruments, the fair value of such instruments has been derived based on management’smanagement's assumptions with respect to future economic conditions, the amount and timing of future cash flows and estimated discount rates. Different assumptions could significantly affect these estimates. Accordingly, the net realizable value could be materially different from the estimates presented below. In addition, the estimates are only indicative of individual financial instrument values, including in certain cases, the Company's estimation of exit pricing, and should not be considered an indication of the fair value of the Company taken as a whole.

31


The following methods and assumptions were used to estimate the fair value of each category of financial instrument for which it is practicable to estimate value:

Cash due from banks and federal funds sold: For cash and due from banks and federal funds sold the carrying amount approximates fair value.

Interest bearing deposits with other banks: For interest bearing deposits with other banks the carrying amount approximates fair value.

Investment securities: For these instruments, fair values are based upon quoted prices, if available. If quoted prices are not available, fair value is measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions.

Federal Reserve and Federal Home Loan Bank stock: The carrying amounts approximate the fair values at the reporting date.

Loans held for sale: As the Company has elected the fair value option, the fair value of residential mortgage loans held for sale is the carrying value and is based on commitments outstanding from investors as well as what secondary markets are currently offering for portfolios with similar characteristics for residential mortgage loans held for sale since such loans are typically committed to be sold (servicing released) at a profit. The fair value of FHA loans held for sale is the carrying value and is based on commitments outstanding from investors as well as what secondary markets are currently offering for portfolios with similar characteristics for FHA loans held for sale since such loans are typically committed to be securitized and sold (servicing retained) at a profit.

Loans: For variable rate loans that re-price on a scheduled basis, fair values are based on carrying values. Theestimated fair value of the remaining loansCompany's financial instruments at March 31, 2024 and December 31, 2023 are estimated by discounting the estimated future cash flows using the current interest rate at which similar loans would be madeas follows:

Fair Value Measurements
(dollars in thousands)Carrying ValueFair ValueQuoted Prices
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Other Unobservable Inputs
(Level 3)
March 31, 2024
Assets
Cash and due from banks$10,076 $10,076 $10,076 $— $— 
Federal funds sold11,343 11,343 — 11,343 — 
Interest-bearing deposits with other banks696,453 696,453 — 696,453 — 
Investment securities available-for-sale1,445,034 1,445,034 — 1,445,034 — 
Investment securities held-to-maturity1,000,732 878,159 — 878,159 — 
Federal Reserve and Federal Home Loan Bank stock54,678 N/A— — — 
Loans7,982,702 7,596,097 — — 7,596,097 
Bank owned life insurance113,624 113,624 — 113,624 — 
Annuity investment12,948 12,948 — 12,948 — 
Interest rate product34,147 34,147 — 34,147 — 
Accrued interest receivable54,074 54,074 54,074 — — 
Liabilities
Noninterest-bearing deposits$1,835,524 $1,835,524 $— $1,835,524 $— 
Interest-bearing deposits4,442,957 4,442,957 — 4,442,957 — 
Time deposits2,222,958 2,217,742 — 2,217,742 — 
Customer repurchase agreements37,059 37,059 — 37,059 — 
Borrowings1,669,948 1,669,043 — 1,669,043 — 
Interest rate product33,646 33,646 — 33,646 — 
Accrued interest payable20,978 20,978 20,978 — — 
December 31, 2023
Assets
Cash and due from banks$9,047 $9,047 $9,047 $— $— 
Federal funds sold3,740 3,740 — 3,740 — 
Interest-bearing deposits with other banks709,897 709,897 — 709,897 — 
Investment securities available-for-sale1,506,388 1,506,388 — 1,506,388 — 
Investment securities held-to-maturity1,015,737 901,582 — 901,582 — 
Federal Reserve and Federal Home Loan Bank stock25,748 N/A— — — 
Loans7,968,695 7,720,241 — — 7,720,241 
Bank owned life insurance112,921 112,921 — 112,921 — 
Annuity investment13,112 13,112 — 13,112 — 
Credit risk participation agreements— — 
Interest rate product30,662 30,662 — 30,662 — 
Accrued interest receivable53,337 53,337 53,337 — — 
Liabilities
Noninterest-bearing deposits$2,279,081 $2,279,081 $— $2,279,081 $— 
Interest-bearing deposits4,311,491 4,311,491 — 4,311,491 — 
Time deposits2,217,467 2,217,795 — 2,217,795 — 
Customer repurchase agreements30,587 30,587 — 30,587 — 
Borrowings1,369,918 1,368,621 — 1,368,621 — 
Interest rate product30,555 30,555 — 30,555 — 
Accrued interest payable57,395 57,395 57,395 — — 
32


Note 12 - Legal Contingencies
From time to borrowers with similar credit ratings and for the same remaining term.

Bank owned life insurance: The fair value of bank owned life insurance is the current cash surrender value, which is the carrying value.

Annuity investment:The fair value of the annuity investments is the carrying amount at the reporting date.

Mortgage banking derivatives:The Company enters into interest rate lock commitments (IRLCs) with prospective residential mortgage borrowers. These commitments are carried at fair value based on the fair value of the underlying mortgage loans which are based on market data. These commitments are classified as Level 3 in the fair value disclosures, as the valuations are based on market unobservable inputs. The Company hedges the risk of the overall change in the fair value of loan commitments to borrowers by selling forward contracts on securities of GSEs. These forward settling contracts are classified as Level 3, as valuations are based on market unobservable inputs. See Note 4 to the Consolidated Financial Statements for additional detail.


Interest rate swap derivatives:These derivative instruments consist of forward starting interest rate swap agreements, which are accounted for as cash flow hedges. The Company’s derivative position is classified within Level 2 of the fair value hierarchy and is valued using models generally accepted in the financial services industry and that use actively quoted or observable market input values from external market data providers and/or non-binding broker-dealer quotations. The fair value of the derivatives is determined using discounted cash flow models. These models’ key assumptions include the contractual terms of the respective contract along with significant observable inputs, including interest rates, yield curves, nonperformance risk and volatility. Derivative contracts are executed with a Credit Support Annex, which is a bilateral agreement that requires collateral postings when the market value exceeds certain threshold limits. These agreements protect the interests oftime, the Company and its counterparties should either party suffer a credit rating deterioration.

Noninterest bearing deposits: The fair value of these deposits issubsidiaries are involved in various legal proceedings incidental to their business in the amount payable on demand at the reporting date, since generally accepted accounting standards do not permit an assumption of core deposit value.

Interest bearing deposits:The fair value of interest bearing transaction, savings, and money market deposits with no defined maturity is the amount payable on demand at the reporting date, since generally accepted accounting standards do not permit an assumption of core deposit value.

Certificates of deposit: The fair value of certificates of deposit is estimated by discounting the future cash flows using the current rates atordinary course, including matters in which similar deposits with remaining maturities would be accepted.

Customer repurchase agreements: The carrying amount approximate the fair values at the reporting date.

Borrowings: The carrying amount for variable rate borrowings approximate the fair values at the reporting date. The fair value of fixed rate FHLB advances and the subordinated notesdamages in various amounts are estimated by computing the discounted value of contractual cash flows payable at current interest rates for obligations with similar remaining terms. The fair value of variable rate FHLB advances is estimated to be carrying value since these liabilities are based on a spread to a current pricing index.

Off-balance sheet items: Management has reviewed the unfunded portion of commitments to extend credit,claimed, as well as standbyregulatory and other letters of credit,governmental investigations and has determinedinquiries. Based on information currently available, the Company does not believe that the fair value ofliabilities (if any) resulting from such instruments is equal tomatters will have a material effect on the fee, if any, collected and unamortized for the commitment made.


The estimated fair valuesfinancial position of the Company’s financial instruments at September 30, 2017 and December 31, 2016 are as follows:

        Fair Value Measurements 
          Quoted Prices in
Active Markets for
Identical Assets or
Liabilities 
  Significant Other
Observable Inputs
  Significant
Unobservable
Inputs
 
(dollars in thousands) Carrying Value  Fair Value  (Level 1)  (Level 2)  (Level 3) 
September 30, 2017                    
Assets                    
Cash and due from banks $8,246  $8,246  $  $8,246  $ 
Federal funds sold  8,548   8,548      8,548    
Interest bearing deposits with other banks  432,156   432,156      432,156    
Investment securities  556,026   556,026      554,308   1,718 
Federal Reserve and Federal Home Loan Bank stock  30,980   30,980      30,980    
Loans held for sale  25,980   25,980      25,980    
Loans, net  6,021,237   6,075,997         6,075,997 
Bank owned life insurance  61,238   61,238      61,238    
Annuity investment  11,591   11,591      11,591    
Mortgage banking derivatives  63   63         63 
Interst rate swap derivatives  191   191      191    
                     
Liabilities                    
Noninterest bearing deposits  1,843,157   1,843,157      1,843,157    
Interest bearing deposits  3,248,118   3,248,118      3,248,118    
Certificates of deposit  822,677   821,892      821,892    
Customer repurchase agreements  73,569   73,569      73,569    
Borrowings  416,807   448,768      448,768    
Mortgage banking derivatives  36   36         36 
Interest rate swap derivatives  24   24      24    
                     
December 31, 2016                    
Assets                    
Cash and due from banks $10,285  $10,285  $  $10,285  $ 
Federal funds sold  2,397   2,397      2,397    
Interest bearing deposits with other banks  355,481   355,481      355,481    
Investment securities  538,108   538,108      536,390   1,718 
Federal Reserve and Federal Home Loan Bank stock  21,600   21,600      21,600    
Loans held for sale  51,629   51,629      51,629    
Loans, net  5,618,819   5,624,084         5,624,084 
Bank owned life insurance  60,130   60,130      60,130    
Annuity investment  11,929   11,929      11,929    
Mortgage banking derivatives  114   114         114 
                     
Liabilities                    
Noninterest bearing deposits  1,775,684   1,775,684      1,775,684    
Interest bearing deposits  3,191,682   3,191,682      3,191,682    
Certificates of deposit  748,748   745,985      745,985    
Customer repurchase agreements  68,876   68,876      68,876    
Borrowings  216,514   203,657      203,657    
Mortgage banking derivatives  55   55         55 
Interest rate swap derivatives  692   692      692    


Note 13. Supplemental Executive Retirement Plan

The Bank has entered into Supplemental Executive Retirement and Death Benefit Agreements (the “SERP Agreements”) with certainCompany. However, in light of the Bank’s executive officers other than Mr. Paul, which uponinherent uncertainties involved in such matters, ongoing legal expenses or an adverse outcome in one or more of these matters could materially and adversely affect the executive’s retirement, will provide for a stated monthly payment for such executive’s lifetime subject to certain death benefits described below. The retirement benefit is computedCompany's financial condition, results of operations or cash flows in any particular reporting period, as a percentage of each executive’s projected average base salary over the five years preceding retirement, assuming retirement at age 67. The SERP Agreements provide that (a) the benefits vest ratably over six years of service to the Bank, with the executive receiving credit for years of service prior to entering into the SERP Agreement, (b) death, disability and change-in-control shall result in immediate vesting, and (c) the monthly amount will be reduced if retirement occurs earlier than age 67 for any reason other than death, disability or change-in-control. The SERP Agreements further provide for a death benefit in the event the retired executive dies prior to receiving 180 monthly installments, paid either in a lump sum payment or continued monthly installment payments, such that the executive’s beneficiary has received payment(s) sufficient to equate to a cumulative 180 monthly installments.

The SERP Agreements are unfunded arrangements maintained primarily to provide supplemental retirement benefits and comply with Section 409A of the Internal Revenue Code. The Bank financed the retirement benefits by purchasing fixed annuity contracts with four insurance in 2013 carriers totaling $11.4 million that have been designed to provide a future source of funds for the lifetime retirement benefits of the SERP Agreements. The primary impetus for utilizing fixed annuities is a substantial savings in compensation expenses for the Bankwell as opposed to a traditional SERP Agreement. For the quarter ended September 30, 2017, the annuity contracts accrued $54 thousand of income, which was included in other noninterest income on the Consolidated Statement of Operations. The cash surrender value of the annuity contracts was $11.6 million at September 30, 2017 and is included in other assets on the Consolidated Balance Sheet. For the three and nine months ended September 30, 2017, the Company recorded benefit expense accruals of $103 thousand and $308 thousand, for this post retirement benefit.

Upon death of a named executive, the annuity contract related to such executive terminates. The Bank has purchased additional bank owned life insurance contracts, which would effectively finance payments (up to a 15 year certain amount) to the executives’ named beneficiaries.

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

its reputation.


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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS
The following discussion provides information about the results of operations, and financial condition, liquidity, and capital resources of the CompanyEagle Bancorp, Inc. and its subsidiaries (collectively, the "Company") as of the dates and periods indicated. The Company’s primary subsidiary is EagleBank (the "Bank"), and the Company’s other direct and indirect active subsidiaries are Bethesda Leasing, LLC, Eagle Insurance Services, LLC and Landroval Municipal Finance, Inc.
This discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this report and the Management Discussion and Analysis in the Company’sCompany's Annual Report on Form 10-K for the year ended December 31, 2016.

2023.

Caution About Forward Looking Statements. This report contains forward looking statements. These forward looking statements within the meaning of the Securities Exchange Act of 1934, as amended, includingrepresent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of goals, intentions,our beliefs concerning future events, business plans, objectives, expected operating results and expectationsthe assumptions upon which those statements are based. Forward looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements and are typically identified with words such as to future trends, plans, events or results of Company operations and policies and regarding general economic conditions. In some cases, forward-looking statements can be identified by use of such words as “may,” “will,” “anticipate,” “believes,” “expects,” “plans,” “estimates,” “potential,” “continue,” “should,”"may," "will," "can," "anticipates," "believes," "expects," "plans," "outlook," "estimates," "potential," "assume," "probable," "possible," "continue," "should," "could," "would," "strive," "seeks," "deem," "projections," "forecast," "consider," "indicative," "uncertainty," "likely," "unlikely," "likelihood," "unknown," "attributable," "depends," "intends," "generally," "feel," "typically," "judgment," "subjective" and similar words or phrases. These statements are based upon current and anticipated economic conditions, nationally and in the Company’s market, interest rates and interest rate policy, competitive factors and other conditions, which by their nature are not susceptible to accurate forecast, and are subject to significant uncertainty.
For details on factors that could affect these expectations, see the risk factors contained in this report and the risk factors and other cautionary language included in the Company’sCompany's Annual Report on Form 10-K for the year ended December 31, 20162023, and in other periodic and current reports filed by the Company with the Securities and Exchange Commission. Because of these uncertainties and the assumptions on which this discussion and the forward-lookingCommission ("SEC"). These forward looking statements are based actual future operationslargely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. Actual results, in the future mayperformance or achievements could differ materially from those indicated herein. Readers are cautioned against placing undue reliance on any suchcontemplated, expressed or implied by the forward looking statements.

The Company's past results are not necessarily indicative of future performance, and nothing contained herein is meant to or should be considered and treated as earnings guidance of future quarters' performance projections. All information is as of the date of this report. Any forward-looking statements made by or on behalf of the Company speak only as to the date they are made. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to revise or update publicly any forward looking statement for any reason.

GENERAL

The Company is a growth oriented,growth-oriented, one-bank holding company headquartered in Bethesda, Maryland, which is currently celebrating nineteentwenty-five years of successful operations. The Company provides general commercial and consumer banking services through the Bank, its wholly owned banking subsidiary, a Maryland chartered bank which is a member of the Federal Reserve System. System ("Federal Reserve Board," "Federal Reserve" or "FRB").
The Company was organized in October 1997, to be the holding company for the Bank. The Bank was organized in 1998 as an independent, community oriented, full service banking alternative to the super regional financial institutions whichthat dominate the Company’sCompany's primary market area. The Company’sCompany's philosophy is to provide superior, personalized service to its customers. The Company focuses on relationship banking, providing each customer with a number of services and becoming familiar with and addressing customer needs in a proactive, personalized fashion. The Bank currently has a total of twenty-onetwelve branch offices, including ninesix in Suburban Maryland, three in Northern Virginia, seven in Montgomery County, Maryland, and fivethree in Washington, D.C.

The Bank also operates four lending offices, with two in Suburban Maryland, one in Northern Virginia, and one in Washington, D.C. In April 2024, one branch was closed as it had an expiring lease. The branch's clients will be served from our other branches, and through digital channels.

The Bank offers a broad range of commercial banking services to its business and professional clients, as well as full service consumer banking services to individuals living and/or working primarily in the Bank’sBank's market area. The Bank emphasizes providing commercial banking services to sole proprietors, small and medium sizedmedium-sized businesses, non-profit organizations and associations, and investors living and working in and near the primary service area. These services include the usual deposit functions of commercial banks, including business and personal checking accounts, “NOW”"NOW" accounts and money market and savings accounts, business, construction, and commercial loans, residential mortgages and consumer loans, and cash management services. The Bank is also active in the origination and sale of residential mortgage loans and the origination of SBASmall Business Administration ("SBA") loans. The residential mortgage loans are originated for sale to third-party investors, generally large mortgage and banking companies, under best efforts and mandatory delivery commitments with the investors to purchase the loans subject to compliance with pre-established criteria.
34


The Bank generally sells the guaranteed portion of the SBA loans in a transaction apart from the loan origination generating noninterest income from the gains on sale, as well as servicing income on the portion participated. The Company originates a small number of FHAmultifamily Federal Housing Administration ("FHA") loans through the Department of Housing and Urban Development’sDevelopment's Multifamily Accelerated Program (“MAP”("MAP"). The Company securitizes these loans through the Government National Mortgage Association (“("Ginnie Mae”Mae") MBS I program and shortly thereafter sells the resulting securities in the open market to authorized dealers in the normal course of business, and generally retainsperiodically bundles and sells the servicing rights. Bethesda Leasing, LLC, a subsidiary of the Bank, holds title to and manages OREOother real estate owned ("OREO") assets. Eagle Insurance Services, LLC,Landroval Municipal Finance, Inc., a subsidiary of the Bank, offers accessfocuses on lending to insurance products and services through a referral program with a third party insurance broker. Additionally,municipalities by buying debt on the Bank offers investment advisory services through referral programs with third parties. ECV, a subsidiary of the Company, had provided subordinated financing for the acquisition, development and/or construction of real estate projects. ECV lending involves higher levels of risk, together with commensurate expected returns.

public market as well as direct purchase issuance.

CRITICAL ACCOUNTING POLICIES

AND ESTIMATES

The Company’sCompany's Consolidated Financial Statements are prepared in accordance with GAAPgenerally accepted accounting principles in the United States of America ("GAAP") and follow general practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments are based on information available as of the date of the Consolidated Financial Statements; accordingly, as this information changes, the Consolidated Financial Statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or a valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility.

Investment Securities

The fair valuesCompany applies the accounting policies contained in Note 1 to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and Note 1 to the information usedConsolidated Financial Statements included in this report. There have been no significant changes to record valuation adjustmentsthe Company's accounting policies as disclosed in the Company's Annual Report on Form 10-K for investment securities available-for-sale are based either on quoted market prices or are provided by other third-party sources, when available. The Company’s investment portfolio is categorizedthe year ended December 31, 2023 except as available-for-sale with unrealized gains and losses net of income tax being a component of shareholders’ equity and accumulated other comprehensive loss.

indicated in "Accounting Standards Adopted in 2024" in Note 1 to the Consolidated Financial Statements in this report.

Allowance for Credit Losses

The on Loans and Reserve for Unfunded Commitments

A consequence of lending activities is that we may incur credit losses, so we record an allowance for credit losses is an estimate("ACL") with respect to loan receivables and a reserve for unfunded commitments ("RUC") as estimates of those losses. The amount of the losses that may be sustained in our loan portfolio. The allowanceACL on loans is based on two principlesmanagement's assessment of accounting: (a) ASC Topic 450,“Contingencies,” which requires thatcurrent expected credit losses be accrued when they are probable of occurring and are estimable and (b) ASC Topic 310,“Receivables,” which requires that losses be accrued when it is probable that the Company will not collect all principal and interest payments according to the contractual terms of the loan. The loss, if any, can be determined by the difference between the loan balance and the value of collateral, the present value of expected future cash flows, or values observable("CECL") in the secondary markets.

Three components comprise our allowance for credit losses: a specific allowance, a formula allowance and a nonspecific or environmental factors allowance. Each component is determined based on estimates that can and do change when actual events occur.

portfolio. The specific allowance allocates a reserve to identified impaired loans. Impaired loans are assigned specific reserves based on an impairment analysis. Under ASC Topic 310,“Receivables,” a loan for which reserves are individually allocated may show deficiencies inamount of such losses will vary depending upon the borrower’s overall financial condition, payment record, support available from financial guarantors and for the fair market valuerisk characteristics of collateral. When a loan is identified as impaired, a specific reserve is established based on the Company’s assessment of the loss that may be associated with the individual loan.

The formula allowance is used to estimate the loss on internally risk rated loans, exclusive of those identified as requiring specific reserves. The portfolio of unimpaired loans is stratified by loan type and risk assessment. Allowance factors relate to the type of loan and level of the internal risk rating, with loans exhibiting higher risk and loss experience receiving a higher allowance factor.

The environmental allowance is also used to estimate the loss associated with pools of non-classified loans. These non-classified loans are also stratified by loan type, and environmental allowance factors are assigned by management based upon a number of conditions, including delinquencies, loss history, changes in lending policy and procedures, changes in business and economic conditions, changes in the nature and volume of the portfolio, management expertise, concentrations within the portfolio, quality of internal and external loan review systems, competition, and legal and regulatory requirements.

The allowance captures losses inherent in the loan portfolio as affected by economic conditions such as changes in interest rates, the financial performance of borrowers and regional unemployment rates, which have not yet been recognized. Allowance factorsmanagement estimates by using a national forecast and estimating a regional adjustment based on historical differences between the overall size of the allowance may change from period to period based upon management’s assessment of the above described factors, the relative weights given to each factor, and portfolio composition.

two.

