UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022March 31, 2023

or

    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: 001-36448
Bankwell Financial Group, Inc.
(Exact Name of Registrant as specified in its Charter)
Connecticut20-8251355
(State or other jurisdiction of(I.R.S. Employer
Incorporation or organization)Identification No.)
258 Elm Street
New Canaan, Connecticut 06840
(203) 652-0166
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which
Registered
Common Stock, no par value per
share

BWFG
NASDAQ Global Market

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. þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). þ 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨Accelerated filer¨
Non-accelerated filerSmaller 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. ¨

1


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No

As of July 31, 2022,April 30, 2023, there were 7,763,3897,843,438 shares of the registrant’s common stock outstanding.
2


Bankwell Financial Group, Inc.
Form 10-Q

Table of Contents
Certifications
3


PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements
Bankwell Financial Group, Inc.
Consolidated Balance Sheets - (unaudited)
(In thousands, except share data)
June 30, 2022December 31, 2021March 31, 2023December 31, 2022
ASSETSASSETSASSETS
Cash and due from banksCash and due