Management has significant discretion in making the judgments inherent in the determination of the provisionprovisions for credit loss, ACL and allowancethe RUC. Our determination of these amounts requires significant reliance on estimates and significant judgment as to the amount and timing of expected future cash flows on loans, significant reliance on historical loss rates on homogenous portfolios, consideration of our quantitative and qualitative evaluation of economic factors and the reliance on our reasonable and supportable forecasts.
We estimate the ACL on loans using a quantitative model that uses a probability of default ("PD") / loss given default ("LGD") cash flow method with an exposure at default ("EAD") model to estimate expected credit losses for its loan segments. The modeling of expected prepayment speeds is based on historical internal data and adjustments to account for loan-specific risk characteristics after pooling our loan portfolio based on similar risk characteristics.
35


The Company uses regression analysis of historical internal and peer data provided by a third-party service provider (as Company loss data is insufficient) to determine suitable loss drivers to utilize when modeling lifetime PD and LGD. This analysis also determines how expected PD will react to forecasted levels of the loss drivers. During the three months ended March 31, 2024, management enhanced the cash flow model to incorporate three additional macroeconomic variables. The four economic variables selected, national unemployment (original variable used), Commercial Real Estate ("CRE") Price Index, House Price Index and Gross Domestic Product ("GDP"), are incorporated by utilizing a Loss Driver Analysis approach that factors in historical losses, including during the Great Recession, of regional peer banks and the Bank. The updated model incorporates a weighting of three economic scenarios; baseline, upside and downside. The scenarios cover the four economic forecast variables, with each segment of the portfolio linked to two of these variables, depending on the segment. The loss driver analysis is spread over a reasonable and supportable period of 18 months and reverts back to a historical loss rate over twelve months on a straight-line basis over the loan's remaining maturity. Management leverages economic projections from reputable and independent third parties to inform its loss driver forecasts over the forecast period.
Loans that have evidence of credit deterioration are excluded from the loan segments subject to the quantitative model above and are individually assessed.
The RUC represents the expected credit losses on off-balance sheet commitments such as unfunded commitments to extend credit and standby letters of credit. The RUC is determined by estimating future draws and applying the expected loss rates on those draws.
The ACL also includes an amount for inherent risks not reflected in the historical analyses. Relevant factors include, but are not limited to, concentrations of credit risk, changes in underwriting standards, experience and depth of lending staff and trends in delinquencies. While our methodology in establishing the reserve for credit losses includingattributes portions of the ACL and RUC to the commercial and consumer portfolio segments, the entire ACL and RUC is available to absorb credit losses expected in connection with the valuationtotal loan portfolio and total amount of collateral, a borrower’s prospects of repayment, and in establishing allowance factors onunfunded credit commitments, respectively. Our model may reflect assumptions by management that are not covered by the formulaqualitative and environmental componentsfactors, and we reevaluate all of its factors quarterly.
Management has developed an analytical process to monitor the adequacy of the allowance.ACL. Our methodology for determining our ACL was developed utilizing, among other factors, the guidance from federal banking regulatory agencies and relevant available information from internal and external sources and relating to past events, current conditions and reasonable and supportable forecasts. The establishment of allowance factors involves a continuing evaluation,process is being continually enhanced and refined based on management’s ongoing assessment of the globalperiodic reviews. Material changes to these and other relevant factors discussed above and their impact on the portfolio. The allowance factors may change from period to period, resulting in an increase or decrease in the amount of the provision or allowance, based upon the same volume and classification of loans. Changes in allowance factors can have a direct impact on the amount of the provision, and a related after tax effect on net income. Errors in management’s perception and assessment of the global factors and their impact on the portfolio could result in the allowance not being adequate to cover losses in the portfolio, and may result in additional provisions or charge-offs. Alternatively, errors in management’s perceptiongreater volatility to the reserve for credit losses, and assessmenttherefore, greater volatility to our reported earnings. For example, the effects of the global factorsCOVID-19 pandemic and their impact onrelated hybrid or fully remote working environment has negatively impacted the portfolio could resultperformance outlook in the allowance being in excesscentral business district office CRE segment of amounts necessaryour loan portfolio, which informed our CECL economic forecast and continued to cover losses inadversely impact our loss reserve as of March 31, 2024. Refer to the portfolio,"Provision for Credit Losses" and may result in lower provisions in the future. For additional"Allowance for Credit Losses" of Management's Discussion and Analysis of Financial Condition and Results of Operations for more information regardingon the provision for credit losses refer toand ACL for the discussion under the caption “Provision for Credit Losses” below.

loan portfolio.

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Intangible assets that have finite lives, such as core deposit intangibles, are amortized over their estimated useful lives and subject to periodic impairment testing. Intangible assets (other than goodwill) are amortized to expense using accelerated or straight-line methods over their respective estimated useful lives.


Goodwill is subject to impairment testing, at the reporting unit level, which must be conducted at least annually.annually or upon the occurrence of a triggering event. Various factors, such as the Company’s results of operations, the trading price of the Company’s common stock relative to the book value per share, macroeconomic conditions and conditions in the banking sector, inform whether a triggering event for an interim goodwill impairment test has occurred. Goodwill is recorded and evaluated for impairment at its reporting unit, the Company. The Company performsCompany's policy is to test goodwill for impairment testing duringannually as of December 31, or on an interim basis if an event triggering an impairment assessment is determined to have occurred.

Testing of goodwill impairment comprises a two-step process. First, the fourth quarter of each year or when events or changes in circumstances indicate the assets might be impaired.

The Company performs a qualitative assessment to evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after assessing updated qualitative factors, the Company determines that it is more likely than not that an impairment has occurred, it proceeds to the quantitative impairment test, whereby it calculates the fair value of the reporting unit and compares it with its carrying amount, including goodwill. In its performance of impairment testing, the Company has the unconditional option to proceed directly to the quantitative impairment test, bypassing the qualitative assessment. If the carrying amount of the reporting unit exceeds the fair value, the amount by which the carrying amount exceeds fair value, up to the carrying value of goodwill, is recorded through earnings as an impairment charge. If the results of the qualitative assessment indicate that it is not more likely than not that an impairment has occurred, or if the quantitative impairment test results in a fair value of athe reporting unit that is lessgreater than itsthe carrying amount, it does not have to perform the two-stepthen no impairment charge is recorded.

36


As part of its annual testing for goodwill impairment, test. Determining the fair value of a reporting unit under the first step of the goodwill impairment test and determining the fair value of individual assets and liabilities of a reporting unit under the second step of the goodwill impairment test are judgmental and often involve the use of significant estimates and assumptions. Similarly, estimates and assumptions are used in determining the fair value of other intangible assets. Estimates of fair value are primarily determined using discounted cash flows, market comparisons and recent transactions. These approaches use significant estimates and assumptions including projected future cash flows, discount rates reflecting the market rate of return, projected growth rates and determination and evaluation of appropriate market comparables. Based on the results of qualitative assessments of all reporting units, the Company concluded that no impairment existed at December 31, 2016.2023. Management has evaluated and will continue to evaluate economic conditions in interim periods for triggering events. As of the time of this report's filing, the Company did not identify any triggering events for interim testing. However, future events, including the continuation of the Company's recent common stock trading below the book value per share, could cause the Company to conclude that goodwill or other intangibles have become impaired, which would result in recording an impairment loss. Any resulting impairment loss could have a material adverse impact on the Company’s financial condition and results of operations.

Stock Based Compensation

The Company follows the provisions of ASC Topic 718,“Compensation,” which requires the expense recognition for the fair value of share based compensation awards, such as stock options, restricted stock awards, and performance based shares. This standard allows management to establish modeling assumptions as to expected stock price volatility, option terms, forfeiture rates and dividend rates which directlyoperations, however, it would not impact estimated fair value. The accounting standard also allows for the use of alternative option pricing models which may impact fair value as determined. The Company’s practice is to utilize reasonable and supportable assumptions.

Derivatives

Interest rate swap derivatives designated as qualified cash flow hedges are tested for hedge effectiveness on a quarterly basis. Assessments are made at the inception of the hedge and on a recurring basis to determine whether the derivative used in the hedging transaction has been and is expected to continue to be highly effective in offsetting changes in fair values or cash flows of the hedged item. A statistical regression analysis is performed to measure the effectiveness.

If, based on the assessment, a derivative is not expected to be a highly effective hedge or it has ceased to be a highly effective hedge, hedge accounting is discontinued as of the quarter the hedge is not highly effective. As the statistical regression analysis requires the use of estimates regarding the amount and timing of future cash flows which are sensitive to significant changes in future periods based on changes in market rates; we consider this a critical accounting estimate.

our regulatory capital ratios, tangible common equity ratio, nor its liquidity position.

RESULTS OF OPERATIONS

Earnings Summary

For the three months ended September 30, 2017, net income was $29.9 million, a 22% increase over the $24.5 million net income

Three Months Ended March 31, 2024 vs. Three Months Ended March 31, 2023
Net loss for the three months ended September 30, 2016. Net income per basic common share for the three months ended September 30, 2017March 31, 2024 was $0.87$338 thousand, as compared to $0.73 for the same period in 2016, a 19% increase. Net income per diluted common share for the three months ended September 30, 2017 was $0.87 compared to $0.72 for the same period in 2016, a 21% increase.


For the nine months ended September 30, 2017, the Company’s net income was $84.7 million, an 18% increase over the $72.0of $24.2 million for the same period in 2016. Net income per basic common share2023, a decrease of $24.6 million, or 101.4%.

The decrease of $24.6 million to net loss for the ninethree months ended September 30, 2017 was $2.48 compared to $2.14March 31, 2024 from net income for the same period in 2016,2023 was due primarily to an increase in provision for credit losses of $29.0 million, partially offset by a 16% increase. Netreduction of income per diluted common sharetax expenses of $3.9 million. For more information on the drivers and the components of these changes, see the "Provision for Credit Losses" and "Income Tax Expenses" sections below.
When the impact of the provision is excluded, pre-provision net revenue ("PPNR"), a non-GAAP measure, was $38.3 million for the ninethree months ended September 30, 2017 was $2.47March 31, 2024, as compared to $2.11$38.1 million for the same period in 2016,2023. Refer to the "Use of Non-GAAP Financial Measures" section for additional detail and a 17% increase.

The increase in net income for the three months ended September 30, 2017 can be attributed primarilyreconciliation of GAAP to an increase in totalnon-GAAP financial measures.

Total revenue (i.e. net interest income plus noninterest income) of 11% over the same period in 2016. Net interest income grew 11%was $78.3 million for the three months ended September 30, 2017March 31, 2024, as compared to $78.7 million for the same period in 2016 due to average earning asset growth of 10%.

For the three months ended September 30, 2017, the Company reported an annualized ROAA of 1.66% as compared to 1.50% for the three months ended September 30, 2016. The annualized ROACE for the three months ended September 30, 2017 was 12.86%, as compared to 12.04% for the three months ended September 30, 2016.

The increase in net income for the nine months ended September 30, 2017 can be attributed primarily to an increase in total revenue (i.e. net interest income plus noninterest income) of 8% over the same period in 2016. Net interest income grew 9% for the nine months ended September 30, 2017 as compared to the same period in 2016 due to average earning asset growth of 12%.

For the nine months ended September 30, 2017, the Company reported an annualized ROAA of 1.63% as compared to 1.54% for the nine months ended September 30, 2016. The annualized ROACE for the nine months ended September 30, 2017 was 12.71%, as compared to 12.27% for the nine months ended September 30, 2016. The higher ratios are due to increased earnings.

2023.

The net interest margin, which measures the difference between interest income and interest expense (i.e. net interest income) as a percentage of earning assets, increased 3 basis points from 4.11%was 2.43% for the three months ended September 30, 2016 to 4.14%March 31, 2024 and 2.77% for the same period in 2023. The drivers of the change are detailed in the "Net Interest Income and Net Interest Margin" section below.
Noninterest income was $3.6 million for the three months ended September 30, 2017. Average earning asset yields were 4.74%March 31, 2024, as compared to $3.7 million for the same period in 2023. Noninterest expense was $40.0 million for the three months ended September 30, 2017 and 4.60%March 31, 2024, as compared to $40.6 million for the same period in 2016.2023. The drivers of the change are detailed in the "Noninterest Income" and "Noninterest Expense" sections below.
The efficiency ratio remained steady at 51.09% for the three months ended March 31, 2024 as compared to 51.55% for the same period in 2023. Refer to the "Use of Non-GAAP Financial Measures" section for additional detail and a reconciliation of GAAP to non-GAAP financial measures.
For the three months ended March 31, 2024 and 2023, the Company had average costassets of interest bearing liabilities increased by 20 basis points (to 0.97% from 0.77%$12.8 billion and $11.4 billion, respectively, the increase of which was primarily attributable to an increase in average interest-bearing deposits with other banks and other short-term investments over the comparative period. For the three months ended March 31, 2024 and 2023, the Company had average common equity of $1.3 billion and $1.2 billion, respectively. For the three months ended March 31, 2024 and 2023, the Company had average tangible common equity, a non-GAAP measure, of $1.2 billion and $1.1 billion, respectively. Refer to the "Use of Non-GAAP Financial Measures" section for additional detail and a reconciliation of GAAP to non-GAAP financial measures.
For the three months ended March 31, 2024, the Company reported an annualized return on average assets ("ROAA") of (0.01)%, as compared to 0.86% for the same period in 2023. The annualized return on average common equity ("ROACE") for the three months ended September 30, 2017March 31, 2024 was (0.11)% as compared to 7.92% for the same period in 2016. Combining the change in the yield2023. The annualized return on earning assets and the costs of interest bearing liabilities, the net interest spread decreased by 6 basis pointsaverage tangible common equity ("ROATCE"), a non-GAAP measure, for the three months ended September 30, 2017March 31, 2024 was (0.11)% as compared to 2016 (3.77% versus 3.83%).

The benefit of noninterest sources funding earning assets increased by 9 basis points to 37 basis points from 28 basis points for the three months ended September 30, 2017 versus the same period in 2016. The combination of a 6 basis point decrease in the net interest spread and a 9 basis point increase in the value of noninterest sources resulted in the 3 basis point increase in the net interest margin for the three months ended September 30, 2017 as compared to the same period in 2016. The net interest margin was positively impacted by one basis point in the three months ended September 30, 2017 as a result of $214 thousand in amortization of the credit mark established in connection with the 2014 merger of Virginia Heritage Bank into EagleBank (the “Merger”). The net interest margin was positively impacted by two basis points in the three months ended September 30, 2016 as a result of $384 thousand in amortization of the credit mark adjustment from the Merger.

The net interest margin decreased 9 basis points from 4.23% for the nine months ended September 30, 2016 to 4.14% for the nine months ended September 30, 2017. Average earning asset yields were 4.72% for the nine months ended September 30, 2017 and 4.65%8.65% for the same period in 2016.2023. The average cost of interest bearing liabilities increased by 28 basis points (to 0.93% from 0.65%) for the nine months ended September 30, 2017 as compared to the same perioddecline in 2016. Combining the change in the yield on earning assets and the costs of interest bearing liabilities, the net interest spread decreased by 21 basis points for the nine months ended September 30, 2017 as compared to 2016 (3.79% versus 4.00%).


The benefit of noninterest sources funding earning assets increased by 12 basis points to 35 basis points from 23 basis points for the nine months ended September 30, 2017 versus the same period in 2016. The combination of a 21 basis point decrease in the net interest spread and a 12 basis point increase in the value of noninterest sources resulted in the 9 basis point decrease in the net interest margin for the nine months ended September 30, 2017 as compared to the same period in 2016. The net interest marginreturns was positively impacted by three basis points in the nine months ended September 30, 2017 as a result of $1.7 million in amortization of the credit mark established in connection with the Merger. The net interest margin was positively impacted by two basis points in the nine months ended September 30, 2016 as a result of $1.1 million in amortization of the credit mark adjustment from the Merger.

The Company believes it has effectively managed its net interest margin and net interest income over the past twelve months as market interest rates (on average) have remained relatively low. This factor has been significant to overall earnings performance over the past twelve months as net interest income represents 91% of the Company’s total revenue for the nine months ended September 30, 2017.

For the first nine months of 2017, total loans grew 7% over December 31, 2016, and averaged 11% higher for the nine months ended September 30, 2017 as compared to the same period in 2016. For the first nine months of 2017, total deposits increased 4% over December 31, 2016, and averaged 9% higher for the nine months ended September 30, 2017 compared with the same period in 2016.

In order to fund growth in average loans of 11% over the nine months ended September 30, 2017 as compared to the same period in 2016, as well as sustain significant liquidity, the Company has relied on both core deposit growth and wholesale deposits. The major component of the growth in core deposits has been growth in noninterest bearing accounts primarily as a result of effectively building new and enhanced client relationships.

In terms of the average asset composition or mix, loans, which generally have higher yields than securities and other earning assets, were 87.0% of average earning assets for the nine months ended September 30, 2017 and 87.2% for the same period in 2016. For the nine months ended September 30, 2017, as compared to the same period in 2016, average loans, excluding loans held for sale, increased $596.1 million, an 11% increase. The increase in average loans for the nine months ended September 30, 2017 as compared to the same period in 2016 is primarily attributable to growtha reduction in net income producing - commercial real estate, commercial and industrial, and owner occupied – commercial real estate. Average investment securities for both the nine month periods ended September 30, 2017 and 2016 amounted to 8% of average earning assets. The combination of federal funds sold, interest bearing deposits with other banks and loans held for sale averaged 5% of average earning assets for both the first nine months of 2017 and 2016. On an average basis, the combination of federal funds sold, interest bearing deposits with other banks and loans held for sale increased $19.8 million for the nine months ended September 30, 2017 as compareda net loss. Refer to the same period in 2016.

The provision"Use of Non-GAAP Financial Measures" section for credit losses was $1.9 million for the three months ended September 30, 2017 as compared to $2.3 million for the three months ended September 30, 2016. The lower provisioning in the third quarter of 2017, as compared to the third quarter of 2016, is primarily due to lower net charge-offs and to overall improved asset quality. Net charge-offs of $2 thousand in the third quarter of 2017 represented an annualized 0.00% of average loans, excluding loans held for sale, as compared to $2.0 million, or an annualized 0.14% of average loans, excluding loans held for sale, in the third quarter of 2016. Net charge-offs in the third quarter of 2017 were attributable primarily to net charge-offs in commercial and industrial loans ($114 thousand) offset by net recoveries in construction - commercial and residential ($106 thousand).

At September 30, 2017 the allowance for credit losses represented 1.03% of loans outstanding, as compared to 1.04% at both December 31, 2016 and September 30, 2016. The decrease in the allowance for credit losses as a percentage of total loans at September 30, 2017, as compared to September 30, 2016, is the result of continuing improvement in historical losses. The allowance for credit losses represented 379% of nonperforming loans at September 30, 2017, as compared to 330% at December 31, 2016, and 255% at September 30, 2016.

Total noninterest income for the three months ended September 30, 2017 increased to $6.8 million from $6.4 million for the three months ended September 30, 2016, a 6% increase, due substantially to income of $780 thousand on the origination, securitization, servicing and sale of FHA Multifamily-Backed GNMA securities in the third quarter of 2017, offset by lower sales of residential mortgage loans and the resulting gains on the sale of these loans (gain of $1.8 million for the third quarter of 2017 versus $2.9 million for the same period in 2016). There was no revenue related to FHA Multifamily-Backed GNMA securities in the third quarter of 2016. The portfolio sale of $37.0 million in residential mortgages out of the loan portfolio resulted in $168 thousand in revenue during the third quarter of 2017. There was no income related to portfolio sales of residential mortgages out of the loan portfolio during the third quarter of 2016. The sale of the guaranteed portion on SBA loans resulted in $390 thousand in revenue during the third quarter of 2017 compared to $101 thousand for the same period in 2016. Other loan income was $771 thousand for the third quarter of 2017 compared to $632 thousand for the same period in 2016. Residential mortgage loans closed were $135 million for the third quarter of 2017 versus $276 million for the third quarter of 2016. Excluding gains on sales of investment securities, noninterest income was $6.8 million in the third quarter of 2017 as compared to $6.4 million for the third quarter of 2016, an increase of 6%.


The efficiency ratio, which measures the ratio of noninterest expense to total revenue, was 37.49% for the third quarter of 2017, as compared to 40.54% for the third quarter of 2016. Noninterest expenses totaled $29.5 million for the three months ended September 30, 2017, as compared to $28.8 million for the three months ended September 30, 2016, a 2% increase. Legal, accounting, and professional fees increased by $469 thousand primarily due to general bank consulting projects. FDIC insurance premiums increased by $300 thousand primarily due to a larger assessment base. Salaries and benefits expenses decreased $225 thousand due primarily to a decrease in employee benefit costs due to the prior year acceleration of restricted stock awards, offset by merit increases.

The provision for credit losses was $4.9 million for the nine months ended September 30, 2017 as compared to $9.2 million for the nine months ended September 30, 2016. The lower provisioning in the first nine months of 2017, as compared to the first nine months of 2016, is due to a combination of lower net charge-offs, lower loan growth, as net loans increased $406.3 million during the first nine months of 2017, as compared to an increase of $483.6 million during the same period in 2016, and to overall improved asset quality. Net charge-offs of $991 thousand in the first nine months of 2017 represented an annualized 0.02% of average loans, excluding loans held for sale, as compared to $5.0 million or an annualized 0.13% of average loans, excluding loans held for sale, in the first nine months of 2016. Net charge-offs in the first nine months of 2017 were attributable primarily to commercial real estate loans.

Total noninterest income for the nine months ended September 30, 2017 was $19.9 million as compared to $20.3 million for the nine months ended September 30, 2016, a 2% decrease. This was primarily due to fewer sales of SBA and residential mortgage loans resulting in a $785 thousand and $939 thousand decreased gain on the sale of these loans, respectively,additional detail and a $581 thousand decreased gain on salereconciliation of securities, offset by revenue associated with the origination, securitization, servicing, and sale of FHA Multifamily-Backed GNMA securities of $1.5 million and a $338 thousand increase in service charges on deposits. The portfolio sale of $37.0 million in residential mortgages out of the loan portfolio resulted in $168 thousand in revenue during the nine months ended September 30, 2017. There was no income relatedGAAP to portfolio sales of residential mortgages out of the loan portfolio for the same period in 2016. Excluding investment securities net gains, total noninterest income was $19.3 million for the nine months ended September 30, 2017, as compared to $19.1 million for the same period in 2016, a 1% increase.

The efficiency ratio, which measures the ratio of noninterest expense to total revenue, was 38.86% for the nine months ended September 30, 2017 as compared to 40.32% for the same period in 2016. Noninterest expenses totaled $88.7 million for the nine months ended September 30, 2017, as compared to $85.2 million for the nine months ended September 30, 2016, a 4% increase. Cost increases for salaries and benefits were $1.3 million, due primarily to increased merit and incentive compensation, offset by a decrease in employee benefit costs due to the prior year acceleration of restricted stock awards. Marketing and advertising increased by $322 thousand due to costs associated with digital and print advertising and sponsorships. Data processing increased by $341 thousand due primarily to increased vendor fees associated with higher volumes and rates. Legal, accounting and professional fees increased by $694 thousand primarily due to enhanced IT risk management and general bank consulting projects. Other expenses increased $799 thousand primarily due to higher broker fees.

The ratio of common equity to total assets increased to 12.63% at September 30, 2017 from 12.06% at September 30, 2016, due primarily to an increase of $110.4 million in retained earnings. As discussed later in “Capital Resources and Adequacy,” the regulatory capital ratios of the Bank and Company remain above well capitalized levels.

non-GAAP financial measures.

37


Net Interest Income and Net Interest Margin

Net interest income is the difference between interest income on earning assets and the cost of funds supporting those assets. Earning assets are composed primarily of loans, investment securities, and investment securities.interest bearing deposits with other banks and other short-term investments. The cost of funds representsincludes interest expense on deposits, customer repurchase agreements and other borrowings.borrowings, which consist primarily of federal funds purchased, advances from secured financing arrangements, including the Federal Home Loan Bank of Atlanta ("FHLB") and the Federal Reserve's Bank Term Funding Program ("BTFP") and Discount Window, and subordinated notes. Noninterest bearing deposits and capital are other components representing funding sources (refer to discussion above under Results of Operations).sources. Changes in the volume and mix of assets and funding sources, along with the changes in yields earned and rates paid, determine changes in net interest income.


For the three months ended September 30, 2017, netNet interest income increased 11% over the same period for 2016. Average loans increased by $523.7was $74.7 million and average deposits increased by $474.1 million. The net interest margin was 4.14% for the three months ended September 30, 2017,March 31, 2024, as compared to 4.11%$75.0 million for the same period in 2016.2023. The Company believes its netdecrease was primarily due to the $35.7 million increase in interest margin remains favorable asexpense outpacing the $35.4 million increase in interest income. The increase in interest expense was primarily attributable to increased volume of time deposits, other borrowings, and interest bearing transactions, and to a lesser extent was attributable to increases in average deposits and rates (4.29% for the three months ended March 31, 2024, compared to its peer banking companies.

For the nine months ended September 30, 2017, net interest income increased 9% over the same period for 2016. Average loans increased by $596.1 million and average deposits increased by $456.0 million. The net interest margin was 4.14% for the nine months ended September 30, 2017, as compared to 4.23%3.63% for the same period in 2016.2023). The Company believes itsincrease in interest income was primarily attributable to increased volume and rates on loans (6.95% for the three months ended March 31, 2024, compared to 6.35% for the same period in 2023) and interest bearing bank deposits and other short-term investments (5.43% for the three months ended March 31, 2024, compared to 4.45% for the same period in 2023)

The net interest margin remains favorabledecreased by 34 basis points from the three months ended March 31, 2023 as compared to its peer banking companies.

the three months ended March 31, 2024 (from 2.77% to 2.43%). The tablesyield on earning assets increased by 54 basis points (from 5.17% to 5.71%) while cost of funds increased 96 basis points (from 2.62% to 3.58%).

Average loans (excluding loans held for sale) increased to $8.0 billion for the three months ended March 31, 2024 compared to $7.7 billion for the same period in 2023. Average interest bearing deposits increased to $7.4 billion for the three months ended March 31, 2024 from $5.5 billion for the three months ended March 31, 2023, while average noninterest bearing demand deposits decreased to $2.1 billion for the three months ended March 31, 2024 from $3.3 billion for the three months ended March 31, 2023. Additionally, average borrowings increased from $1.3 billion in the three months ended March 31, 2023 to $1.8 billion in the three months ended March 31, 2024.
Overall yields and rates increased during the three months ended March 31, 2024 as compared to the same period in 2023 as variable rate loans adjusted upwards and an increased number of loans moved off their rate floors.
The table below presentpresents the average balances and rates of the major categories of the Company’sCompany's assets and liabilities for the three and nine months ended September 30, 2017March 31, 2024 and 2016.2023. Included in the tables are a measurementmeasurements of interest rate spread and margin. Interest rate spread is the difference (expressed as a percentage) between the interest rate earned on earning assets less the interest rate paid on interest bearing liabilities. While the interest rate spread provides a quick comparison of earnings rates versus cost of funds, management believes that margin, together with net interest income, provides a better measurement of performance. The net interest margin (as compared to net interest spread) includes the effect of noninterest bearing sources in its calculation andcalculation. Net interest margin is net interest income expressed as a percentage of average earning assets.


38



Eagle Bancorp, Inc.

Consolidated Average Balances, Interest Yields And Rates (Unaudited)

(dollars in thousands)

  Three Months Ended September 30, 
  2017  2016 
  Average Balance  Interest  Average Yield/Rate  Average Balance  Interest  Average Yield/Rate 
ASSETS                  
Interest earning assets:                        
Interest bearing deposits with other banks and other short-term investments $331,194  $991   1.19% $338,521  $376   0.44%
Loans held for sale (1)  37,146   350   3.77%  66,791   586   3.51%
Loans (1)(2)  5,946,411   77,826   5.19%  5,422,677   69,283   5.08%
Investment securities available for sale (2)  576,423   3,194   2.20%  429,207   2,177   2.02%
Federal funds sold  6,439   9   0.55%  9,115   9   0.39%
Total interest earning assets  6,897,613   82,370   4.74%  6,266,311   72,431   4.60%
                         
Total noninterest earning assets  292,891           281,784         
Less: allowance for credit losses  61,735           55,821         
Total noninterest earning assets  231,156           225,963         
TOTAL ASSETS $7,128,769          $6,492,274         
                         
LIABILITIES AND SHAREHOLDERS’ EQUITY                        
Interest bearing liabilities:                        
Interest bearing transaction $406,923  $506   0.49% $269,230  $193   0.29%
Savings and money market  2,663,762   4,211   0.63%  2,641,863   2,976   0.45%
Time deposits  866,595   2,516   1.15%  784,834   1,671   0.85%
Total interest bearing deposits  3,937,280   7,233   0.73%  3,695,927   4,840   0.52%
Customer repurchase agreements  73,345   58   0.31%  73,749   39   0.21%
Other short-term borrowings  54,840   164   1.17%  50,013   383   3.00%
Long-term borrowings  216,774   2,979   5.38%  176,321   2,441   5.42%
Total interest bearing liabilities  4,282,239   10,434   0.97%  3,996,010   7,703   0.77%
                         
Noninterest bearing liabilities:                        
Noninterest bearing demand  1,890,673           1,657,907         
Other liabilities  34,364           28,384         
Total noninterest bearing liabilities  1,925,037           1,686,291         
                         
Shareholders’ equity  921,493           809,973         
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $7,128,769          $6,492,274         
                         
Net interest income     $71,936          $64,728     
Net interest spread          3.77%          3.83%
Net interest margin          4.14%          4.11%
Cost of funds          0.60%          0.49%

(1)Loans placed on nonaccrual status are included in average balances. Net loan fees and late charges included in interest income on loans totaled $4.7 million and $4.1 million for the three months ended September 30, 2017 and 2016, respectively.
(2)Interest and fees on loans and investments exclude tax equivalent adjustments.


Three Months Ended March 31,
20242023
Average
Balance
InterestAverage
Yield/Rate
Average
Balance
InterestAverage
Yield/Rate
ASSETS
Interest earning assets:
Interest bearing deposits with other banks and other short-term investments$1,841,771 $24,862 5.43 %$526,506 $5,774 4.45 %
Loans held for sale (1)
— — — %4,093 60 5.95 %
Loans (1) (2)
7,988,941 137,994 6.95 %7,712,023 120,790 6.35 %
Investment securities available for sale (2)
1,516,503 7,247 1.92 %1,660,258 7,811 1.91 %
Investment securities held-to-maturity (2)
1,011,231 5,433 2.16 %1,087,047 5,734 2.14 %
Federal funds sold7,051 66 3.76 %14,890 78 2.12 %
Total interest earning assets12,365,497 175,602 5.71 %11,004,817 140,247 5.17 %
Total noninterest earning assets508,987 495,889 
Less: allowance for credit losses(90,014)(74,650)
Total noninterest earning assets418,973 421,239 
TOTAL ASSETS$12,784,470 $11,426,056 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest bearing liabilities:
Interest bearing transaction$1,833,493 $16,830 3.69 %$1,065,421 $6,107 2.32 %
Savings and money market3,423,388 35,930 4.22 %3,326,807 33,274 4.06 %
Time deposits2,187,320 26,623 4.90 %1,078,227 9,573 3.60 %
Total interest bearing deposits7,444,201 79,383 4.29 %5,470,455 48,954 3.63 %
Customer repurchase agreements36,084 315 3.51 %38,257 302 3.20 %
Borrowings1,796,863 21,206 4.75 %1,321,206 15,967 4.90 %
Total interest bearing liabilities9,277,148 100,904 4.37 %6,829,918 65,223 3.87 %
Noninterest bearing liabilities:
Noninterest bearing demand2,057,460 3,263,670 
Other liabilities160,206 91,490 
Total noninterest bearing liabilities2,217,666 3,355,160 
Shareholders’ Equity1,289,656 1,240,978 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$12,784,470 $11,426,056 
Net interest income$74,698 $75,024 
Net interest spread1.34 %1.30 %
Net interest margin2.43 %2.77 %
Cost of funds (3)
3.58 %2.62 %

Eagle Bancorp, Inc.

Consolidated Average Balances,

(1)Loans placed on nonaccrual status are included in average balances. Net loan fees and late charges included in interest income on loans totaled $5.1 million and $3.7 million for the three months ended March 31, 2024 and 2023, respectively.
(2)Interest Yields and Rates (Unaudited)

(dollarsfees on loans and investments exclude tax equivalent adjustments.

39


(3)Beginning in thousands)

  Nine Months Ended September 30, 
  2017  2016 
  Average Balance  Interest  Average Yield/Rate  Average Balance  Interest  Average Yield/Rate 
ASSETS                  
Interest earning assets:                        
Interest bearing deposits with other banks and other short-term investments $290,366  $2,084   0.96% $254,348  $856   0.45%
Loans held for sale (1)  34,925   1,020   3.89%  47,786   1,288   3.59%
Loans (1)(2)  5,849,832   225,523   5.15%  5,253,742   200,714   5.10%
Investment securities available for sale (2)  541,378   8,854   2.19%  462,408   7,121   2.06%
Federal funds sold  6,163   27   0.59%  9,550   31   0.43%
Total interest earning assets  6,722,664   237,508   4.72%  6,027,834   210,010   4.65%
                         
Total noninterest earning assets  292,700           280,220         
Less: allowance for credit losses  60,416           55,187         
Total noninterest earning assets  232,284           225,033         
TOTAL ASSETS $6,954,948          $6,252,867         
                         
LIABILITIES AND SHAREHOLDERS’ EQUITY                        
Interest bearing liabilities:                        
Interest bearing transaction $366,521  $1,081   0.39% $234,481  $445   0.25%
Savings and money market  2,677,777   12,171   0.61%  2,656,638   8,324   0.42%
Time deposits  795,884   6,214   1.04%  764,099   4,744   0.83%
Total interest bearing deposits  3,840,182   19,466   0.68%  3,655,218   13,513   0.49%
Customer repurchase agreements  70,702   136   0.26%  71,973   115   0.21%
Other short-term borrowings  58,797   441   0.99%  38,873   727   2.46%
Long-term borrowings  216,675   8,937   5.44%  105,005   4,515   5.65%
Total interest bearing liabilities  4,186,356   28,980   0.93%  3,871,069   18,870   0.65%
                         
Noninterest bearing liabilities:                        
Noninterest bearing demand  1,841,645           1,570,586         
Other liabilities  36,130           27,713         
Total noninterest bearing liabilities  1,877,775           1,598,299         
                         
Shareholders’ equity  890,817           783,499         
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $6,954,948          $6,252,867         
                         
Net interest income     $208,528          $191,140     
Net interest spread          3.79%          4.00%
Net interest margin          4.14%          4.23%
Cost of funds          0.58%          0.42%

(1)Loans placed on nonaccrual status are included in average balances. Net loan fees and late charges included in interest income on loans totaled $12.9 million and $11.7 million for the nine months ended September 30, 2017 and 2016, respectively.
(2)Interest and fees on loans and investments exclude tax equivalent adjustments.

the second quarter of 2023, the Company revised its cost of funds methodology to use a daily average calculation where interest expense on interest bearing liabilities is divided by average interest bearing liabilities and average noninterest bearing deposits. Previously, the Company calculated the cost of funds as the difference between yield on earning assets and net interest margin. The cost of funds for the three months ended March 31, 2023 has been recalculated using the current methodology.

Rate/Volume Analysis of Net Interest Income
The rate/volume table below presents the composition of the change in net interest income for the period indicated, as allocated between the change in net interest income due to changes in the volume of average earning assets and interest bearing liabilities, and the changes in net interest income due to changes in interest rates.
Three Months Ended March 31, 2024 Compared With The Three Months Ended March 31, 2023
(dollars in thousands)Change Due to VolumeChange Due to RateTotal Increase (Decrease)
Interest earned on
Loans$4,337 $12,867 $17,204 
Loans held for sale(60)— (60)
Investment securities available-for-sale(676)112 (564)
Investment securities held-to-maturity(400)99 (301)
Interest bearing bank deposits14,424 4,664 19,088 
Federal funds sold(41)29 (12)
Total interest income17,584 17,771 35,355 
Interest paid on
Interest bearing transaction4,403 6,320 10,723 
Savings and money market966 1,690 2,656 
Time deposits9,847 7,203 17,050 
Customer repurchase agreements(17)30 13 
Other borrowings5,675 (436)5,239 
Total interest expense20,874 14,807 35,681 
Net interest income$(3,290)$2,964 $(326)
Provision for Credit Losses

The provision for credit losses represents the amount of expense charged to current earnings to fundrecord the allowance for credit losses.ACL on loans and the ACL on available-for-sale and held-to-maturity investment securities. The amount of the allowanceACL on loans is based on management's assessment of CECL in the portfolio. Those factors include historical losses based on internal and peer data, economic conditions and trends, the value and adequacy of collateral, volume and mix of the portfolio, performance of the portfolio, and internal loan processes of the Company.
The provision for credit losses for unfunded commitments is presented separately on the Consolidated Statements of Operations. This provision considers the probability that unfunded commitments will fund among other factors.
Refer to the discussion under "Critical Accounting Policies and Estimates" in Management's Discussion and Analysis of Financial Condition and Results of Operations above and in Note 1 to the Consolidated Financial Statements in "Item 1 - Financial Information" for an overview of the methodology management employs on a quarterly basis to assess the adequacy of the ACL and the provisions charged to expense. Also, refer to the table in the "Allowance for Credit Losses" section in Management's Discussion and Analysis of Financial Condition and Results of Operations, which reflects activity in the ACL.
During the three months ended March 31, 2024, the Company recorded a provision for credit losses of $35.2 million on its loan portfolio. The provision for credit losses was primarily attributable to an updated valuation for a CRE office property collateralizing a lending relationship with two loans outstanding, the total of which was partially charged off in the first quarter 2024. Additionally, the provision was attributable to an increase in the ACL factor associated with CRE office loans.
40


The provision for credit losses on loans for the three months ended March 31, 2023 was $4.9 million. The provision was primarily driven by adjustments to the qualitative components of the CECL model owing to the high inflationary environment and uncertainty in the macroeconomic outlook and the related changes in economic growth and the broader economy, changes in the qualitative and economic component of the model associated with CRE office properties, as well as the increases in total loans.
During the three months ended March 31, 2024 and 2023, the provision for credit losses for the held-to-maturity securities portfolio was $1 thousand and $1.2 million, respectively, which, in 2023, were recorded primarily on several corporate bonds. During the three months ended March 31, 2023, the provision for credit losses for the available-for-sale securities portfolio was $14 thousand. There was no provision for credit losses on the available-for-sale securities portfolio for the three months ended March 31, 2024.
The provision for unfunded commitments is presented separately on the Consolidated Statements of Operations. This provision considers the probability that unfunded commitments will fund. During the three months ended March 31, 2024 and 2023, provisions of $456 thousand and $848 thousand, respectively, were incurred for unfunded commitments.
Noninterest Income
Noninterest income includes service charges on deposits, gain on sale of loans, gains and losses on sale of investment securities, income from bank owned life insurance ("BOLI") and other income. The following table summarizes the comparative noninterest income for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,
(dollars in thousands)20242023Dollar ChangePercent Change
Service charges on deposits$1,699 $1,510 $189 13 %
Gain on sale of loans— 305 (305)(100)%
Net gain (loss) on sale of investment securities(21)25 (119)%
Increase in the cash surrender value of bank-owned life insurance703 655 48 %
Other income1,183 1,251 (68)(5)%
Total$3,589 $3,700 $(111)(3)%

Total noninterest income for the three months ended March 31, 2024 decreased to $3.6 million from $3.7 million for the three months ended March 31, 2023, a 3% decrease. The decrease was primarily attributable to a decrease in gains on sale of residential mortgage loans, partially offset by an increase in service charges on deposits. The Company ceased originations of first lien residential mortgages for secondary sale in the first quarter of 2023, and completed residual origination and sales activities in the second quarter of 2023.
Noninterest Expense
Total noninterest expense includes salaries and employee benefits, premises and equipment expenses, marketing and advertising, data processing, legal, accounting and professional, Federal Deposit Insurance Corporation ("FDIC") insurance assessments, and other expenses. The following table summarizes the comparative noninterest expense for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,
(dollars in thousands)20242023Dollar ChangePercent Change
Salaries and employee benefits$21,726 $24,174 $(2,448)(10)%
Premises and equipment expenses3,059 3,317 (258)(8)%
Marketing and advertising859 636 223 35 %
Data processing3,293 3,099 194 %
Legal, accounting and professional fees2,507 3,254 (747)(23)%
FDIC insurance6,412 1,486 4,926 331 %
Other expenses2,141 4,618 (2,477)(54)%
Total$39,997 $40,584 $(587)(1)%
41



Total noninterest expense totaled $40.0 million for the three months ended March 31, 2024, as compared to $40.6 million for the three months ended March 31, 2023, a 1% decrease. The decrease was primarily attributable to a $2.5 million reduction in other expenses, a $2.4 million reduction in salaries and employee benefits, and a $747 thousand reduction in legal, accounting and professional fees. This total of these reductions to expense was partially offset by a $4.9 million increase in FDIC insurance.
The decrease in salaries and employee benefits over the comparative three months ended March 31, 2024 and 2023 was primarily due to a reduction in payroll taxes and employee benefits. At March 31, 2024, the Company's full time equivalent staff numbered 451, as compared to 486 at March 31, 2023.
The decrease in legal, accounting and professional fees over the comparative three months ended March 31, 2024 and 2023 was primarily due to a $959 thousand reversal of legal fees receivable in the first quarter of 2023 relating to the previously disclosed settled litigations and investigations as Directors & Officers insurance for the 2016-2017 years was fully depleted.
The major components of other expenses include franchise taxes, director compensation and insurance expense. The decrease in other expenses over the comparative three months ended March 31, 2024 and 2023 was primarily due to a reduction in director fees of $1.3 million and a $857 thousand recovery of real estate taxes.
The efficiency ratio, which measures the ratio of noninterest expense to total revenue, was 51.09% for the three months ended March 31, 2024, as compared to 51.55% for the same period in 2023. Refer to the "Use of Non-GAAP Financial Measures" section for additional detail and a reconciliation of GAAP to non-GAAP financial measures. The improvement in the efficiency ratio for the three months ended March 31, 2024 as compared to the same three month period in 2023 was primarily driven by the decrease in noninterest expenses outpacing the decreases in net interest income and noninterest income.
As a percentage of average assets, total noninterest expense (annualized) was 1.26% for the three months ended March 31, 2024, as compared to 1.44% for the same period in 2023. The decrease for the three month period ended March 31, 2024 was primarily due to an increase in average interest earning assets.
Income Tax Expense
The Company's tax provision for the three months ended March 31, 2024 was $3.0 million, compared to $6.9 million for the three months ended March 31, 2023. The decrease in the tax provision over the comparative three months ended March 31, 2024 and 2023 was primarily due to decreases in pre-tax income period over period.
The Inflation Reduction Act of 2022 was signed into law by President Biden on August 16, 2022 and made significant changes to the U.S. tax law, including the introduction of a corporate alternative minimum tax of 15% of the “adjusted financial statement income” of certain domestic corporations as well as a 1% excise tax on the fair market value of stock repurchases by certain domestic corporations, effective for tax years beginning in 2023. Effective January 1, 2023, the Company became subject to the tax laws under the Inflation Reduction Act. The Company has not experienced and currently does not expect the tax-related provisions of the Inflation Reduction Act to have a material impact on our financial results.
FINANCIAL CONDITION
Summary
Total assets were $11.6 billion and $11.7 billion at March 31, 2024 and December 31, 2023, respectively. Assets remained at similar levels from December 31, 2023 to March 31, 2024 with minor changes in the asset mix. The decrease in total assets of $51.9 million (or 0.4%) from December 31, 2023 to March 31, 2024 was primarily due to decreases in investment securities and interest-bearing deposits with other banks and other short-term investments, the total of which was partially offset by an increase in loans.
The largest component of assets, total loans, had an amortized cost basis of $8.0 billion at March 31, 2024, a 0.2% increase from the balance at December 31, 2023. The increase in loans over the three months ended March 31, 2024, was driven primarily byincreased fundings of ongoing construction projects for commercial and residential properties, partially offset by decreases in income producing - CRE, owner occupied - CRE and commercial loans.
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Investment securities, at amortized cost net of the ACL, totaled $2.6 billion at March 31, 2024 as compared to $2.7 billion at December 31, 2023, a decrease of $69.7 million, or 2.6%, that was primarily driven by the pay down of principal on mortgage-backed securities ("MBS") and calls of securities. At March 31, 2024 and December 31, 2023, investment securities available-for-sale had an amortized cost of $1.6 billion and $1.7 billion, respectively, and a fair value of $1.4 billion and $1.5 billion, respectively. Additionally, March 31, 2024 and December 31, 2023, investment securities held-to-maturity had an amortized cost, less an ACL of $2.0 million, of $1.0 billion and an estimated fair value of $878.2 million and $901.6 million, respectively.
In terms of funding, total deposits at March 31, 2024 were $8.5 billion, down from $8.8 billion at December 31, 2023, a decline of 3.5%. Total borrowings (excluding customer repurchase agreements) were $1.7 billion and $1.4 billion at March 31, 2024 and December 31, 2023, respectively. The decrease in deposits was primarily attributable to first quarter seasonality, while the increase in borrowings, attributable to net fundings on the Company's secured borrowings, was primarily to meet funding needs, including to fund loan growth, given the decrease in deposits.
Total shareholders' equity remained consistent at $1.3 billion as of March 31, 2024, and December 31, 2023. During the three months ended March 31, 2024, there was a slight decrease of 1.2%, which was primarily the result of cash dividends and the decrease in earnings.
The Company's capital ratios remain substantially in excess of regulatory minimum and buffer requirements. Regulatory ratios based on risk-weighted assets experienced minor fluctuations of less than 1% from December 31, 2023 to March 31, 2024. The total risk based capital ratio was 14.87% at March 31, 2024, as compared to 14.79% at December 31, 2023. The common equity tier 1 capital ("CET1") risk based capital ratio was 13.80% at March 31, 2024, as compared to 13.90% at December 31, 2023. The tier 1 risk based capital ratio was 13.80% at March 31, 2024, as compared to 13.90% at December 31, 2023. The tier 1 leverage ratio was 10.26% at March 31, 2024, as compared to 10.73% at December 31, 2023.
The ratio of common equity to total assets was 10.85% at March 31, 2024, as compared to 10.92% at December 31, 2023 as common equity levels remained consistent over the three months ended March 31, 2024. Book value per share was $41.72 at March 31, 2024, a 2.0% decrease over $42.58 at December 31, 2023.
In addition, the tangible common equity ratio was 10.03% at March 31, 2024, as compared to 10.12% at December 31, 2023. Tangible book value per share was $38.26 at March 31, 2024, a 2.1% decrease from $39.08 at December 31, 2023. Refer to the "Use of Non-GAAP Financial Measures" section for additional detail and a reconciliation of GAAP to non-GAAP financial measures.
In order to be considered well-capitalized, the Bank must have a CET1 risk based capital ratio of 6.5%, a Tier 1 risk-based ratio of 8.0%, a total risk-based capital ratio of 10.0% and a leverage ratio of 5.0%. The Company and the Bank exceed all these requirements and satisfy the capital conservation buffer of 2.5% of CET1 capital. Failure to maintain the required capital conservation buffer would limit the ability of the Company and the Bank to pay dividends, repurchase shares or pay discretionary bonuses.
Loan Portfolio
In its lending activities, the Company seeks to develop and expand relationships with clients whose businesses and individual banking needs will grow with the Bank. Superior customer service, local decision making, and accelerated turnaround time from application to closing have been significant factors in growing the loan portfolio and meeting the lending needs in the markets served, while maintaining sound asset quality.
Loans outstanding were $8.0 billion at March 31, 2024, an increase of $14.0 million, or 0.2%, from the balance at December 31, 2023. The loan portfolio has continued to grow in the three months ended March 31, 2024, driven by increased fundings of ongoing construction projects for commercial and residential properties, partially offset by a reduction in CRE loans. Market rates in 2024 for our new loan originations remained consistent with the market rates at the end of 2023, reflecting that the Federal Reserve has not raised short-term interest rates in 2024. We continue to see opportunities for growth in the commercial real estate market in our focused sectors; our processes for evaluating these opportunities are designed to ensure they are subject to reasonable underwriting standards, including appropriate collateral and cash flow necessary to support debt service. Following origination, we continue to monitor our borrowers' business plans and identify primary and alternative sources for loan repayment and, if necessary, obtain collateral to mitigate credit loss in the event of default.
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Loans, net of amortized deferred fees and costs, at March 31, 2024 and December 31, 2023 by major category are summarized below.
March 31, 2024December 31, 2023
(dollars in thousands, except amounts in the footnote)Amount%Amount%
Commercial$1,408,767 18 %$1,473,766 18 %
PPP loans467 — %528 — %
Income producing - commercial real estate4,040,655 50 %4,094,614 51 %
Owner occupied - commercial real estate1,185,582 15 %1,172,239 15 %
Real estate mortgage - residential72,087 %73,396 %
Construction - commercial and residential1,082,556 13 %969,766 12 %
Construction - C&I (owner occupied)138,379 %132,021 %
Home equity53,251 %51,964 %
Other consumer958 — %401 — %
Total loans7,982,702 100 %7,968,695 100 %
Less: allowance for credit losses(99,684)(85,940)
Loans, net (1)
$7,883,018 $7,882,755 
(1)Excludes accrued interest receivable of $46.3 million and $45.3 million at March 31, 2024 and December 31, 2023, respectively, which is recorded in other assets.
As noted above, a significant portion of the loan portfolio consists of commercial, construction and commercial real estate loans, primarily made in the Washington, D.C. metropolitan area, and is secured by real estate or other collateral in that market. Although these loans are made to a diversified pool of unrelated borrowers across numerous businesses, adverse developments in the Washington, D.C. metropolitan real estate market could continue to have an adverse impact on this portfolio of loans and the Company’s income and financial position. Management believes that the CRE concentration risk is mitigated by diversification among the types and characteristics of real estate collateral properties, sound underwriting practices and ongoing portfolio monitoring and market analysis. While our basic market area is the Washington, D.C. metropolitan area, the Bank has made loans outside that market area where the applicant is an existing customer and the nature and quality of such loans was consistent with the Bank’s lending policies.
The Company's concentration in the Washington, D.C. metro area includes "Washington's Maryland Suburbs," which comprise Frederick, Prince George's and Montgomery counties and "Northern Virginia," which comprises Alexandria, Arlington, Falls Church, Fairfax, Loudoun and Prince William counties. At March 31, 2024, 31.8%, 26.9%, 24.2%, 5.4% and 11.7% of the loan portfolio, as a percentage of total amortized cost, was concentrated in Washington D.C., Washington's Maryland Suburbs, Northern Virginia, other counties in Maryland and other locations in the United States, respectively. At December 31, 2023, 31.5%, 26.4%, 25.1%, 5.5% and 11.5% of the loan portfolio, as a percentage of total amortized cost, was concentrated in Washington D.C., Washington's Maryland Suburbs, Northern Virginia, other counties in Maryland and other locations in the United States, respectively. While we remain cautious with regard to CRE market conditions, principally office, the strength of the Washington D.C. metro area in certain sectors, particularly multi-family CRE and the housing market, continue to drive premiums for well-located properties.
As part of its lending strategy, the Company maintains a substantial portfolio of CRE loans, with $6.2 billion and $6.1 billion, or 77.1% and 77.0% of total loans, of amortized cost outstanding at March 31, 2024 and December 31, 2023, respectively. Management meets regularly in order to monitor its existing CRE loan portfolio and to evaluate the pipeline for CRE loan investment. The Company has remained focused on monitoring sectors that have had a lasting impact from the ramifications of the COVID-19 pandemic, particularly income producing CRE loans collateralized by office properties, which comprised approximately $898.7 million and $949.0 million, or 11.2% and 11.9% of total loans, at March 31, 2024 and December 31, 2023, respectively. Office loans within Washington D.C., Washington's Maryland Suburbs and Northern Virginia were $829.5 million and $879.0 million, or 10.4% and 11.0% of total loans, at March 31, 2024 and December 31, 2023, respectively. As a percentage of total income producing - CRE office loans, 37.4%, 31.4% and 23.5% were located in Washington's Maryland Suburbs, Northern Virginia, and Washington, D.C. at March 31, 2024.
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The following table summarizes the Company's income producing - commercial real estate loans, at principal, at March 31, 2024:
MarylandVirginia
(dollars in thousands)Washington D.C.Washington SuburbsOtherNorthern VirginiaOtherOtherTotalPercent of Total
Collateral Type:
Hotel & motel$138,330 $85,641 $83,327 $66,982 $— $22,129 $396,409 10 %
Industrial5,854 78,924 40,898 19,713 3,815 — 149,204 %
Mixed use265,432 45,969 372 54,511 25,793 5,380 397,457 10 %
Multifamily384,408 214,415 320 72,131 84,636 47,877 803,787 20 %
Office211,181 336,043 4,349 282,297 64,823 47 898,740 22 %
Retail82,279 97,738 62,018 77,094 99,788 1,938 420,855 10 %
Single / 1-4 Family & Res. Condo73,737 2,775 2,543 14,496 6,554 4,080 104,185 %
Other155,520 188,186 39,918 459,291 9,355 27,255 879,525 22 %
Total$1,316,741 $1,049,691 $233,745 $1,046,515 $294,764 $108,706 $4,050,162 100 %
Percent of total32 %26 %%26 %%%100 %
Percent of Principal by Loan Size:
Less than $1 million29 %23 %45 %26 %30 %34 %
$1 million to $15 million16 %16 %%10 %%%
$5 million to $10 million%%— %10 %35 %49 %
$10 million to $25 million25 %37 %43 %26 %24 %%
$25 million to $50 million18 %17 %%14 %%— %
Greater than $50 million%— %— %14 %— %— %
Total100 %100 %100 %100 %100 %100 %
At March 31, 2024, $248.9 million of principal of loans collateralized by office properties were criticized or classified.
At March 31, 2024, the Company had no concentrations of loans with any one borrower in any one industry exceeding 10% of its total loan portfolio. An industry for this purpose is defined as a group of businesses that are engaged in similar activities and have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions.
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The following table sets forth the time to the final contractual maturity of the loan portfolio as of March 31, 2024:
March 31, 2024
(dollars in thousands)Total
One Year or Less (1)
Over One Year to Five YearsOver Five Years to Fifteen YearsOver Fifteen Years
Commercial$1,408,767 $356,329 $879,193 $169,699 $3,546 
PPP loans467 — 467 — — 
Income producing - commercial real estate (2)
4,040,655 1,499,809 2,218,712 322,134 — 
Owner occupied - commercial real estate1,185,582 211,602 442,072 308,355 223,553 
Real estate mortgage - residential72,087 16,956 43,995 487 10,649 
Construction - commercial and residential1,082,556 289,929 755,137 7,689 29,801 
Construction - C&I (owner occupied)138,379 24,314 18,586 36,681 58,798 
Home equity53,251 2,331 2,192 1,092 47,636 
Other consumer958 771 — — 187 
Total loans$7,982,702 $2,402,041 $4,360,354 $846,137 $374,170 
Loans with:
Predetermined fixed interest rate$3,132,625 $963,405 $1,668,486 $403,587 $97,147 
Floating or adjustable interest rate4,850,077 1,438,636 2,691,868 442,550 277,023 
Total loans$7,982,702 $2,402,041 $4,360,354 $846,137 $374,170 
(1)Demand loans, having no contractual maturity, and overdrafts are reported as due in one year or less.
(2)Income producing CRE office loans, which had total principal of $898.7 million at March 31, 2024 and are included within income producing - commercial real estate, had principal of $323.8 million, $559.8 million, and $15.1 million aggregated with one year or less, over one year to five years, and over five years to fifteen years remaining until contractual maturity, respectively. Approximately $107.8 million and $368.8 million of income producing CRE office loans as of March 31, 2024 were due to mature within three months and 18 months, respectively.
Allowance for Credit Losses
The ACL is an estimate based on many factors which reflect management’s assessment of the risk in the loan portfolio. Those factors include historical losses, economic conditions and trends, the value and adequacy of collateral, volume and mix of the portfolio, performance of the portfolio and internal loan processes of the Company and Bank.

Management has developed a comprehensive analytical process to monitor the adequacy A full discussion of the allowanceaccounting for credit losses. The process and guidelines were developed utilizing, among other factors, the guidance from federal banking regulatory agencies. The results of this process,ACL is contained in combination with conclusions of the Bank’s outside loan review consultant, support management’s assessment asNote 1 to the adequacy ofConsolidated Financial Statements and activity in the allowance atACL is contained in Note 4 to the balance sheet date. PleaseConsolidated Financial Statements. Also, please refer to the discussion under the caption “Critical Accounting Policies”"Provision for an overviewCredit Losses" for a discussion of the methodology management employs on a quarterly basis to assess the adequacyCompany's calculation of the allowance and the provisions charged to expense. Also, refer to the table at page 60, which reflects activity in the allowanceprovision for credit losses.

Duringlosses during the three months ended September 30, 2017, the allowanceMarch 31, 2024 and 2023.

The ACL for credit losses increased $1.9loans at March 31, 2024, or $99.7 million, reflected a $13.7 million increase from December 31, 2023, or $85.9 million, reflecting $1.9 million ina provision for credit losses of $35.2 million and $2 thousand$21.4 million in net charge-offs during the period. The provision for credit losses was $1.9 millionthree months ended March 31, 2024. Net charge-offs, on an annualized basis, represented 1.07% of average loans for the three months ended September 30, 2017 as compared to $2.3 million for the same period in 2016. The lower provisioning in the third quarter of 2017, as compared to the third quarter of 2016, is primarily due to lowerMarch 31, 2024, an increase from net charge-offs and to overall improved asset quality. Net charge-offs of $2$975 thousand induring the third quarter of 2017three months ended March 31, 2023, which represented an annualized 0.00%0.05% of average loans, excluding loans held for sale, on an annualized basis. Net charge-offs during the three months ended March 31, 2024 included $20.6 million of charge offs on one CRE office lending relationship. At March 31, 2024, the ACL for loans represented 1.25% of total loans outstanding, as compared to $2.0 million, or an annualized 0.14%1.08% at December 31, 2023. The ACL represented 109% of averagenonperforming loans excluding loans heldat March 31, 2024, as compared to 131% at December 31, 2023. Refer to the "Provision for sale, inCredit Losses" section of Management's Discussion and Analysis of Financial Condition and Results of Operations for more information on the third quarter of 2016.

During the nine months ended September 30, 2017, the allowance for credit losses increased $3.9 million, reflecting $4.9 million in provision for credit losses and $991 thousand in net charge-offs during the period. The provision for credit losses was $4.9 million for the nine months ended September 30, 2017 as compared to $9.2 million for the nine months ended September 30, 2016. The lower provisioning in the first nine months of 2017, as compared to the first nine months of 2016, is due to a combination of lower net-charge-offs, lower loan growth, as net loans increased $406.3 million during the first nine months of 2017, as compared to an increase of $483.6 million during the same period in 2016, and to overall improved asset quality. Net charge-offs of $991 thousand in the first nine months of 2017 represented an annualized 0.02% of average loans, excluding loans held for sale, as compared to $5.0 million or an annualized 0.13% of average loans, excluding loans held for sale, in the first nine months of 2016.

losses.

As part of its comprehensive loan review process, the Bank’s Board of Directors and LoanRisk Committee or Credit Review Committee carefully evaluateevaluates loans which are past-duepast due 30 days or more. The Committees make a thoroughCommittee makes an assessment of the conditions and circumstances surrounding each delinquent loan.and potential problem loans. The Bank’s loan policy requires that loans be placed on nonaccrual if they are ninety90 days past-due,past due or if their collection is deemed to be doubtful, unless they are well secured and in the process of collection. Additionally,The Credit Administration specificallydepartment analyzes the status of development and construction projects, including sales activities and utilization of interest reserves in order to carefully and prudently assess potential increased levels of risk requiringwhich may require additional reserves.

46


The maintenanceCompany believes it has taken a prudent posture with respect to risk rating its loan portfolio. As of March 31, 2024 and December 31, 2023, loans rated special mention had an amortized cost of $265.3 million and $207.1 million, respectively, and loans rated substandard had an amortized cost of $361.8 million and $335.8 million, respectively. The increases in special mention loans were primarily attributable to additions in CRE loans, particularly in income producing - commercial real estate and commercial construction loans, and commercial loans. At March 31, 2024, 97.5% and $73.9% of special mention and substandard loans, respectively, were current. Based upon their status as potential problem loans, loans risk rated special mention or substandard receive heightened scrutiny and ongoing intensive risk management. Additionally, the Company's loan loss allowance methodology incorporates increased reserve factors for certain loans considered potential problem loans as compared to the general portfolio.
Management, being aware of the loan growth experienced by the Bank and the risks facing CRE, is intent on maintaining strong portfolio management and a high qualitystrong risk rating process. The Bank provides analysis of credit requests and the management of problem credits. The Bank has developed and implemented analytical procedures for evaluating credit requests, has refined the Company’s risk rating system and has adopted enhanced monitoring of the loan portfolio with an adequate allowance for possible credit losses, will continueand the adequacy of the ACL, in particular on its CRE and construction loans (including those collateralized by office properties). These analyses include stress testing. Additionally, fair value assessments of loans acquired are included in our analytical procedures. The loan portfolio analysis process is ongoing and proactive to besupport the Company's objective of maintaining a primary management objective forportfolio of quality credits and quickly identifying weaknesses before they become more severe.
At March 31, 2024 and December 31, 2023, the Company.

Company's performing office coverage ratio, which calculates the ACL attributable to loans collateralized by performing office properties as a percentage of total loans, was 3.67% and 1.91%, respectively.

The following table sets forth activity in the allowance for credit lossesACL for the periods indicated.

 Nine Months Ended September 30, 
(dollars in thousands) 2017  2016 
Balance at beginning of period $59,074  $52,687 
Charge-offs:        
Commercial  659   2,802 
Income producing - commercial real estate  1,470   2,342 
Owner occupied - commercial real estate      
Real estate mortgage - residential      
Construction - commercial and residential  39    
Construction - C&I (owner occupied)      
Home equity     217 
Other consumer  98   37 
Total charge-offs  2,266   5,398 
         
Recoveries:        
Commercial  675   93 
Income producing - commercial real estate  80   14 
Owner occupied - commercial real estate  2   2 
Real estate mortgage - residential  5   5 
Construction - commercial and residential  491   207 
Construction - C&I (owner occupied)      
Home equity  4   11 
Other consumer  18   24 
Total recoveries  1,275   356 
Net charge-offs  991   5,042 
Provision for Credit Losses  4,884   9,219 
Balance at end of period $62,967  $56,864 
         
Annualized ratio of net charge-offs during the period  to average loans outstanding during the period  0.02%  0.13%

Three Months Ended March 31,
(dollars in thousands)20242023
Balance at beginning of period$85,940 $74,444 
Charge-offs:
Commercial(496)(868)
Income producing - commercial real estate(20,943)— 
Construction - commercial and residential(129)(136)
Other consumer(1)(50)
Total charge-offs(21,569)(1,054)
Recoveries:
Commercial115 76 
Owner occupied - commercial real estate24 — 
Other consumer— 
Total recoveries139 79 
Net charge-offs(21,430)(975)
Provision for credit losses - loans35,174 4,908 
Balance at end of period$99,684 $78,377 
Annualized ratio of net charge-offs during the period to average loans outstanding during the period1.07 %0.05 %
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The following table reflects the allocation of the allowance for credit lossesACL at the dates indicated. The allocation of the allowance at March 31, 2024 includes ACL of $387 thousand against individually assessed loans of $92.1 million, as compared to ACL of $641 thousand against individually assessed loans of $66.1 million at December 31, 2023. The allocation of the allowance to each category is not necessarily indicative of future losses or charge-offs and does not restrict the use of the allowance to absorb losses in any category.

  September 30, 2017  December 31, 2016  September 30, 2016 
(dollars in thousands) Amount  % (1)  Amount  % (1)  Amount  % (1) 
Commercial $11,844   20% $14,700   21% $12,761   21%
Income producing - commercial real estate  22,375   48%  21,105   44%  20,509   46%
Owner occupied - commercial real estate  5,462   12%  4,010   12%  4,261   11%
Real estate mortgage - residential  957   2%  1,284   3%  1,110   3%
Construction - commercial and residential  19,686   15%  15,002   16%  14,681   15%
Construction - C&I (owner occupied)  1,200   1%  1,485   2%  1,833   2%
Home equity  1,097   2%  1,328   2%  1,369   2%
Other consumer  346      160      340    
Total allowance $62,967   100% $59,074   100% $56,864   100%

(1) Represents the percent of loans in each category to total loans.


March 31, 2024December 31, 2023
(dollars in thousands)Amount% of Total ACL% of Total LoansAmount% of Total ACL% of Total Loans
Commercial$23,682 24 %18 %$17,824 21 %18 %
Income producing - commercial real estate45,937 46 %50 %40,050 47 %51 %
Owner occupied - commercial real estate13,537 13 %15 %14,333 16 %15 %
Real estate mortgage - residential893 %%861 %%
Construction - commercial and residential13,058 13 %13 %10,198 12 %12 %
Construction - C&I (owner-occupied)1,929 %%1,992 %%
Home equity618 %%657 %%
Other consumer30 — %— %25 — %— %
Total allowance$99,684 100 %100 %$85,940 100 %100 %

Nonperforming Assets

As shown in the table below, the Company’s

The Company's level of nonperforming assets, which is comprisedcomprise the amortized cost of loans delinquent 90 days or more and nonaccrual loans, which includes the nonperforming portion of TDRs,loan modifications, and the carrying value of OREO, totaled $18.0$92.3 million at September 30, 2017March 31, 2024 representing 0.24%0.79% of total assets, as compared to $20.6$66.6 million of nonperforming assets, or 0.30%0.57% of total assets, at December 31, 2016 and $27.5 million of2023. The increase is primarily due to the increase in nonperforming assets, or 0.41% of total assets, at September 30, 2016. loans discussed below.
The Company had no accruing loans 90 days or more past due at September 30, 2017,March 31, 2024 or December 31, 2016 or September 30, 2016.2023. Management remainsprioritizes remaining attentive to early signs of deterioration in borrowers’ financial conditions and to taking the appropriate action designed to mitigate risk. Furthermore, theThe Company places loans on nonaccrual status if it deems collection to be doubtful. The Company believes it is diligent in placing loans on nonaccrual status and believes, based on its loan portfolio risk analysis, that its allowance for credit losses,ACL, at 1.03%1.25% of total loans at September 30, 2017,March 31, 2024, is adequate to absorb potentialexpected credit losses within the loan portfolio at that date.

Included

Total nonperforming loans had an amortized cost of $91.5 million at March 31, 2024, representing 1.15% of total loans, compared to $65.5 million at December 31, 2023, representing 0.82% of total loans. The increase was primarily from the addition of two income-producing commercial real estate loans to non-accruing status following a partial charge-off on the combined balances.
The CECL standard allows for institutions to evaluate individual loans in nonperformingthe event that the asset does not share similar risk characteristics with its original segmentation. This can occur due to credit deterioration, increased collateral dependency or other factors leading to impairment. In particular, the Company individually evaluates loans on nonaccrual and those identified as loan modifications to borrowers experiencing financial difficulties, though it may individually evaluate other loans or groups of loans as well if it determines they no longer share similar risk with their assigned segment. Reserves on individually assessed loans are determined by one of two methods: the fair value of collateral or the discounted cash flow. Fair value of collateral is used for loans determined to be collateral dependent, and the fair value represents the net realizable value of the collateral, adjusted for sales costs, commissions, senior liens, etc. Discounted cash flow is used on loans that are not collateral dependent where structural concessions have been made and continuing payments are expected. The continuing payments are discounted over the expected life at the loan’s original contract rate and include adjustments for risk of default.
48


Nonperforming assets areinclude loans that the Company considers to be impaired. Impairedindividually assessed. Individually assessed loans are defined as those as to which we believe it is probable that we will not collect all amounts due according to the contractual terms of the loan agreement, as well as those loans whose terms have been modified in a TDRloan restructuring to a borrower experiencing financial difficulties that havehas not shown a period of performance as required under applicable accounting standards. Valuation allowances for those loans determined to be impairedLoans that do not share risk characteristics are evaluated in accordance with ASC Topic 310—”Receivables,” and updated quarterly.on an individual basis. For collateral dependent impaired loans,financial assets where the carrying amountCompany has determined that foreclosure of the loancollateral is determinedprobable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by current appraisedwhich the amortized cost basis of the financial asset exceeds the net present value less estimated costs("NPV") from the operation of the collateral. When repayment is expected to sellbe from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the fair value of the underlying collateral whichless estimated cost to sell. The ACL may be adjusted downward under certain circumstances for actual events and/or changes in market conditions. For example, current average actual selling prices less average actual closing costs on an impaired multi-unit real estate project may indicatezero if the need for an adjustment in the appraised valuationfair value of the project, which in turn could increasecollateral at the associated ASC Topic 310 specific reserve formeasurement date exceeds the loan.amortized cost basis of the financial asset. Generally, all appraisals associated with impairedindividually assessed loans are updated on a not less than annual basis.

Loans are considered

The Company evaluates loan modifications according to have been modifiedthe accounting guidance for loan modifications to determine if the modification results in a TDR when, duenew loan or a continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a borrower’s financial difficulties,direct change in the Company makes unilateral concessions to the borrower that it would not otherwise consider. Concessions couldtiming or amount of contractual cash flows include situations where there is principal forgiveness, interest rate reductions, principalother-than-insignificant payment delays, term extensions, and combinations of the listed modifications. A loan that is considered a restructured loan may be subject to an individually evaluated loan analysis if the commitment is $1.0 million or interest forgiveness, forbearance,greater; otherwise, the restructured loan remains in the appropriate segment in the ACL model and other actions intendedassociated reserves are adjusted based on changes in the discounted cash flows resulting from the modification of the restructured loan. Management strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status, foreclosure or repossession of the collateral to minimize economic loss to the Company.
Commercial and consumer loans modified are closely monitored for delinquency as an early indicator of possible future default. If loans modified in a loan restructuring subsequently default, the Company evaluates the loan for possible further impairment. The allowance may be increased, adjustments may be made in the allocation of the allowance, or partial charge-offs may be taken to avoid foreclosure or repossessionfurther write-down the carrying value of collateral. the loan.
During the three months ended March 31, 2024, the Bank modified 11 loans with a total amortized cost of $85.0 million at March 31, 2024 (1.1% of the loan portfolio). These loans received extended loan terms of between approximately one to 12 months.
Loans modified in the preceding twelve months totaled $237.5 million, of which approximately $8.0 million are loans 30-89 days past due and $85.3 million are on non-accrual status. All other loans are performing under their modified terms.
Alternatively, management, from time-to-time and in the ordinary course of business, implements renewals, modifications, extensions and/or changes in terms of loans to borrowers who have the ability to repay on reasonable market-based terms, as circumstances may warrant. Suchwarrant, and therefore, such modifications are not considered to be TDRsloan restructurings to a borrower experiencing financial difficulty, as the accommodation of a borrower’sborrower's request does not rise to the level of a concession if the modified transaction is at market rates and terms and/or the borrower is not experiencing financial difficulty. For example: (1) adverse weather conditions may create a short term cash flow issue for an otherwise profitable retail business which suggests a temporary interest only period on an amortizing loan; (2) there may be delays in absorption on a real estate project which reasonably suggests extension of the loan maturity at market terms; or (3) there may be maturing loans to borrowers with demonstrated repayment ability who are not in a position at the time of maturity to obtain alternate long-term financing. The most common change in terms provided by the Company is an extension of an interest only term. The determination of whether a restructured loan is a TDR requires consideration of all of the facts and circumstances surrounding the change in terms, and the exercise of prudent business judgment. The Company had thirteen TDR’s at September 30, 2017 totaling approximately $13.2 million. Nine of these loans, totaling approximately $12.3 million, are performing under their modified terms. During the nine months of 2017, there was one default on a $237 thousand restructured loan which was charged off, as compared to the same period in 2016, which had one default on a $5.0 million restructured loan. A default is considered to have occurred once the TDR is past due 90 days or more or it has been placed on nonaccrual. There were two nonperforming TDRs totaling $588 thousand reclassified to nonperforming loans during the nine months ended September 30, 2017. There was one nonperforming TDR totaling $5.0 million reclassified to nonperforming loans during the nine months ended September 30, 2016. Commercial and consumer loans modified in a TDR are closely monitored for delinquency as an early indicator of possible future default. If loans modified in a TDR subsequently default, the Company evaluates the loan for possible further impairment. The allowance may be increased, adjustments may be made in the allocation of the allowance, or partial charge-offs may be taken to further write-down the carrying value of the loan. There were two loans totaling $251 thousand modified in a TDR during the three months ended September 30, 2017, as compared to the three months ended September 30, 2016 which had one loan totaling $801 thousand modified in a TDR.

Total nonperforming loans amounted to $16.6 million at September 30, 2017 (0.27% of total loans), compared to $17.9 million at December 31, 2016 (0.31% of total loans) and $22.3 million at September 30, 2016 (0.41% of total loans). The decrease in the ratio of nonperforming loans to total loans at September 30, 2017 as compared to September 30, 2016 was due to a decrease in the level of nonperforming loans.


Included in nonperforming assets at September 30, 2017 was $1.4 millionOREO of OREO, consisting of one foreclosed property. The Company had three$773 thousand, comprising four foreclosed properties, with a net carrying value of $2.7at March 31, 2024 and $1.1 million, comprising two foreclosed properties, at December 31, 2016 and three foreclosed properties with a net carrying value of $5.2 million at September 30, 2016.2023. OREO properties are carried at the lower of cost or fair value less estimated costs to sell.

49


It is the Company’sCompany's policy to obtain third party appraisals prior to foreclosure, and to obtain updated third party appraisals on OREO properties generally not less frequently than annually. Generally, the Company would obtain updated appraisals or evaluations on OREO properties where it has reason to believe, based upon market indications (such asas: comparable sales, a scenario in which the Company is considering legitimate offers below carrying value, broker indications and similar factors), that the current appraisal does not accurately reflect current value. During the first nine months of 2017, three foreclosedTwo OREO properties with a net carrying value of $2.5 million were sold for a net loss of $301 thousand. The decrease in OREO forduring the ninethree months ended September 30, 2017, as compared toMarch 31, 2024, generating proceeds of $656 thousand. There were no sales of OREO property during the same period in 2016 is due to the sale of two OREO properties.

three months ended March 31, 2023.

The following table shows the amounts of nonperforming assets, including loans at amortized cost and OREO at the dates indicated.

  September 30,  December 31, 
(dollars in thousands) 2017  2016  2016 
Nonaccrual Loans:            
Commercial $3,242  $2,986  $2,521 
Income producing - commercial real estate  880   10,098   10,508 
Owner occupied - commercial real estate  6,570   2,103   2,093 
Real estate mortgage - residential  301   562   555 
Construction - commercial and residential  4,930   6,412   2,072 
Construction - C&I (owner occupied)         
Home equity  594   113    
Other consumer  92      126 
Accrual loans-past due 90 days         
Total nonperforming loans (1)  16,609   22,274   17,875 
Other real estate owned  1,394   5,194   2,694 
Total nonperforming assets $18,003  $27,468  $20,569 
             
Coverage ratio, allowance for credit losses to total nonperforming loans  379.11%  255.29%  330.49%
Ratio of nonperforming loans to total loans  0.27%  0.41%  0.31%
Ratio of nonperforming assets to total assets  0.24%  0.41%  0.30%

(1)Nonaccrual loans reported in the table above include loans that migrated from performing troubled debt restructuring. There were two loans totaling $588 thousand that migrated from performing TDRs during the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016 where there was one loan totaling $5.0 million that migrated from performing TDR.

lower of cost or fair value less estimated costs to sell:

(dollars in thousands)March 31, 2024December 31, 2023
Nonaccrual Loans:    
Commercial$1,920 $2,049 
Income producing - commercial real estate67,602 40,926 
Owner occupied - commercial real estate19,798 19,836 
Real estate mortgage - residential1,934 1,946 
Construction - commercial and residential— 525 
Home equity237 242 
Other consumer— — 
Total nonperforming loans91,491 65,524 
Other real estate owned773 1,108 
Total nonperforming assets$92,264 $66,632 
Coverage ratio, allowance for credit losses to total nonperforming loans109 %131 %
Ratio of nonperforming loans to total loans1.15 %0.82 %
Ratio of nonperforming assets to total assets0.79 %0.57 %

Significant variation in the amount of nonperforming loans may occur from period to period because the amount of nonperforming loans depends largely on the condition of a relatively small number of individual credits and borrowers relative to the total loan portfolio.

At September 30, 2017,March 31, 2024, there were $18.8$361.8 million of performingSubstandard loans. Substandard loans are considered potential or actual problem loans defined as loans that are not included in the 90 day past due nonaccrual or restructured categories, but for whichto known information about possible or actual credit problems which causes management to be uncertain as to the ability of the borrowers to comply with the present loan repayment terms, which may in the future result in disclosure inthe reclassification to the past due, nonaccrual or restructured loan categories. The $18.8 million in potential problem loans at September 30, 2017 compared to $16.9 million at December 31, 2016, and $8.7 million at September 30, 2016. The Company has taken a conservative posture with respect to risk rating its loan portfolio.categories, as appropriate. Based upon their status as potential or actual problem loans, these loans receive heightened scrutiny and ongoing intensive risk management. Additionally, the Company’s loan loss allowance methodology incorporates increased reserve factors for certain loans considered potential problem loans as compared to the general portfolio. See “Provision for Credit Losses” for a description of the allowance methodology.


Noninterest Income

Total noninterest income includes service charges on deposits, gain on sale of loans, gain on sale of investment securities, loan servicing income, income from BOLI and other income.

Total noninterest income for the three months ended September 30, 2017 increased to $6.8 million from $6.4 million for the three months ended September 30, 2016, a 6% increase, due substantially to income of $780 thousand on the origination, securitization, servicing and sale of FHA Multifamily-Backed GNMA securities in the third quarter of 2017, offset by lower sales of residential mortgage loans and the resulting gains on the sale of these loans (gain of $1.8 million for the third quarter of 2017 versus $2.9 million for the same period in 2016). There was no income related to FHA Multifamily-Backed GNMA securities in the third quarter of 2016. The portfolio sale of $37.0 million in residential mortgages out of the loan portfolio resulted in $168 thousand in revenue during the third quarter of 2017. There was no income related to portfolio sales of residential mortgages out of the loan portfolio during the third quarter of 2016. The sale of the guaranteed portion on SBA loans resulted in $390 thousand in revenue during the third quarter of 2017 compared to $101 thousand for the same period in 2016. Other loan income was $771 thousand for the third quarter of 2017 compared to $632 thousand for the same period in 2016. Residential mortgage loans closed were $135 million for the third quarter in 2017 versus $276 million for the third quarter of 2016. Excluding gains on sales of investment securities, noninterest income was $6.8 million in the third quarter of 2017 as compared to $6.4 million for the third quarter of 2016, an increase of 6%.

Total noninterest income for the nine months ended September 30, 2017 was $19.9 million as compared to $20.3 million for the nine months ended September 30, 2016, a 2% decrease. This was primarily due to fewer sales of SBA and residential mortgage loans resulting in a $785 thousand and $939 thousand decreased gain on the sale of these loans, respectively, and a $581 thousand decreased gain on sale of securities, offset by revenue associated with the origination, securitization, servicing, and sale of FHA Multifamily-Backed GNMA securities of $1.5 million and a $338 thousand increase in service charges on deposits. The portfolio sale of $37.0 million in residential mortgages out of the loan portfolio resulted in $168 thousand in revenue during the nine months ended September 30, 2017. There was no revenue related to portfolio sales of residential mortgages out of the loan portfolio for the same period of 2016. Excluding investment securities net gains, total noninterest income was $19.3 million for the nine months ended September 30, 2017, as compared to $19.1 million for the same period in 2016, a 1% increase.

Service charges on deposit accounts increased by $195 thousand, or 14%, from $1.4 million for the three months ended September 30, 2016 to $1.6 million for the same period in 2017. Service charges on deposit accounts increased by $338 thousand, or 8%, from $4.3 million for the nine months ended September 30, 2016 to $4.6 million for the same period in 2017. The increase for the three and nine month periods was primarily related to increased transaction volume.

The Company originates residential mortgage loans and utilizes both “mandatory delivery” and “best efforts” forward loan sale commitments to sell those loans, servicing released. Sales of residential mortgage loans yielded gains of $1.8 million for the three months ended September 30, 2017 compared to $2.9 million in the same period in 2016. Sales of residential mortgage loans yielded gains of $6.1 million for the nine months ended September 30, 2017 compared to $7.1 million in the same period in 2016. Loans sold are subject to repurchase in circumstances where documentation is deficient or the underlying loan becomes delinquent or pays off within a specified period following loan funding and sale. The Bank considers these potential recourse provisions to be a minimal risk, but has established a reserve under generally accepted accounting principles for possible repurchases. There were no repurchases due to fraud by the borrower during the three months ended September 30, 2017. The reserve amounted to $95 thousand as of September 30, 2017 and is included in other liabilities on the Consolidated Balance Sheets. The Bank does not originate “sub-prime” loans and has no exposure to this market segment.

The Company is an originator of SBA loans and its practice is to sell the guaranteed portion of those loans at a premium. Income from this source was $390 thousand and $626 thousand for the three and nine months ended September 30, 2017 compared to $101 thousand and $1.4 million for the three and nine month period in 2016. Activity in SBA loan sales to secondary markets can vary widely from quarter to quarter.

Net investment gains were $542 thousand for the nine months ended September 30, 2017 compared to $1.1 million for the same period in 2016.


Other income totaled $2.6 million for the three months ended September 30, 2017 as compared to $1.6 million for the same period in 2016, an increase of 66% due primarily to revenue associated with the origination, securitization, servicing and sale of FHA Multifamily-Backed Ginnie Mae securities of $780 thousand, gains of $168 thousand on the portfolio sale of $37.0 million in residential mortgages out of the loan portfolio, and an increase in other loan income of $139 thousand. ATM fees decreased to $350 thousand for the three months ended September 30, 2017 from $376 thousand for the same period in 2016, a 7% decrease. Noninterest loan fees increased to $771 thousand for the three months ended September 30, 2017 from $632 thousand for the same period in 2016, a 22% increase. Noninterest fee income totaled $1.3 million for the three months ended September 30, 2017 an increase of $967 thousand, or 255%, over the balance for the same period in 2016 primarily due to revenue associated with the sale of FHA Multifamily-Backed Ginnie Mae securities of $779 thousand.

Other income totaled $6.8 million for the nine months ended September 30, 2017 as compared to $5.2 million for the same period in 2016, an increase of 31% due primarily to revenue associated with the sale of FHA Multifamily-Backed Ginnie Mae securities of $1.5 million. ATM fees were $1.1 million for both the nine months ended September 30, 2017 and 2016, a decrease of $48 thousand or 4%. Noninterest loan fees increased to $2.4 million for the nine months ended September 30, 2017 from $2.1 million for the same period in 2016, a 14% increase. Noninterest fee income totaled $3.0 million for the nine months ended September 30, 2017 an increase of $1.9 million, or 178%, over the balance for the same period in 2016 primarily due to revenue associated with the sale of FHA loans of $1.5 million and higher investment income received on Small Business Investment Company investments during the first nine months of 2017 over the same period in 2016.

Servicing agreements relating to the Ginnie Mae mortgage-backed securities program require the Company to advance funds to make scheduled payments of principal, interest, taxes and insurance, if such payments have not been received from the borrowers. The Company will generally recover funds advanced pursuant to these arrangements under the FHA insurance and guarantee program. However, in the meantime, the Company must absorb the cost of the funds it advances during the time the advance is outstanding. The Company must also bear the costs of attempting to collect on delinquent and defaulted mortgage loans. In addition, if a defaulted loan is not cured, the mortgage loan would be canceled as part of the foreclosure proceedings and the Company would not receive any future servicing income with respect to that loan. At September 30, 2017, the Company had no funds advanced outstanding under FHA mortgage loan servicing agreements. To the extent the mortgage loans underlying the Company’s servicing portfolio experience delinquencies, the Company would be required to dedicate cash resources to comply with its obligation to advance funds as well as incur additional administrative costs related to increases in collection efforts.

Noninterest Expense

Total noninterest expense includes salaries and employee benefits, premises and equipment expenses, marketing and advertising, data processing, FDIC insurance, and other expenses.

Total noninterest expenses totaled $29.5 million for the three months ended September 30, 2017, as compared to $28.8 million for the three months ended September 30, 2016. Total noninterest expenses totaled $88.7 million for the nine months ended September 30, 2017, as compared to $85.2 million for the nine months ended September 30, 2016.

Salaries and employee benefits were $16.9 million for the three months ended September 30, 2017, as compared to $17.1 million for the same period in 2016, a 1% decrease. Salaries and benefits cost decreases for the three month period were due primarily to a decrease in employee benefit costs due to the prior year acceleration of restricted stock awards, offset by merit increases. Salaries and employee benefits were $50.5 million for the nine months ended September 30, 2017, as compared to $49.2 million for the same period in 2016, a 3% increase. Salaries and benefits cost increases for the nine month period were due primarily to increased merit and incentive compensation, offset by a decrease in employee benefit costs due to the prior year acceleration of restricted stock awards. At September 30, 2017, the Company’s full time equivalent staff numbered 471, as compared to 469 at December 31, 2016 and 464 at September 30, 2016.

Premises and equipment expenses amounted to $3.8 million for the three month periods ended September 30, 2017 and 2016, an increase of $60 thousand, or 2%. Premises and equipment expenses amounted to $11.6 million for the nine month period ended September 30, 2017 and $11.4 million for the same period in 2016, an increase of 2%. For the three and nine months ended September 30, 2017, the Company recognized $143 thousand and $365 thousand of sublease revenue as compared to $126 thousand and $424 thousand for the same periods in 2016. The sublease revenue is accounted for as a reduction to premises and equipment expenses.


Marketing and advertising expense decreased to $732 thousand for the three months ended September 30, 2017 from $857 thousand for the same period in 2016, a decrease of 15%, primarily due to reduced digital and print advertising spend. Marketing and advertising expense increased to $2.9 million for the nine months ended September 30, 2017 from $2.6 million for the same period in 2016, a 13% increase, primarily due to costs associated with expanded digital and print advertising and sponsorships.

Legal, accounting and professional fees increased to $1.2 million for the three months ended September 30, 2017 from $771 thousand in the same period in 2016, a 61% increase. Legal, accounting and professional fees increased to $3.5 million for the nine months ended September 30, 2017 from $2.8 million in the same period in 2016, a 24% increase. The increase in expense for the three month period was primarily due to general bank consulting projects. The increase in expense for the nine month period was primarily due to enhanced IT risk management and general bank consulting projects.

FDIC expenses increased to $929 thousand for the three months ended September 30, 2017 from $629 thousand for the same period in 2016. FDIC expenses decreased to $2.1 million for the nine months ended September 30, 2017 from $2.2 million for the same period in 2016. The increase for the three months ended September 30, 2017 was due to a larger assessment base. The decrease for the nine months ended September 30, 2017 was due to a change in the FDIC insurance premium formula for small institutions effective July 1, 2016, offsetting the effect of a larger assessment base.

Other expenses amounted to $3.8 million for both the three months ended September 30, 2017 and 2016, an increase of 2%. The major components of cost in this category include broker fees, franchise taxes, core deposit intangible amortization, and insurance expenses. Other expenses amounted to $12.2 million for the nine months ended September 30, 2017 compared to $11.4 million for the same period in 2016, an increase of 7%, due primarily to an increase in broker fees of $983 thousand.

The efficiency ratio, which measures the ratio of noninterest expense to total revenue, was 37.49% for the third quarter of 2017, as compared to 40.54% for the third quarter of 2016. As a percentage of average assets, total noninterest expense (annualized) improved to 1.66% for the three months ended September 30, 2017 as compared to 1.78% for the same period in 2016. As a percentage of average assets, total noninterest expense (annualized) improved to 2.55% for the nine months ended September 30, 2017 as compared to 2.73% for the same period in 2016. Cost control remains a significant operating objective of the Company.

Income Tax Expense

The Company’s ratio of income tax expense to pre-tax income (“effective tax rate”) improved to 36.8% for the three months ended September 30, 2017 as compared to 38.7% for the same period in 2016. The Company’s effective tax rate decreased to 37.2% for the nine months ended September 30, 2017 as compared to 38.4% for the same period in 2016. The lower effective tax rate for the three months ended September 30, 2017 was due primarily to tax credit investments in the third quarter of 2017 and a lower state tax apportionment factor in the current year. The lower effective tax rate for the nine months ended September 30, 2017, was due to tax credit investments, a lower state income tax apportionment factor, and the adoption of the new accounting guidance for share-based transactions. That guidance requires that all excess tax benefits and tax deficiencies associated with share-based compensation be recognized as income tax expense or benefits in the income statement. Previously, tax effects resulting from changes in the Company’s stock price subsequent to the grant date were recorded directly to shareholders’ equity at the time of vesting or exercise. The adoption of this new standard (ASU 2016-09) resulted in a net $460 thousand, or $0.01 per basic common share, reduction to income tax expense for the nine months ended September 30, 2017.

FINANCIAL CONDITION

Summary

Total assets at September 30, 2017 were $7.39 billion, a 9% increase as compared to $6.76 billion at September 30, 2016, and a 7% increase as compared to $6.89 billion at December 31, 2016. Total loans (excluding loans held for sale) were $6.08 billion at September 30, 2017, an 11% increase as compared to $5.48 billion at September 30, 2016, and a 7% increase as compared to $5.68 billion at December 31, 2016. Loans held for sale amounted to $26.0 million at September 30, 2017 as compared to $78.1 million at September 30, 2016, a 67% decrease, and $51.6 million at December 31, 2016, a 50% decrease. The investment portfolio totaled $556.0 million at September 30, 2017, a 29% increase from the $430.7 million balance at September 30, 2016. As compared to December 31, 2016, the investment portfolio at September 30, 2017 increased by $17.9 million or 3%.


Total deposits at September 30, 2017 were $5.91 billion, compared to deposits of $5.56 billion at September 30, 2016, a 6% increase, and deposits of $5.72 billion at December 31, 2016, a 4% increase. Total borrowed funds (excluding customer repurchase agreements) were $416.8 million at September 30, 2017, $266.4 million at September 30, 2016, and $216.5 million at December 31, 2016. We continue to work on expanding the breadth and depth of our existing relationships while we pursue building new relationships.

On July 26, 2016, the Company completed the sale of $150.0 million of its 5.00% Fixed-to-Floating Rate Subordinated Notes, due August 1, 2026.

During the third quarter of 2017, $200.0 million in FHLB advances were borrowed as part of the overall asset liability strategy and to support loan growth. These advances remained outstanding as of September 30, 2017, $100.0 million of these advances will mature in October 2017 and the remaining $100.0 million will mature in March 2018.

Total shareholders’ equity at September 30, 2017 increased 15%, to $934.0 million, compared to $815.6 million at September 30, 2016, and increased 11% from $842.8 million at December 31, 2016. The increase in shareholders’ equity at September 30, 2017 compared to the same period in 2016 was primarily the result of retained earnings. The ratio of common equity to total assets was 12.63% at September 30, 2017, as compared to 12.06% at September 30, 2016 and 12.23% at December 31, 2016. The Company’s capital position remains substantially in excess of regulatory requirements for well capitalized status, with a total risk based capital ratio of 15.30% at September 30, 2017, as compared to 15.05% at September 30, 2016, and 14.89% at December 31, 2016. In addition, the tangible common equity ratio was 11.35% at September 30, 2017, compared to 10.64% at September 30, 2016 and 10.84% at December 31, 2016.

Effective January 1, 2015, the Company, Bank, and all other banks of similar size became subject to capital requirements. These requirements created a new required ratio for common equity Tier 1 (“CETI”) capital, increased the leverage and Tier 1 capital ratios, changed the risk weight of certain assets for purposes of the risk-based capital ratios, created an additional capital conservation buffer over the required capital ratios and changed what qualifies as capital for purposes of meeting these various capital requirements. Under these standards, in order to be considered well-capitalized, the Bank must have a CETI ratio of 6.5% (new), a Tier 1 risk-based ratio of 8.0% (increased from 6.0%), a total risk-based capital ratio of 10.0% (unchanged) and a leverage ratio of 5.0% (unchanged). The Company and the Bank meet all these requirements, including the full capital conservation buffer. Beginning in 2016, failure to maintain the required capital conservation buffer would limit the ability of the Company and the Bank to pay dividends, repurchase shares or pay discretionary bonuses.


Loans, net of amortized deferred fees and costs, at September 30, 2017, December 31, 2016 and September 30, 2016 are summarized by type as follows:

  September 30, 2017  December 31, 2016  September 30, 2016 
(dollars in thousands) Amount  %  Amount  %  Amount  % 
Commercial $1,244,184   20% $1,200,728   21% $1,130,042   21%
Income producing - commercial real estate  2,898,948   48%  2,509,517   44%  2,551,186   46%
Owner occupied - commercial real estate  749,580   12%  640,870   12%  590,427   11%
Real estate mortgage - residential  109,460   2%  152,748   3%  154,439   3%
Construction - commercial and residential *  915,493   15%  932,531   16%  838,137   15%
Construction - C&I (owner occupied)  55,828   1%  126,038   2%  104,676   2%
Home equity  101,898   2%  105,096   2%  106,856   2%
Other consumer  8,813      10,365      6,212    
Total loans  6,084,204   100%  5,677,893   100%  5,481,975   100%
Less: allowance for credit losses  (62,967)      (59,074)      (56,864)    
Net loans $6,021,237      $5,618,819      $5,425,111     
                         
*Includes land loans.                        

In its lending activities, the Company seeks to develop and expand relationships with clients whose businesses and individual banking needs will grow with the Bank. Superior customer service, local decision making, and accelerated turnaround time from application to closing have been significant factors in growing the loan portfolio, and meeting the lending needs in the markets served, while maintaining sound asset quality.

Loans outstanding reached $6.08 billion at September 30, 2017, an increase of $602.2 million, or 11%, as compared to $5.48 billion at September 30, 2016, and an increase of $406.3 million, or 7%, as compared to $5.68 billion at December 31, 2016. The loan growth during the nine months ended September 30, 2017 over the same period in 2016 was predominantly in the income producing - commercial real estate, owner occupied - commercial real estate, and commercial and industrial categories. Despite an increased level of in-market competition for business, the Bank continued to experience strong organic loan growth across the portfolio. Multi-family commercial real estate leasing in the Bank’s market area has held up well, particularly for well-located close-in projects.  Overall, commercial real estate values have generally held up well with price escalation in prime pockets. The housing market has remained stable to increasing, with well-located, Metro accessible properties garnering a premium.

Owner occupied - commercial real estate and construction - C&I (owner occupied) represent 13% of the loan portfolio. The Bank has a large portion of its loan portfolio related to real estate, with 76% consisting of commercial real estate and real estate construction loans. When owner occupied - commercial real estate and construction - C&I (owner occupied) is excluded, the percentage of total loans represented by commercial real estate decreases to 63%. Real estate also serves as collateral for loans made for other purposes, resulting in 85% of all loans being secured by real estate.

Deposits and Other Borrowings

The principal sources of funds for the Bank are core deposits, consisting of demand deposits, money market accounts, NOWNegotiable Order of Withdrawal ("NOW") accounts, savings accounts, and savings accounts. Additionally, the Bank obtains certificates of deposits from the local market areas surrounding the Bank’s offices.deposits. The deposit base includes transaction accounts, time and savings accounts, and accounts whichthat customers use for cash management and which provide the Bank with a source of fee income and cross-marketing opportunities, as well as an attractive source of lower cost funds. To meet funding needs during periods of high loan demand and seasonal variations in core deposits, the Bank regularly utilizes alternative funding sources such as secured borrowings from the FHLB, federal funds purchased lines of credit from correspondent banks and brokered deposits from regional and national brokerage firmsfirms. Additionally, the Bank has participated in the BTFP established by the Federal Reserve in March 2023. The Federal Reserve announced in January 2024 that the BTFP would stop originating new loans on March 11, 2024, as scheduled. The Federal Reserve also modified the terms of the program so that the interest rate for new loans would be no lower than the interest rate on reserve balances in effect on the day the loan is made. In January 2024, prior to these announcements by the Federal Reserve, the Company borrowed an additional $500.0 million through the BTFP and Promontory Interfinancial Network, LLC (“Promontory”).

refinanced $500.0 million under the program, each at an interest rate of 4.76% and a maturity date in January 2025.

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The following table summarizes the Company's deposits at March 31, 2024 and December 31, 2023:

March 31, 2024December 31, 2023
BalancePercentageBalancePercentage
Noninterest-bearing demand$1,835,524 22 %$2,279,081 26 %
Interest-bearing transaction1,207,566 14 %997,448 11 %
Savings and money market3,235,391 38 %3,314,043 38 %
Time deposits2,222,958 26 %2,217,467 25 %
Total$8,501,439 100 %$8,808,039 100 %

For the ninethree months ended September 30, 2017, noninterest bearingMarch 31, 2024, total deposits increased $67.5decreased by $306.6 million as compared to December 31, 2016, while2023. The decrease was primarily attributable to a $443.6 million decrease in noninterest bearing demand deposits and a reduction in savings and money market accounts of $78.7 million, which was partially offset by a $210.1 million increase in interest bearing deposits increased by $130.4 million during the same period. Averagetransaction deposits.
No single depositor represented more than 10% of total deposits foras of March 31, 2024. The ten largest depositors not associated with brokered pass-through relationships represented approximately 19% of total deposits in the first nine monthsaggregate as of 2017 were $5.68 billion, asMarch 31, 2024. The Company maintains a significant deposit relationship with a third-party payments processor, whose business results in deposit inflows and outflows on an ongoing basis, which contributes to variations in period end compared to $5.23 billion for the same period in 2016, a 9% increase.

average deposit balances.

From time to time, when appropriate in order to fund strong loan demand or account for increased deposit outflow, the Bank accepts brokered time deposits, generally in denominations of less than $250 thousand, from a regional brokerage firm and other national brokerage networks, including Promontory.IntraFi Network, LLC ("IntraFi"). Additionally, the Bank participates in the Certificates of Deposit Account Registry Service (“CDARS”("CDARS") and the Insured Cash Sweep product (“ICS”("ICS"), which providesprovide for reciprocal (“two-way”("two-way") transactions among banks facilitated by PromontoryIntraFi for the purpose of maximizing FDIC insurance. These reciprocal CDARS and ICS funds are classified as brokered deposits, although the federal banking agencies have recognized that theseThe total of reciprocal deposits have many characteristics of core deposits and therefore provide for separate identification of such deposits in the quarterly Call Report data. The Bank also is able to obtain one way CDARS deposits and participates in Promontory’s Insured Network Deposit (“IND”). At September 30, 2017, total deposits included $883.5 million of brokered deposits (excluding the CDARS and ICS two-way), which represented 15%at March 31, 2024 was $1.7 billion (19.9% of total deposits. Atdeposits) as compared to $1.6 billion (17.7% of total deposits) at December 31, 2016, total brokered deposits (excluding the CDARS and ICS two-way) were $676.7 million, or 12% of total deposits. The CDARS and ICS two-way component represented $493.4 million, or 8% of total deposits and $432.1 million or 8% of total deposits at September 30, 2017 and December 31, 2016, respectively.2023. These sources are believed by the Company to represent a reliable and cost efficient alternative funding source for the Bank.Bank, but there can be no assurance that they will continue to be adequate or appropriate to meet our liquidity needs. The Bank also is able to obtain one-way CDARS deposits and participates in IntraFi's Insured Network Deposit Program ("IND"). The Bank had $823.6 million and $786.5 million of IND brokered deposits as of March 31, 2024 and December 31, 2023, respectively. However, to the extent that the condition or reputation of the Company or Bank deteriorates, or to the extent that there are significant changes in market interest rates which the Company and Bank do not elect to match, or if aggregate funding available to banks changes due to changes in the marketplace, we may experience an outflow of brokered deposits.deposits or difficulty in obtaining them in the future. In that event, we would be required to obtain alternate sources for funding.

funding, which may increase our cost of funds and negatively impact our net interest margin.

We have used brokered deposits and intend to continue to use brokered deposits as one of our funding sources to support future growth. At September 30, 2017 the Company had $1.84March 31, 2024, total brokered deposits were $4.2 billion, in noninterest bearing demand deposits, representing 32%or 49.1% of total deposits, comparedof which $1.7 billion were attributable to $1.78the CDARS and ICS two-way accounts. Total brokered deposits comprised $1.7 billion, $1.6 billion, and $853.0 million of time deposits, savings and money market accounts and interest-bearing transaction accounts, respectively, at March 31, 2024. At December 31, 2023, total brokered deposits (excluding the CDARS and ICS two-way) were $2.5 billion, or 28.8% of total deposits, and comprised $1.5 billion, $961.5 million, and $108.2 million of time deposits, savings and money market accounts, and interest-bearing transaction accounts, respectively.
At March 31, 2024 and December 31, 2023, total deposits included estimated totals of $2.3 billion and $2.8 billion of noninterest bearing demanduninsured deposits, at December 31, 2016, or 31%which represented 27.6% and 31.4% of total deposits. These deposits, are primarily business checking accounts on whichrespectively. The decrease in the payment of interest was prohibited by regulationspercentage of the Federal Reserve priorBank's deposits that are uninsured was in part due to July 2011. Since July 2011, banks are not prohibited from paying interest on demand deposits account, including those from businesses. To date,customers' increased use of the Bank has elected notproducts facilitated by IntraFi that enable customers to pay interest on business checking accounts, nor is the payment of such interest a prevalent practice in the Bank’s market area at present. The Bank is prepared to evaluate options in this area should competition intensifymaximize FDIC deposit insurance coverage for these deposits, which is not occurring at this time. Payment of interest on these deposits could have a significant negative impact on the Company’s net interest income and net interest margin, net income, and the return on assets and equity, although no such effect is currently anticipated.

their deposits.

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As an enhancement to the basic noninterest bearing demand deposit account, the Company offers a sweep account, or “customer"customer repurchase agreement," allowing qualifying businesses to earn interest on short-term excess funds, which are not suited for either a certificate of deposit or a money market account. The balances in these accounts were $73.6$37.1 million at September 30, 2017March 31, 2024 compared to $68.9$30.6 million at December 31, 2016.2023. Customer repurchase agreements are not deposits and are not insured by the FDIC, but are collateralized by U.S. agency securities and/or U.S. agency backed mortgage backed securities.MBS. These accounts are particularly suitable to businesses with significant fluctuation in the levels of cash flows. Attorney and title company escrow accounts are examples of accounts which can benefit from this product, as are customers who may require collateral for deposits in excess of FDIC insurance limits but do not qualify for other pledging arrangements. This program requires the Company to maintain a sufficient investment securities level to accommodate the fluctuations in balances which may occur in these accounts.

The Company had no outstanding balances under its federal funds lines of credit provided by correspondent banks (which are unsecured) at September 30, 2017March 31, 2024 and December 31, 2016. The Bank2023.
At March 31, 2024, the Company had $200.0$600.0 million in short-termFHLB secured borrowings outstanding under its credit facility from the FHLB at September 30, 2017. There were no borrowings outstanding under its credit facility from the FHLBcompared to none at December 31, 2016.2023. Outstanding FHLB advances are secured by collateral consisting of specifically pledged marketable investment securities and a blanket lien on qualifying loans in the Bank’sBank's commercial mortgage, residential mortgage and home equity loan portfolios.

Long-term Additionally, at March 31, 2024 and December 31, 2023, the Company had $1.0 billion and $1.3 billion of outstanding borrowings under the BTFP. Outstanding BTFP advances are secured by collateral consisting of specifically pledged qualifying investment securities. Outstanding short-term advances and borrowings are part of the overall asset liability strategy to support loan growth.

The subordinated notes outstanding at September 30, 2017 includedMarch 31, 2024 and December 31, 2023 comprised the Company’sCompany's August 5, 2014 issuance of $70.0 million of subordinated notes, due September 1, 20242024. The Company is considering various options to finance the upcoming maturity of the subordinated debt, and the Company’s July 26, 2016 issuance of $150.0 million ofCompany may seek to issue new subordinated notes due August 1, 2026. For additional information onor other debt securities to replace those that are maturing, or fund the maturity through other means. Given prevailing interest rates, any new debt securities to refinance the subordinated notes please referare expected to “Capital Resources and Adequacy” below.


Liquidity Management

Liquidity ishave a measure of the Company’s and Bank’s ability to meet loan demand and to satisfy depositor withdrawal requirements in an orderly manner. The Bank’s primary sources of liquidity consist of cash and cash balances due from correspondent banks, excess reserves at the Federal Reserve, loan repayments, federal funds sold and other short-term investments, maturities and sales of investment securities, income from operations and new core deposits into the Bank. The Bank’s investment portfolio of debt securities is held in an available-for-sale status which allows for flexibility, subject to holdings held as collateral for customer repurchase agreements, and public funds, to generate cash from sales as needed to meet ongoing loan demand. These sources of liquidity are considered primary and are supplemented by the ability of the Company and Bank to borrow funds or issue brokered deposits, which are termed secondary sources of liquidity and which are substantial. The Company’s secondary sources of liquidity include the ability to purchase up to $137.5 million in federal funds on an unsecured basis from its correspondents, against which there was no amount outstanding at September 30, 2017, and access to borrow unsecured funds under one-way CDARS and ICS brokered deposits in the amount of $1.11 billion, against which there was $176.9 million outstanding at September 30, 2017. The Bank also has a commitment from Promontory to place up to $700.0 million of brokered deposits from its IND program in amounts requested by the Bank, as compared to an actual balance of $291.1 million at September 30, 2017. At September 30, 2017 the Bank was also eligible to make advances from the FHLB up to $1.27 billion based on collateral at the FHLB, of which there was $200.0 million outstanding at September 30, 2017. The Bank may enter into repurchase agreements as well as obtain additional borrowing capabilities from the FHLB provided adequate collateral exists to secure these lending relationships. The Bank also has a back-up borrowing facility through the Discount Window at the Federal Reserve Bank of Richmond (“Federal Reserve Bank”). This facility, which amounts to approximately $485.0 million, is collateralized with specific loan assets identified to the Federal Reserve Bank. It is anticipated that, except for periodic testing, this facility would be utilized for contingency funding only.

The loss of deposits, through disintermediation, is one of the greater risks to liquidity. Disintermediation occurs most commonly when rates rise and depositors withdraw deposits seeking higher rates in alternative savings and investment sourcesinterest rate than the Bank may offer. The Bank was founded under a philosophy of relationship banking and, therefore, believes that it has less of an exposure to disintermediation and resultant liquidity concerns than do many banks. The Bank makes competitive deposit interest rate comparisons weekly and feels its interest rate offerings are competitive. There is, however, a risk that some deposits would be lost if rates were to increase and the Bank elected not to remain competitive with its deposit rates. Under those conditions, the Bank believes that it is well positioned to use other sources of funds such as FHLB borrowings, brokered deposits, repurchase agreements and correspondent banks’ lines of credit to offset a decline in deposits in the short run. Over the long-term, an adjustment in assets and change in business emphasis could compensate for a potential loss of deposits. The Bank also maintains a marketable investment portfolio to provide flexibility in the event of significant liquidity needs. The Asset Liability Committee of the Bank’s Board of Directors (“ALCO”) has adopted policy guidelines which emphasize the importance of core deposits, adequate asset liquidity and a contingency funding plan.

At September 30, 2017, under the Bank’s liquidity formula, it had $3.78 billion of primary and secondary liquidity sources. The amount is deemed adequate to meet current and projected funding needs.

subordinated notes.

Commitments and Contractual Obligations

Loan commitments outstanding and lines and letters of credit at September 30, 2017were as follows:
(dollars in thousands)March 31, 2024December 31, 2023
Unfunded loan commitments$1,850,316 $1,981,334 
Unfunded lines of credit99,930 98,614 
Letters of credit85,719 87,146 
Total$2,035,965 $2,167,094 

Various commitments to extend credit are as follows:

(dollars in thousands) September 30, 2017 
Unfunded loan commitments $2,447,076 
Unfunded lines of credit  93,334 
Letters of credit  70,767 
Total $2,611,177 

made in the normal course of banking business. Letters of credit are also issued for the benefit of customers. These commitments are subject to loan underwriting standards and geographic boundaries consistent with the Company’s loans outstanding.

Unfunded loan commitments are agreements whereby the Bank has made a commitment and the borrower has accepted the commitment to lend to a customer as long as there is satisfaction of the terms or conditions established in the contract.contract and the borrower has accepted the commitment in writing. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee before the commitment period is extended. In many instances, borrowers are required to meet performance milestones in order to draw on a commitment as is the case in construction loans, or to have a required level of collateral in order to draw on a commitment as is the case in asset based lending credit facilities. Collateral obtained varies and may include certificates of deposit, accounts receivable, inventory, property and equipment, residential and CRE. Since commitments may expire without being drawn, the total commitment amount does not necessarily represent future cash requirements. Unfunded loan commitments of $66.1 million as of September 30, 2017 were related to interest rate lock commitments on residential mortgage loans and were of a short-term nature.


Unfunded lines of credit are agreements to lend to a customer as long as there is no violation of the terms or conditions established in the contract. CommitmentsLines of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since commitmentslines of credit may expire without being drawn, the total commitmentunfunded line of credit amount does not necessarily represent future cash requirements.

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Letters of credit include standby and commercial letters of credit. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance by the Bank’sBank's customer to a third party. Standby letters of credit generally become payable upon the failure of the customer to perform according to the terms of the underlying contract with the third party. Standby letters of credit are generally not drawn. Commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn when the underlying transaction is consummated between the customer and a third party. The contractual amount of these letters of credit represents the maximum potential future payments guaranteed by the Bank. The Bank has recourse against the customer for any amount it is required to pay to a third party under a letter of credit, and holds cash and or other collateral on those standby letters of credit for which collateral is deemed necessary.

Liquidity Management
Liquidity is a measure of the Company's and Bank's ability to meet loan demand and to satisfy depositor withdrawal requirements in an orderly manner. The Bank's primary sources of liquidity consist of cash and cash balances due from correspondent banks, excess reserves at the Federal Reserve, loan repayments, federal funds sold and other short-term investments, maturities and sales of investment securities, income from operations and new core deposits into the Bank. Approximately 59% of the Company's investment portfolio of debt securities is held in an available-for-sale status which allows for flexibility, subject to holdings held as collateral for customer repurchase agreements and public funds, to generate cash from sales as needed to meet ongoing loan demand. As of March 31, 2024, the unrealized losses recorded on the available-for-sale securities were acting as a deterrent to any sale of those securities to raise liquidity. However, these securities are utilized as pledged assets that provide secondary liquidity through the form of additional available borrowings. Investment securities that are classified as held-to-maturity can also be used as collateral to pledge against additional borrowings. The Company's primary sources of liquidity are supplemented by the ability of the Company and Bank to borrow funds or issue brokered deposits, which are termed secondary sources of liquidity and which are substantial.
The following table summarizes the Company's secondary sources of liquidity in use and available at March 31, 2024:
(dollars in thousands, except amount in the footnotes)Secondary Sources of Liquidity in UseSecondary Sources of Liquidity Available
March 31, 2024:
Unsecured brokered deposits (1)
$998,220 $1,959,516 
FHLB secured borrowings600,000 1,302,153 
FRB:
BTFP secured borrowings1,000,000 — 
Discount window secured borrowings— 568,602 
Federal funds lines— 155,000 
Customer repurchase agreements37,059 — 
Raymond James repurchase agreement— 17,780 
Unpledged assets: (2)
Interest-bearing deposits with banksN/A34,626 
Investment securitiesN/A297,521 
Total$2,635,279 $4,335,198 
(1)The available liquidity from the unsecured brokered deposits represents unsecured funds under one-way CDARS and ICS brokered deposits that would require then current market rates and be dependent on the availability of funds in those networks.
(2)Comprise unencumbered assets that could be liquidated or used as collateral to obtain additional liquidity through debt financing.
The funding mix has continued to change throughout the three months ended March 31, 2024. Deposits at quarter-end were $8.5 billion and $8.8 billion at March 31, 2024 and December 31, 2023, respectively. The decrease in deposits was primarily attributable to a $443.6 million decrease in noninterest bearing demand deposits and a reduction in savings and money market accounts of $78.7 million, partially offset by a $210.1 million increase in interest bearing transaction deposits. Borrowings at quarter-end were $1.7 billion and $1.4 billion at March 31, 2024 and December 31, 2023, respectively. The increase in borrowings was attributable to net fundings on the Company's secured borrowings.
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The Bank can purchase up to $155.0 million in federal funds on an unsecured basis from its correspondents, against which there were no amounts outstanding at March 31, 2024 and December 31, 2023. The Bank can borrow unsecured funds under one-way CDARS and ICS brokered deposits up to $2.0 billion, against which there was $998.2 million outstanding at March 31, 2024. The Bank also has custodial agreements with various broker-dealers through IntraFi's IND program which provided $823.6 million of brokered deposits at March 31, 2024.
At March 31, 2024, the Bank was eligible to draw on advances from the FHLB up to $1.9 billion based on assets pledged as collateral to the FHLB, against which the Bank borrowed $600.0 million as of March 31, 2024. The Bank had no FHLB borrowings outstanding at December 31, 2023. The Bank posted additional collateral to the FHLB during the three months ended March 31, 2024 and during the year ended December 31, 2023 to increase its eligibility for advances to meet its ongoing liquidity needs and expects to continue to utilize this source of funding in the future.
In March 2023, the Federal Reserve Board announced that it would make available additional funding to eligible depository institutions through the creation of the BTFP. The BTFP provided eligible depository institutions, including the Bank, an additional source of liquidity. Subsequent to its initiation, the Federal Reserve also modified the terms of the program so that the interest rate for new loans would be no lower than the interest rate on reserve balances in effect on the day the loan is made. In January 2024, the Company borrowed an additional $500.0 million through the BTFP and refinanced $500.0 million under the program at an interest rate of 4.76% and a maturity in January 2025. The Federal Reserve discontinued the origination of new loans on March 11, 2024, as scheduled. At March 31, 2024, the Bank had $1.0 billion of BTFP borrowings outstanding. This alternative source of liquidity is being utilized for balance sheet optimization.
The Bank has a back-up borrowing facility through the Discount Window at the Federal Reserve. This facility, which can be used to borrow up to $568.6 million, is collateralized with specific assets identified to the Federal Reserve. It is anticipated that, except for periodic testing, this facility would be utilized for contingency funding only. There can be no assurance, however, that these alternative sources of liquidity will continue to be available or will be sufficient to meet our ongoing liquidity needs.
In total, the Bank's aggregate borrowing capacity at March 31, 2024 was $2.2 billion, which consists of $1.3 billion and $568.6 million of additional aggregate capacity to borrow from the FHLB and the Federal Reserve's Discount Window, respectively, on assets that have been pledged; along with $17.8 million of aggregate capacity to borrow on a pledge security through a repurchase agreement with Raymond James. The Bank also has unencumbered securities totaling approximately $297.5 million available for pledging to the FHLB or the Federal Reserve for additional borrowing capacity.
The loss of deposits through disintermediation is one of the greater risks to liquidity. Disintermediation occurs most commonly when rates rise and depositors withdraw deposits seeking higher rates in alternative savings and investment sources than the Bank may offer. The Bank makes competitive deposit interest rate comparisons weekly and makes adjustments from time to time to ensure its interest rate offerings are competitive.
There is, however, a risk that the cost of funds will increase significantly as the Bank competes for deposits or that some deposits would be lost if rates were to continue to increase and the Bank elected not to remain competitive with its deposit rates. Under those conditions, the Bank believes that it is well positioned to use other sources of funds such as FHLB borrowings, brokered deposits, repurchase agreements and correspondent banks’ lines of credit to offset a decline in deposits in the short run, but the use of such sources may negatively impact our net interest margin and our earnings. The mix of sources used in the first quarter of 2024 negatively impacted our net interest margin and earnings, as is expected in an economic environment with continued elevated rates. There can be no assurance that the mix of sources of funds available to us at any particular time in the future will be adequate to meet our future liquidity needs. However, the market for customer and brokered deposits is highly competitive and the risk of disintermediation is high, particularly in a rising or high interest rate environment. Most of our noninterest bearing deposits are operating deposits or compensating balances that are held in connection with lending relationships. The potential outflow of such deposits is a risk unless we pay a more competitive rate of interest on them, which could significantly and negatively impact the Bank’s interest expense and net interest margin, as the transfer of some noninterest-bearing deposits to interest-bearing deposits did in 2023. Over the long-term, an adjustment in assets and change in business emphasis could compensate for a potential loss of deposits. The Bank also maintains a marketable investment portfolio to provide flexibility in the event of significant liquidity needs. The Asset Liability Committee ("ALCO") has adopted policy guidelines, which emphasize the importance of core deposits, adequate asset liquidity and a contingency funding plan.
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The Company believes it maintains sufficient primary and secondary sources of liquidity to fund its operations. During the three months ended March 31, 2024, average short term liquidity, comprising interest bearing deposits with other banks and other short-term investments and investment securities available-for-sale, was $3.4 billion, which is above the Bank's average needs. Secondary sources of liquidity available at March 31, 2024 were $4.3 billion, which include the FHLB, other insured brokered deposit sweep programs, unpledged securities, Fed funds lines, and the FRB Discount Window. At March 31, 2024, the Company held total securities available to be pledged with an estimated fair value of $297.5 million. At March 31, 2024, under the Bank’s liquidity formula, it had $5.3 billion of primary and secondary liquidity sources. Management believes the amount is adequate to meet current and projected funding needs.
Capital Resources and Adequacy
The assessment of capital adequacy depends on a number of factors such as asset quality and mix, liquidity, earnings performance, changing competitive conditions and economic forces, stress testing, regulatory measures and policy, as well as the overall level of growth and complexity of the balance sheet. The adequacy of the Company's current and future capital needs is monitored by management on an ongoing basis. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and to absorb potential losses.
The federal banking regulators have issued guidance for those institutions which are deemed to have concentrations in commercial real estate lending. Pursuant to the supervisory criteria contained in the guidance for identifying institutions with a potential commercial real estate concentration risk, institutions which have (1) total reported loans for construction, land development, and other land acquisitions which represent 100% or more of an institution's total risk-based capital; or (2) total commercial real estate loans representing 300% or more of the institution's total risk-based capital and the institution's commercial real estate loan portfolio has increased 50% or more during the prior 36 months are identified as having potential commercial real estate concentration risk. Institutions which are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management with respect to their commercial real estate portfolios, and may be required to hold higher levels of capital. The Company, like many community banks, has commercial real estate loans, and the Company has experienced growth in its commercial real estate portfolio in recent years. Although growth in that segment over the past 36 months at 20% did not exceed the 50% threshold laid out in the regulatory guidance, we expect the heightened supervisory expectations to continue to apply to us given the federal banking regulators’ general focus on commercial real estate exposures at banks.
At March 31, 2024, we did exceed the construction, land development, and other land acquisitions regulatory concentration threshold, and we continue to monitor our concentration in commercial real estate lending and remain in compliance with the guidance issued by the federal banking regulators. Construction, land and land development loans represent 115% of total risk based capital. Management has extensive experience in commercial real estate lending, and has implemented and continues to maintain heightened risk management procedures and strong underwriting criteria with respect to its commercial real estate portfolio.
Loan monitoring practices include but are not limited to periodic stress testing analysis to evaluate changes to cash flows, owing to interest rate increases and declines in net operating income. Nevertheless, as our commercial real estate concentration fluctuates each quarter, we may be required to maintain higher levels of capital as a result of our commercial real estate concentrations, which could require us to obtain additional capital, and may adversely affect shareholder returns. The Company seeks to manage the risks relating to commercial real estate and its capital adequacy through the development and implementation of its Capital Policy and Capital Plan, the preparation of pro-forma projections including stress testing and the development of internal minimum targets for regulatory capital ratios that are subject to approval by the Board and in excess of well capitalized ratios.
The Company and the Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements.
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At March 31, 2024, the capital position of the Company and its wholly owned subsidiary, the Bank, continue to exceed regulatory requirements and well-capitalized guidelines. The primary indicators relied on by bank regulators in measuring the capital position are four ratios as follows: Tier 1 risk-based capital ratio, Total risk-based capital ratio, the Leverage ratio and the CET1 ratio. Tier 1 capital consists of common and qualifying preferred shareholders’ equity less goodwill and other intangibles. Total risk-based capital consists of Tier 1 capital, plus qualifying subordinated debt and the qualifying portion of the ACL. Risk-based capital ratios are calculated with reference to risk-weighted assets, which are prescribed by regulation. The measure of Tier 1 capital to average assets for the prior quarter is often referred to as the leverage ratio. The CET1 ratio is the Tier 1 capital ratio but excluding preferred stock.
The prompt corrective action regulations provide five categories, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If a bank is only adequately capitalized, regulatory approval is required to, among other things, accept, renew or roll-over brokered deposits. If a bank is undercapitalized, capital distributions and growth and expansion are limited, and plans for capital restoration are required.
The FRB and the FDIC have adopted rules (the "Basel III Rules") implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. banks. Under the Basel III Rules, the Company and Bank are required to maintain a CET1 ratio of 4.5% and a capital conservation buffer of 2.5% of risk-weighted assets, effectively resulting in a minimum CET1 ratio of 7.0%; a minimum ratio of Tier 1 capital to risk-weighted assets of 6.0%, or 8.5% with the fully phased in capital conservation buffer; a minimum total capital to risk-weighted assets ratio of 10.5% with the fully phased-in capital conservation buffer; and a minimum leverage ratio of 4.0%. The Basel III Rules also increased risk weights for certain assets and off-balance-sheet exposures. At March 31, 2024, the Company and the Bank meet all these requirements.
The Company announced a regular quarterly cash dividend on March 28, 2024 of $0.45 per share to shareholders of record on April 18, 2024 and it was paid on April 30, 2024.
The ability of the Company to continue to grow is dependent on its results of operations and those of the Bank, the ability to obtain additional funds for contribution to the Bank’s capital, through additional borrowings, through the sale of additional common stock or preferred stock or through the issuance of additional qualifying capital instruments, such as subordinated debt. The capital levels required to be maintained by the Company and Bank may be impacted as a result of the Bank’s concentrations in commercial real estate loans.
The capital amounts and ratios for the Company and Bank as of March 31, 2024 and December 31, 2023 are presented in the table below.
CompanyBankMinimum Required Basel III
To Be Well-Capitalized Under Prompt Corrective Action Regulations (1)
ActualActual
(dollars in thousands)AmountRatioAmountRatio
March 31, 2024
CET1 capital (to risk weighted assets)$1,322,880 13.80 %$1,317,280 13.81 %7.00 %6.50 %
Total capital (to risk weighted assets)$1,425,534 14.87 %$1,419,934 14.89 %10.50 %10.00 %
Tier 1 capital (to risk weighted assets)$1,322,880 13.80 %$1,317,280 13.81 %8.50 %8.00 %
Tier 1 capital (to average assets)$1,322,880 10.26 %$1,317,280 10.25 %4.00 %5.00 %
December 31, 2023
CET1 capital (to risk weighted assets)$1,335,967 13.90 %$1,330,001 13.92 %7.00 %6.50 %
Total capital (to risk weighted assets)1,421,347 14.79 %1,415,381 14.81 %10.50 %10.00 %
Tier 1 capital (to risk weighted assets)1,335,967 13.90 %1,330,001 13.92 %8.50 %8.00 %
Tier 1 capital (to average assets)1,335,967 10.73 %1,330,001 10.72 %4.00 %5.00 %
(1)Applies to the Bank only.
Bank and holding company regulations, as well as Maryland law, impose certain restrictions on dividend payments by the Bank, as well as restricting extensions of credit and transfers of assets between the Bank and the Company.
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In December 2018, federal banking regulators issued a final rule that provides an optional three-year phase-in period for the adverse regulatory capital effects of adopting the CECL methodology pursuant to new accounting guidance for the recognition of credit losses on certain financial instruments, effective January 1, 2020. In March 2020, the federal banking regulators issued an interim final rule that provides banking organizations with an alternative option to temporarily delay for two years the estimated impact of the adoption of the CECL methodology on regulatory capital, followed by the three-year phase-in period. The cumulative amount that is not recognized in regulatory capital will be phased in at 25 percent per year beginning January 1, 2022. We have elected to adopt the option provided by the March 2020 interim final rule.
Asset/Liability Management and Quantitative and Qualitative Disclosures about Market Risk

A fundamental risk in banking is exposure to market risk, or interest rate risk, since a bank’s net incomebank's earnings is largely dependent on net interest income. The Bank’sBank's ALCO formulates and monitors the management of interest rate risk through policies and guidelines established by it and overseen by the Audit Committee and the full Board of Directors and through review of detailed reports discussed monthly.quarterly. In its consideration of risk limits, the ALCO considers the impact on earnings and capital, the level and direction of interest rates, liquidity, local economic conditions, outside threats and other factors. Banking is generally a business of managing the maturity and re-pricingrepricing mismatch inherent in its asset and liability cash flows and to provide net interest income growth consistent with the Company’sCompany's profit objectives.

During the quarter ended September 30, 2017, as compared to the same three months in 2016,ended March 31, 2024, the Company was able to increase its net interest income (by 11%), produce a net interest spreadmargin of 3.77%, which was six basis points lower than the 3.83% for2.43% as compared to 2.77% during the same quarterperiod in 2016,2023 and continues to manage its overall interest rate risk position.

The Company, through its ALCO and ongoing financial management practices, monitors the interest rate environment in which it operates and adjusts the rates and maturities of its assets and liabilities to remain competitive and to achieve its overall financial objectives subject to established risk limits. In
The loan portfolio increased during the current and expected future interest rate environment, the Company has been maintaining its investment portfolio to manage the balance between yield and prepayment risk in its portfoliofirst quarter of mortgage backed securities should interest rates remain at current levels. Further, the Company has been managing the investment portfolio to mitigate extension risk and related declines in market values in that same portfolio should interest rates increase. Additionally, the Company has limited call risk in its U.S. agency investment portfolio. During the three months ended September 30, 2017, the average investment portfolio balances increased as compared to balances at September 30, 2016. The cash received from deposit growth and borrowings along with cash flows off of the investment portfolio were deployed into loans and the purchase of additional investments.

The percentage mix of municipal securities was 11% of total investments at September 30, 2017 and 23% at September 30, 2016, the portion of the portfolio invested in mortgage backed securities decreased to 54% at September 30, 2017 from 60% at September 30, 2016. The portion of the portfolio invested in U.S. agency investments was 24% at September 30, 2017 and 13% at September 30, 2016. Shorter duration floating rate SBA bonds and corporate bonds were 11% of total investments at September 30, 2017 and 5% at September 30, 2016. Despite the rolling forward of the investment portfolio and the changing mix through the purchase of shorter duration instruments (inclusive of shorter U.S. agency investments), the duration of the investment portfolio was 3.5 years at September 30, 2017 and 3.4 years at September 30, 2016, owing to slower prepayment speeds on mortgage back securities, but those cash flows still position the Company well for expected increases in market interest rates.

2024. The re-pricing duration of the loan portfolio was fairly stable at 2213 and 12 months at September 30, 2017 versus 23 months at September 30, 2016,March 31, 2024 and December 31, 2023, respectively, with fixed rate loans amounting to 34%39% of total loans at both September 30, 2017March 31, 2024 and 2016.38% at December 31, 2023. Variable and adjustable rate loans comprised 66%61% of total loans at both September 30, 2017March 31, 2024 and September 30, 2016.62% at December 31, 2023. Variable rate loans are generally indexed to either the one month LIBOR interest rate,Secured Overnight Funding Rate ("SOFR") or the Wall Street Journal prime interest rate, while adjustable rate loans are generally indexed primarily to the five year U.S. Treasury interest rate.


In the current and expected future interest rate environment, the Company has maintained its investment portfolio to manage the balance between yield and risk in its portfolio of MBS. Further, the Company has been principally collecting cash flows from the investment portfolio to provide liquidity. At March 31, 2024, the amortized cost less allowance of the investment portfolio decreased by $69.6 million, or 2.6%, as compared to the balance at December 31, 2023.

Based on amortized cost, the percentage mix of municipal securities was 5% of total investments at March 31, 2024 and December 31, 2023. The portion of the portfolio invested in MBS was 61% at March 31, 2024 and December 31, 2023. The portion of the portfolio invested in U.S. agency investments was 27% at March 31, 2024 and December 31, 2023. Corporate bonds made up 5% of total investments at March 31, 2024 and December 31, 2023. U.S. treasury bonds were 2% of total investments at March 31, 2024 and December 31, 2023. The duration of the investment portfolio decreased to 4.3 years at March 31, 2024 from 4.4 years at December 31, 2023.
At March 31, 2024, $80.3 million of corporate bonds were subordinated debt from other financial institutions. Corporate bonds generally, and subordinated debt in particular, pose credit risk such that if any of these issuers were to enter bankruptcy or insolvency proceedings, we could experience losses that may be material to operating results and our financial condition. We may also experience increases in provisions for credit losses, adversely affecting our net income, if the creditworthiness of the issuers declines, whether due to idiosyncratic factors, economic conditions generally or other unforeseen factors or events.
The Company has credit risk participation agreements ("RPAs") with institutional counterparties, under which the Company assumes its pro-rata share of the credit exposure associated with a borrower’s performance related to interest rate derivative contracts. The fair value of RPAs is calculated by determining the total expected asset or liability exposure of the derivatives to the borrowers and applying the borrowers’ credit spread to that exposure. Total expected exposure incorporates both the current and potential future exposure of the derivatives, derived from using observable inputs, such as yield curves and volatilities. These derivatives are not designated as hedges, are not speculative and have an asset position with a notional value of $49.5 million as of March 31, 2024. The changes in fair value for these contracts are recognized directly in earnings.
57


The duration of the deposit portfolio decreased to 20as rates rose, measuring 24 months at September 30, 2017 fromMarch 31, 2024 and 28 months at September 30, 2016. The change since September 30, 2016 was due substantially to a change in the mix and duration of money market deposits.

December 31, 2023. The Company has continued its emphasis on funding loans in its marketplace, and has been able to achieve favorable loan pricing, including interest rate floors on many loan originations, although competition for new loans persists. A disciplined approach to loan pricing, together with loan floors existing in 61%experienced a total deposit decrease of total loans (at September 30, 2017), has resulted in a loan portfolio yield of 5.19%$306.6 million for the three months ended September 30, 2017March 31, 2024 as compared to 5.08%a total loan increase of $14.0 million for the same periodperiod. The funding mix has continued to change in 2016. Subjectthe three months ended March 31, 2024. The decrease in deposits was primarily attributable to a $443.6 million decrease in noninterest bearing demand deposits and a reduction in savings and money market accounts of $78.7 million, partially offset by a $210.1 million increase in interest rate floors, variable and adjustable rate loans provide additional income opportunities shouldbearing transaction deposits. These funding mix changes were the result of an increased disintermediation driven primarily by an increase in interest rates rise from current levels.

rates. During the three months ended March 31, 2024, the Company’s cost of interest bearing deposits increased by 18 basis points across its interest-bearing deposits, which comprise 78.4% of its total deposits at March 31, 2024.

The net unrealized loss before income tax on the investment securities available-for-sale portfolio was $1.7$168.6 million and $162.0 million at September 30, 2017 as compared to a net unrealized gain before tax of $7.4 million at September 30, 2016. The net unrealized loss on the investment portfolio at September 30, 2017 as compared to the net unrealized gain at September 30, 2016 was due primarily to the higher interest rates at September 30, 2017March 31, 2024 and the sale of more valuable municipal bonds in the first quarter of 2017.December 31, 2023, respectively. At September 30, 2017,March 31, 2024, the net unrealized loss position represented 0.3%10.45% of the investment portfolio’sportfolio's book value.

Management relies on the use of models in order to measure the expected future impact on interest income of various interest rate environments, as described above. Through its modeling, the Company makes certain estimates that may vary from actual results. There can be no assurance that the Company will be able to successfully achieve its optimal asset liability mix, as a result ofgiven competitive pressures, customer preferences and the inability to perfectly forecast future interest rates and movements.

Onemovements with complete accuracy.

Market rates have stabilized as the last short-term interest rate increase from the Federal Reserve was instituted in July 2023. While yields on interest-earning assets have increased, including the impact of the tools usedreset of variable and adjustable rate loans, as scheduled, our cost of funds on interest-bearing liabilities has also increased in connection with increased utilization of interest-bearing deposits and borrowings and increasing rates on those financing sources. As a result, the net interest margin has remained steady, as compared to the two previous quarters.
Our rate risk modeling showed net interest margin expansion in an increasing rate environment; however, the model's prediction is the result of increases in both interest income on variable and adjustable rate loans and interest expense on its deposit liabilities, based on our funding needs, market conditions and certain contractual obligations but with no changes in the mix of assets or liabilities or the spreads we are able to earn. The model also assumes a stable interest rate environment after the programmed rate change, allowing assets and liabilities to reprice at their schedule in a stable environment, which may be quite different than real world conditions. Interest rate floors on certain of the Company's variable and adjustable rate loans may provide asset yield protection in a low-interest rate environment; however, they are also expected to delay the impact of increases to market rates on interest income until such floors have been exceeded, though this is not relevant for the current rate environment with most variable rate loans well above their floor rate. At March 31, 2024, the Company had a portfolio of $4.9 billion of variable and adjustable rate loans that were subject to interest rate floors with a weighted average rate of 7.82%, which was consistent with the rate at December 31, 2023. At March 31, 2024, only $210.6 million of loans held by the Company were earning interest at their floor rate, and the majority of those are expected to manage its interestreset at rates higher than their floor at their next rate risk is a static GAP analysis presented below. reset date.
The Company also employs an earnings simulation model (immediate parallel shifts along the yield curve) on a quarterly basis to monitor its interest rate sensitivity and risk and to model its balance sheet cash flows and the related income statement effects in different interest rate scenarios. The model utilizes current balance sheet data and attributes and is adjusted for assumptions as to investment maturities (including prepayments), loan prepayments, interest rates, deposit decay rates, and the level of noninterest income and noninterest expense. Further discussion of the limitations of this analysis are listed below and in the risk factors and other cautionary language included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, and in other periodic and current reports filed by the Company with the SEC.
The data is then subjected to a “shock test”"shock test" which assumes a simultaneous change in interest rates up 100, 200, 300, and 400 basis points or down 100, 200, and 200,300 basis points, along the entire yield curve, but not below zero. The results are analyzed as to the impact on net interest income, net incomeearnings and the market equity over the next twelve and twenty-four month periods from September 30, 2017.March 31, 2024. In addition to analysis of simultaneous changes in interest rates along the yield curve, an analysis of changes based on interest rate “ramps”"ramps" is also performed. ThisSuch analysis represents the impact of a more gradual change in interest rates, as well as yield curve shape changes.

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For the analysis presented below, at September 30, 2017,March 31, 2024, the simulation assumes a 50100 basis point change in interest rates on money market and interest bearing transaction deposits for each 100 basis point change in market interest rates in a decreasing interest rate shock scenario with a floor of 10 basis points and assumes a 70100 basis point change in interest rates on money market and interest bearing transaction deposits for each 100 basis point change in market interest rates in an increasing interest rate shock scenario.

The Bank does have deposits with contractual terms which means these deposits will change 100 basis points for every 100 basis points change in market rates. Thus, the overall measure of the correlation between deposit costs and market rate changes is modeled at 100%. The Company utilized the same assumptions for its analysis at December 31, 2023.

Because competitive market behavior does not necessarily track the trend of interest rates but at times moves ahead of financial market influences, the change in the cost of liabilities may be different than anticipated by the interest rate risk model. If this were to occur, the effects of a rising or declining interest rate environment may not be in accordance with management’s expectations.
As quantified in the table below, the Company’sCompany's analysis at September 30, 2017March 31, 2024 shows a change inmoderate effect on net interest income (over the next 12 months) as well as a moderate effect on the economic value of equity when interest rates are shocked both down 100, 200, and 200300 basis points and up 100, 200, 300, and 400 basis points. This moderate impact is due substantially to the significant level of variable rate and re-priceablerepriceable assets and liabilities and related shorter relative durations. The re-pricingAt March 31, 2024, the repricing duration of the (a) investment portfolio at September 30, 2017 is 3.5was 4.3 years, the(b) loan portfolio 1.8was 1.1 years, the(c) interest bearing deposit portfolio 1.7was 1.1 years, and (d) the borrowed funds portfolio 2.4was 0.5 years.

The following table reflects the result of simulation analysis on the September 30, 2017March 31, 2024 asset and liabilities balances:

Change in interest
rates (basis points)
  Percentage change in
net interest income
 Percentage change in
net income
 Percentage change in
market value of
portfolio equity
 +400   +21.8%  +40.8%  +10.6%
 +300   +16.2%  +30.3%  +7.4%
 +200   +10.7%  +20.0%  +4.8%
 +100   +5.1%  +9.7%  +2.4%
 0       
 -100   -5.5%  -10.2%  -1.5%
 -200   -13.8%  -23.3%  -2.6%

Change in interest
rates (basis points)
Percentage change in net
interest income
Percentage change in
net income
Percentage change in
market value of portfolio
equity
+4002.7%6.9%(8.0)%
+3002.1%5.2%(5.8)%
+2001.3%3.4%(3.8)%
+1000.6%1.5%(1.6)%
-1000.1%0.2%1.1%
-2001.9%4.4%0.9%
-3002.4%5.5%(3.3)%

Considering the likelihood of general market interest rate changes, the


The results of the simulation are deemed to be within the relevant policy limits adopted by the Company.Company for percentage change in net interest income. For net interest income, the Company has adopted a policy limit of -10% for a 100 basis point change, -12% for a 200 basis point change, -18% for a 300 basis point change, and -24% for a 400 basis point change. For the market value of equity, the Company has adopted a policy limit of -12% for a 100 basis point change, -15% for a 200 basis point change, -25% for a 300 basis point change, and -30% for a 400%400 basis point change. Due to
The impact of 0.1% in net interest income and 0.2% in net income given a very low probability of further declines100 basis point decrease in market interest rates ALCO and management have accepted the policy exception associated with the percentage ofat March 31, 2024 compares to (1.3)% in net interest income lostand (2.6)% in a down 200net income for the same period in 2023, and reflects in large measure the beta factor discussion above. The analysis at the end of the first quarter of 2024 compared to the first quarter of 2023, showed that in an environment of increasing rates the continued increase in income is dependent on rate increases, which are passed through to borrowers basis points scenario.point for basis point, as opposed to the prior year where our model suggested rising rates would not be fully passed on to depositors. The changes in net interest income, net income and the economic value of equity in both a higher and lower interest rate shock scenarioscenarios at September 30, 2017March 31, 2024 are not consideredbelieved to be excessive. The positive impact of +5.1% in net interest income and +9.7% in net income given a 100 basis point increase in market interest rates reflects in large measure the impact of variable rate loans and fed funds sold repricing counteracted by a lower level of expected residential mortgage activity.

In the third quarter of 2017, the Company continued to manage its interest rate sensitivity position to moderate levels of risk, as indicated in the simulation results above. Except for the higher level of asset liquidity at September 30, 2017 as compared to December 31, 2016, the interest rate risk position at September 30, 2017 was similar to the interest rate risk position at December 31, 2016. As compared to December 31, 2016, the sum of federal funds sold, interest bearing deposits with banks and other short-term investments and loans held for sale increased by $57.2 million at September 30, 2017.

Certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or repricing periods, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate mortgage loans, have features that limit changes in interest rates on a short-term basis and over the life of the loan. Further, in the event of a change in interest rates, prepayment and early withdrawal levels could deviate significantly from those assumed in calculating the tables. Finally, the ability of many borrowers to service their debt may decrease in the event of a significant interest rate increase.

During the third quarter of 2017, average market

59


While an instantaneous parallel shift in interest rates increased onwas used in this analysis to provide an estimate of exposure under these scenarios, we believe that a non-immediate parallel shifts in interest rates would have a more modest impact. Further, the short end of theearnings simulation model does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve while decreasing onrelationships, the midvarious rate indexes do not move in parallel (e.g. SOFR, Fed Funds), hedging activities we might take and long endchanging product spreads that could mitigate any potential beneficial or adverse impact of changes in interest rates.
Another key factor to consider is the curve. Overall, there wasbehavior of our deposit portfolio in the baseline forecast and in alternate interest rate scenarios set out in the table above is a flatteningkey assumption in our projected estimates of the yield curve as compared to the third quarter of 2016 with rate increases within the three year maturity term and decreases further out on the yield curve.

As compared to the third quarter of 2016, the average two-year U.S. Treasury rate increased by 6 basis points from 1.30% to 1.36%, the average five year U.S. Treasury rate was stable at 1.81% and the average ten year U.S. Treasury rate decreased by 2 basis points from 2.26% to 2.24%. The Company’s net interest spread for the third quarter of 2017 was 3.77% compared to 3.83% for the third quarter of 2016.income. The decline was due in large part to the increase in the cost of interest bearing liabilities. The Company believes that the change in the net interest spread in the most recent quarter as compared to 2016’s third quarter has been consistent with its risk analysis at December 31, 2016.

GAP Position

Banks and other financial institutions earnings are significantly dependent uponprojected impact on net interest income which isin the difference between interest earnedtable above assumes no change in deposit portfolio size or mix from the baseline forecast in alternative rate environments. In higher rate scenarios, any customer activity resulting in the replacement of low-cost or noninterest-bearing deposits with higher-yielding deposits or market-based funding would reduce the assumed benefit of those deposits. The projected impact on earning assets and interest expense on interest bearing liabilities. This revenue represented 91% of the Company’s revenue for the third quarter of both 2017 and 2016.

In falling interest rate environments, net interest income is maximized with longer term, higher yielding assets being funded by lower yielding short-term funds, in the table above also assumes a "through-the-cycle" non-maturity deposit beta which may not be an accurate predictor of actual deposit rate changes realized in scenarios of smaller and/or what is referred to as a negative mismatch or GAP. Conversely, in a risingnon-parallel interest rate environment,movements.

Each of the above analyses may not, on its own, be an accurate indicator of how our net interest income is maximized with shorter term, higher yielding assets being fundedwill be affected by longer-term liabilities or what is referred to as a positive mismatch or GAP.


The GAP position, which is a measure of the difference in maturity and repricing volume between assets and liabilities, is a means of monitoring the sensitivity of a financial institution to changes in interest rates. The chart below provides an indication of the sensitivity of the Company toIncome associated with interest-earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by changes in interest rates. A negative GAP indicatesIn addition, the degree to which the volumemagnitude and duration of repriceable liabilities exceeds repriceable assets in given time periods.

At September 30, 2017, the Company had a positive GAP position of approximately $515.5 million or 7% of total assets out to three months and a positive cumulative GAP position of $117.0 million or 2% of total assets out to 12 months; as compared to a positive GAP position of approximately $1.14 billion or 17% of total assets out to three months and a positive cumulative GAP position of $1.13 billion or 16% of total assets out to 12 months at December 31, 2016. The change in the positive GAP position at September 30, 2017 as compared to December 31, 2016, was due substantially to a new methodology which took effect September 30, 2017. Under the new methodology, rate sensitive liabilities have been remodeled to reflect a more conservative repricing model. This resulted in significant changes to the GAP analysis due to interest bearing transaction and savings and money market deposits being assumed to reprice entirely in the 0-3 month category. Changes in the GAP position between September 30, 2017 and December 31, 2016 were also due to the higher amount of asset liquidity on the balance sheet including an increase in interest bearing balances. There was alsorates may have a decrease in the mix of variable rate loans from 67% of total loans to 66%. The change in the GAP position at September 30, 2017 as compared to December 31, 2016 is not deemed material to the Company’s overall interest rate risk position, which relies more heavilysignificant impact on simulation analysis that captures the full optionality within the balance sheet. The current position is within guideline limits established by the ALCO. While management believes that this overall position creates a reasonable balance in managing its interest rate risk and maximizing its net interest margin within plan objectives, there can be no assuranceincome. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react to different degrees to changes in market interest rates. Interest rates on certain types of assets and liabilities fluctuate in advance of changes in general market rates, while interest rates on other types may lag behind changes in general market rates. In addition, certain assets, such as to actual results.

Management has carefully considered its strategy to maximize interest income by reviewing interest rate levels, economic indicators and calladjustable-rate mortgage loans, have features within its investment portfolio, as well(generally referred to as interest rate floors within its loan portfolio. These factors have been discussed withcaps and floors) that limit changes in interest rates. Prepayment and early withdrawal levels also could deviate significantly from those assumed in calculating the maturity of certain instruments. The ability of many borrowers to service their debts also may decrease during periods of rising interest rates. ALCO and management believes that current strategies are appropriate to current economic andreviews each of the above interest rate trends.

If interest rates increase by 100 basis points, the Company’s net interest income and net interest margin are expected to increase modestly due to assets repricing ahead of liabilities and the assumption of an increase in money market interest rates by 70% of the change in market interest rates.

If interest rates decline by 100 basis points, the Company’s net interest income and margin are expected to decline modestly as the impact of lower market rates on a large amount of liquid assets more than offsets the ability to lower interest rates on interest bearing liabilities.

Because competitive market behavior does not necessarily track the trend of interest rates but at times moves ahead of financial market influences, the change in the cost of liabilities may besensitivity analyses along with several different than anticipated by the GAP model. If this were to occur, the effects of a declining interest rate environment may not be in accordance with management’s expectations.


GAP Analysis                        
September 30, 2017                        
(dollars in thousands)                        
                 Total Rate       
Repricible in: 0-3 months  4-12 months  13-36 months  37-60 months  Over 60 months  Sensitive  Non Sensitive  Total 
RATE SENSITIVE ASSETS:                                
Investment securities $24,085  $63,870  $150,900  $115,917  $232,233  $587,006         
Loans (1)(2)  3,669,502   669,010   849,157   625,567   296,949   6,110,184         
Fed funds and other short-term investments  440,704               440,704         
Other earning assets  61,238               61,238         
Total $4,195,529  $732,880  $1,000,057  $741,484  $529,182  $7,199,132  $194,524  $7,393,656 
                         ��       
RATE SENSITIVE LIABILITIES:                                
Noninterest bearing demand $219,573  $513,867  $707,452  $256,447  $145,818  $1,843,157         
Interest bearing transaction  429,247               429,247         
Savings and money market  2,818,871               2,818,871         
Time deposits  188,788   367,444   242,910   23,535      822,677         
Customer repurchase agreements and fed funds purchased  73,569               73,569         
Other borrowings  200,000         147,663   69,144   416,807         
Total $3,930,048  $881,311  $950,362  $427,645  $214,962  $6,404,328  $55,345  $6,459,674 
GAP $265,481  $(148,431) $49,695  $313,839  $314,220  $794,804         
Cumulative GAP $265,481  $117,050  $166,745  $480,584  $794,804             
                                 
Cumulative gap as percent of total assets  3.59%  1.58%  2.26%  6.50%  10.75%            
                                 
OFF BALANCE-SHEET:                                
Interest Rate Swaps - LIBOR based $150,000  $  $(75,000) $(75,000) $  $         
Interest Rate Swaps - Fed Funds based  100,000         (100,000)              
Total $250,000  $  $(75,000) $(175,000) $  $  $  $ 
GAP $515,481  $(148,431) $(25,305) $138,839  $314,220  $794,804         
Cumulative GAP $515,481  $367,050  $341,745  $480,584  $794,804  $         
Cumulative gap as percent of total assets  6.97%  4.96%  4.62%  6.50%  10.75%            

(1) Includes loans held for sale.

(2) Nonaccrual loans are included in the over 60 months category.

Capital Resources and Adequacy

The assessmentscenarios as part of capital adequacy depends onits responsibility to provide a number of factors such as asset quality and mix, liquidity, earnings performance, changing competitive conditions and economic forces, stress testing, regulatory measures and policy, as well as the overallsatisfactory, consistent level of growthprofitability within the framework of established liquidity, loan, investment, borrowing and complexity of the balance sheet. The adequacy of the Company’s current and future capital needs is monitored by management on an ongoing basis. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and to absorb potential losses.

The federal banking regulators have issued guidance for those institutions which are deemed to have concentrations in commercial real estate lending. Pursuant to the supervisory criteria contained in the guidance for identifying institutions with a potential commercial real estate concentration risk, institutions which have (1) total reported loans for construction, land development, and other land acquisitions which represent 100% or more of an institution’s total risk-based capital; or (2) total commercial real estate loans representing 300% or more of the institution’s total risk-based capital and the institution’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months are identified as having potential commercial real estate concentration risk. Institutions which are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management with respect to their commercial real estate portfolios, and may be required to hold higher levels of capital. The Company, like many community banks, has a concentration in commercial real estate loans, and the Company has experienced significant growth in its commercial real estate portfolio in recent years. At September 30, 2017 non-owner-occupied commercial real estate loans (including construction, land and land development loans) represent 334% of total risk based capital. Construction, land and land development loans represent 131% of total risk based capital. Management has extensive experience in commercial real estate lending, and has implemented and continues to maintain heightened risk management procedures, and strong underwriting criteria with respect to its commercial real estate portfolio. Loan monitoring practices include but are not limited to periodic stress testing analysis to evaluate changes to cash flows, owing to interest rate increases and declines in net operating income. Nevertheless, we may be required to maintain higher levels of capital as a result of our commercial real estate concentrations, which could require us to obtain additional capital, and may adversely affect shareholder returns. The Company has an extensive Capital Plan and Policy, which includes pro-forma projections including stress testing within which the Board of Directors has established internal policy limits for regulatory capital ratios that are in excess of well capitalized ratios.

policies.

The Company and the Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements.

The prompt corrective action regulations provide five categories, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If a bank is only adequately capitalized, regulatory approval is required to, among other things, accept, renew or roll-over brokered deposits. If a bank is undercapitalized, capital distributions and growth and expansion are limited, and plans for capital restoration are required.

In July 2013, the Board of Governors of the Federal Reserve Board and the FDIC approved final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (commonly known as Basel III). Under the final rules, which became applicable to the Company and the Bank on January 1, 2015 and are subject to a phase-in period through January 1, 2019, minimum requirements will increase for both the quantity and quality of capital held by the Company and the Bank. The rules include a new common equity Tier 1 capital to risk-weighted assets ratio (CET1 ratio) of 4.5% and a capital conservation buffer of 2.5% of risk-weighted assets, which when fully phased-in, effectively results in a minimum CET1 ratio of 7.0%. Basel III raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% (which, with the capital conservation buffer, effectively results in a minimum Tier 1 capital ratio of 8.5% when fully phased-in), effectively results in a minimum total capital to risk-weighted assets ratio of 10.5% (with the capital conservation buffer fully phased-in), and requires a minimum leverage ratio of 4.0%. Basel III also makes changes to risk weights for certain assets and off-balance-sheet exposures.

On July 26, 2016, the Company completed the sale of $150.0 million of its 5.00% Fixed-to-Floating Rate Subordinated Notes, due August 1, 2026 (the “Notes”). The Notes were offered to the public at par. The notes qualify as Tier 2 capital for regulatory purposes to the fullest extent permitted under the Basel III Rule.


The actual capital amounts and ratios for the Company and Bank as of September 30, 2017, December 31, 2016 and September 30, 2016 are presented in the table below.

           To Be Well 
  Company  Bank  Minimum  Capitalized Under 
              Required For  Prompt Corrective 
  Actual  Actual  Capital  Action 
(dollars in thousands) Amount  Ratio  Amount  Ratio  Adequacy Purposes  Regulations * 
As of September 30, 2017                  
CET1 capital (to risk weighted aseets) $827,220   11.40% $949,487   13.12%  5.750%  6.5%
Total capital (to risk weighted assets)  1,110,282   15.30%  1,012,072   13.98%  9.250%  10.0%
Tier 1 capital (to risk weighted assets)  827,220   11.40%  949,487   13.12%  7.250%  8.0%
Tier 1 capital (to average assets)  827,220   11.78%  949,487   13.54%  5.000%  5.0%
                         
As of December 31, 2016                        
CET1 capital (to risk weighted aseets) $737,512   10.80% $854,226   12.55%  5.125%  6.5%
Total capital (to risk weighted assets)  1,016,712   14.89%  913,100   13.41%  8.625%  10.0%
Tier 1 capital (to risk weighted assets)  737,512   10.80%  854,226   12.55%  6.625%  8.0%
Tier 1 capital (to average assets)  737,512   10.72%  854,226   12.44%  5.000%  5.0%
                         
As of September 30, 2016                        
CET1 capital (to risk weighted assets) $710,104   10.83% $825,879   12.63%  5.125%  6.5%
Total capital (to risk weighted assets)  987,068   15.05%  882,602   13.50%  8.625%  10.0%
Tier 1 capital (to risk weighted assets)  710,104   10.83%  825,879   12.63%  6.625%  8.0%
Tier 1 capital (to average assets)  710,104   11.12%  825,879   12.95%  5.000%  5.0%

* Applies to Bank only.

Bank and holding company regulations, as well as Maryland law, impose certain restrictions on dividend payments by the Bank, as well as restricting extensions of credit and transfers of assets between the Bank and the Company. At September 30, 2017 the Bank could pay dividends to the parent to the extent of its earnings so long as it maintained required capital ratios.

Use of Non-GAAP Financial Measures

The information set forth below contains certain financial information determined by methods other than in accordance with GAAP. These non-GAAP financial measures are "tangible common equity," "tangible book value per common share," "tangible common equity ratio," "average tangible common equity," "annualized return on average tangible common equity," "efficiency ratio," and "pre-provision net revenue." The Company considers the followingthese non-GAAP measurements useful for investors, regulators, management and others to evaluate capital adequacy and to compare against other financial institutions. The tables below provide a reconciliation ofManagement uses these non-GAAP financial measures with financialin its analysis of our performance because it believes these measures definedare used as a measure of our performance by GAAP.

Tangible common equity to tangible assets (the “tangible common equity ratio”) and tangible book value per common share are non-GAAP financial measures derived from GAAP-based amounts. investors.

The Company calculates the tangible common equity ratio by excluding the balance of intangible assets from common shareholders’shareholders' equity, or tangible common equity, and dividing by tangible assets. The Company calculates tangible book value per common share by dividing tangible common equity by common shares outstanding, as compared to book value per common share, which the Company calculates by dividing common shareholders’shareholders' equity by common shares outstanding. The Company calculates the ROATCE by dividing net income available to common shareholders by average tangible common equity which is calculated by excluding the average balance of intangible assets from the average common shareholders' equity. The Company considers this information important to shareholders as tangible equity is a measure that is consistent with the calculation of capital for bank regulatory purposes, which excludes intangible assets from the calculation of risk based ratios.

ratios, and as such is useful for investors, regulators, management and others to evaluate capital adequacy and to compare against other financial institutions.

The Company calculates the efficiency ratio by dividing noninterest expense by the sum of net interest income and noninterest income. The efficiency ratio measures a bank's overhead as a percentage of its revenue. The Company believes that reporting the non-GAAP efficiency ratio more closely measures its effectiveness of controlling operational activities.

Non-GAAP Reconciliation (Unaudited)         
          
(dollars in thousands except per share data)         
          
  Three Months Ended  Twelve Months Ended  Three Months Ended 
  September 30, 2017  December 31, 2016  September 30, 2016 
Common shareholders’ equity $933,982  $842,799  $815,639 
Less: Intangible assets  (107,150)  (107,419)  (107,694)
Tangible common equity $826,832  $735,380  $707,945 
             
Book value per common share $27.33  $24.77  $24.28 
Less: Intangible book value per common share  (3.14)  (3.16)  (3.20)
Tangible book value per common share $24.19  $21.61  $21.08 
             
Total assets $7,393,656  $6,890,096  $6,762,132 
Less: Intangible assets  (107,150)  (107,419)  (107,694)
Tangible assets $7,286,506  $6,782,677  $6,654,438 
Tangible common equity ratio  11.35%  10.84%  10.64%
The Company calculates pre-provision net revenue by subtracting noninterest expenses from the sum of net interest income and noninterest income. PPNR to average assets is calculated by dividing the annualized PPNR by average assets. The Company considers this information important to shareholders because it illustrates revenue excluding the impact of provisions and reversals to the ACL on loans.
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These disclosures should not be considered in isolation or as a substitute for results determined in accordance with GAAP and are not necessarily comparable to non-GAAP performance measures which may be presented by other bank holding companies. Management compensates for these limitations by providing detailed reconciliations between GAAP information and the non-GAAP financial measures.
The following tables reconcile the GAAP financial measures to the associated non-GAAP financial measures:
(dollars in thousands except per share data)March 31, 2024December 31, 2023
Common shareholders' equity$1,259,413 $1,274,283 
Less: Intangible assets(104,611)(104,925)
Tangible common equity$1,154,802 $1,169,358 
Book value per common share$41.72 $42.58 
Less: Intangible book value per common share(3.46)(3.50)
Tangible book value per common share$38.26 $39.08 
Total assets$11,612,648 $11,664,538 
Less: Intangible assets(104,611)(104,925)
Tangible assets$11,508,037 $11,559,613 
Tangible common equity ratio10.03 %10.12 %
Three Months Ended March 31,
(dollars in thousands)20242023
Average common shareholders' equity$1,289,656 $1,240,978 
Less: Average intangible assets(104,718)(104,231)
Average tangible common equity$1,184,938 $1,136,747 
Net income available to common shareholders$(338)$24,234 
Average tangible common equity1,184,938 1,136,747 
Annualized return on average tangible common equity(0.11)%8.65 %
Net interest income$74,698$75,024
Noninterest income3,5893,700
Operating revenue$78,287$78,724
Noninterest expense$39,997$40,584
Efficiency ratio51.09 %51.55 %
Net interest income$74,698 $75,024 
Noninterest income3,589 3,700 
Less: Noninterest expense(39,997)(40,584)
Pre-provision net revenue$38,290 $38,140 

Item

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Please refer to Item 2 of this report, “Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations," under the caption “Asset/"Asset/Liability Management and Quantitative and Qualitative Disclosure about Market Risk.

"
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Item

ITEM 4. Controls and Procedures

CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. Based onThe Company's management, under the evaluationsupervision and with the participation of ourthe Chief Executive Officer, Executive Chairman and Chief Financial Officer, evaluated, as of the last day of the period covered by this report, the effectiveness of the design and operation of the Company's disclosure controls and procedures, (asas defined in RulesRule 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934) required by Rules 13a-15(b) or 15d-15(b) underAct. Based on that evaluation, the Securities Exchange Act of 1934, our Chief Executive Officer, Executive Chairman and ourthe Chief Financial Officer have concluded that the Company did not maintain effectiveCompany's disclosure controls and procedures as of September 30, 2017 as a result of the material weaknessMarch 31, 2024 were effective to provide reasonable assurance that information required to be disclosed in the Company’s internal control relatingreports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required and that it is accumulated and communicated to income tax accounting, discussed below.

our management, including the Chief Executive Officer, Executive Chairman and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal controlscontrol over financial reporting. There were no changes in our internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) that occurred during the thirdfirst quarter of 20172024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than as described below under the caption “Remediation Plan.”

Management assessed the Company’s system of internal control over financial reporting as of September 30, 2017. This assessment was conducted based on the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission “Internal Control – Integrated Framework (2013).” Based on this assessment, management believes that the Company did not maintain effective internal control over financial reporting as of September 30, 2017 as a result of a material weakness in the Company’s internal control relating to income tax accounting, as discussed below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The Company did not maintain effective controls over its income tax accounting. Specifically, the Company did not maintain effective controls related to: state income tax apportionment; an error in federal tax rates; financial statement to tax return reconciliation errors; and matters related to accounting for share based compensation. While these errors were determined not to be material to the consolidated financial statements, and no adjustments were made as a result of these errors, this control deficiency could result in a misstatement of the tax accruals or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected on a timely basis.

reporting.

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Remediation Plan. As previously described in Part II, Item 9A of our 2016 Form 10-K, we began implementing a remediation plan to address the control deficiency that led to the material weakness mentioned above. The remediation plan includes the following:

Implementing specific review procedures, including the enhanced involvement of outside independent tax consulting services in the review of tax accounting, designed to enhance our income tax accruals and deferrals; and

Stronger quarterly income tax controls with improved documentation standards, technical oversight and training.

Our enhanced review procedures and documentation standards were in place and operating during the third quarter of 2017. We are in the process of testing the newly implemented internal controls and related procedures. The material weakness cannot be considered remediated until the control has operated for a sufficient period of time and until management has concluded, through testing, that the control is operating effectively. Our goal is to remediate this material weakness for the year ending December 31, 2017.



PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
Refer to "Note 12. Legal Contingencies" of the Notes to Consolidated Financial Statements included in Part I, Item 1 – Legal Proceedings

From time to time the Company may become involved in legal proceedings. At the present time there are no proceedingsof this Quarterly Report on Form 10-Q, which the Company believes will have a material adverse impact on the financial condition or earnings of the Company.

is incorporated herein by reference.

ITEM 1A. RISK FACTORS
We are subject to various risks and uncertainties, including those described in Part I, Item 1A, – Risk Factors

There have been no material changes as of September 30, 2017"Risk Factors" in the risk factors from those disclosed in the Company’sour Annual Report on Form 10-K for the year ended December 31, 2016.

Item 2 – Unregistered Sales2023, which could adversely affect our business, financial performance and results of Equity Securities and Use of Proceeds

operations. There have been no material changes to our risk factors from those risks included in our Annual Report on Form 10-K.
ITEM 2. - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
(a)Sales of Unregistered Securities.None
(b)Use of Proceeds.Not Applicable
(c)Issuer Purchases of Securities.None
Item 3 – Defaults Upon Senior SecuritiesNone
Item 4 – Mine Safety DisclosuresNot Applicable
Item 5 – Other Information
(a)Required 8-K DisclosuresNone
(b)Changes in Procedures for Director NominationsNone

Item 6 - Exhibits

3.1Certificate of Incorporation of the Company, as amended (1)
3.2Bylaws of the Company (2)
4.1Subordinated Indenture, dated as of August 5, 2014, between the Company and Wilmington Trust, National Association, as Trustee  (3)
4.2First Supplemental Indenture, dated as of August 5, 2014, between the Company and Wilmington Trust, National Association, as Trustee (4)


4.3Form of Global Note representing the 5.75% Subordinated Notes due September 1, 2024 (included in Exhibit 4.2)Indemnification Agreement
Second Supplemental Indenture, dated asCertification of July 26, 2016, between the Company and Wilmington Trust, National Association, as Trustee (5)
4.5Form of Global Note representing the 5.00% Fix-to-Floating Rate Subordinated Notes due August 1, 2026 (included in Exhibit 4.4)
10.12016 Stock Option Plan (6)
10.22006 Stock Plan (7)
10.3Employment Agreement dated as of April 7, 2017, between EagleBank and Charles D. Levingston (8)
10.4Amended and Restated Employment Agreement dated as of January 31, 2017, between EagleBank and Antonio F. Marquez  (9)
10.5Amended and Restated Employment Agreement dated as of January 31, 2017, between Eagle Bancorp, Inc., EagleBank and Ronald D. Paul (10)
10.6Amended and Restated Employment Agreement dated as of January 31, 2017, between EagleBank and Susan G. Riel (11)
Amended and Restated Employment Agreement dated asCertification of January 31, 2017, between EagleBank and Janice L. Williams (12)Eric R. Newell
Non-Compete Agreement dated asCertification of April 7, 2017, between EagleBank and Charles D. Levingston (13)Norman R. Pozez
Non-Compete Agreement dated asCertification of August 1, 2014, between EagleBank and Antonio F. Marquez (14)
10.10Non-Compete Agreement dated as of August 1, 2014, between EagleBank and Ronald D. Paul (15)
10.11Non-Compete Agreement dated as of August 1, 2014, between EagleBank and Susan G. Riel (16)
Non-Compete Agreement dated as of August 1, 2014, between EagleBank and Janice L. Williams (17)
10.13Amended and Restated Employment Agreement dated as of January 31, 2017, between EagleBank and Laurence E. Bensignor (18)
10.14Non-Compete Agreement dated as of August 1, 2014, between EagleBank and Laurence E. Bensignor (19)
10.15Form of Supplemental Executive Retirement Plan Agreement (20)
10.16Amended and Restated Employment Agreement dated as of January 31, 2017 between EagleBank and Lindsey S. Rheaume (21)
10.17Non-Compete Agreement dated as of December 15, 2014, between EagleBank and Lindsey S. Rheaume (22)
10.18Virginia Heritage Bank 2006 Stock Option Plan (23)
10.19Virginia Heritage Bank 2010 Long-Term Incentive Plan (24)
10.20Fidelity & Trust Financial Corporation 2004 Long Term Incentive Plan (25)
10.21Fidelity & Trust Financial Corporation 2005 Long Term Incentive Plan (26)
11Statement Regarding Computation of Per Share Income
See Note 9 of the Notes to Consolidated Financial Statements
21Subsidiaries of the Registrant
31.1Certification of Ronald D. PaulEric R. Newell
Certification of Charles D. LevingstonNorman R. Pozez
32.1101Certification of Ronald D. Paul
32.2Certification of Charles D. Levingston

101    Interactive data files pursuant to Rule 405 of Regulation S-T:
(i)Consolidated Balance Sheets at September 30, 2017,March 31, 2024 and December 31, 2016 and September 30, 2016.2023
(ii)Consolidated Statement of Operations for the three and nine months ended September 30, 2017March 31, 2024 and 2016.2023
(iii)Consolidated Statement of Comprehensive (Loss) Income for the three and nine months ended September 30, 2017March 31, 2024 and 2016.2023


(iv)Consolidated Statement of Changes in Shareholders’Shareholders' Equity for the ninethree months ended September 30, 2017March 31, 2024 and 2016.2023
(v)Consolidated Statement of Cash Flows for the ninethree months ended September 30, 2017March 31, 2024 and 2016.2023
(vi)Notes to the Consolidated Financial Statements.Statements

104(1)Incorporated by reference to the ExhibitThe cover page of the same number to the Company’s Currentthis Quarterly Report on Form 8-K filed on May 17, 2016.10-Q, formatted in Inline XBRL

(2)Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 17, 2016.

(3)Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 5, 2014.

(4)Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 5, 2014.

(5)Incorporated by Reference to Exhibit 4.2 to the Company’s Current report on Form 8-K filed on July 22, 2016.

(6)Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (Registration No. 333-211857) filed on June 6, 2016.

(7)Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (No. 333-187713).

(8)Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 11, 2017.

(9)Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 6, 2017.

(10)Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 6, 2017.

(11)Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 6, 2017.

(12)Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 6, 2017.

(13)Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 11, 2017.

(14)Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on December 15, 2014.

(15)Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on December 15, 2014.

(16)Incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on December 15, 2014.

(17)Incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on December 15, 2014.

(18)Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on February 6, 2017.

(19)Incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed on December 15, 2014.

(20)Incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the Year ended December 31, 2013.

(21)Incorporated by reference to Exhibit 10.7 to the Company’s current Report on Form 8-K filed on February 6, 2017.

(22)Incorporated by reference to Exhibit 10.29 to the Company’s Form 10-Q for the Quarter ended March 31, 2015.

(23)Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (No. 333-199875).

(24)

Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (No. 333-199875).

(25)

Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (No. 333- 153426).

(26)

Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (No. 333- 153426).




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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EAGLE BANCORP, INC.
Date:May 3, 2024By:/s/ Susan G. Riel
Date: November 9, 2017By:/s/ Ronald D. Paul
Ronald D. Paul, Chairman,Susan G. Riel, President and Chief Executive Officer of the Company
Date: November 9, 2017May 3, 2024By:/s/ Charles D. LevingstonEric R. Newell
Charles D. Levingston,Eric R. Newell, Executive Vice President and Chief Financial Officer of the Company

65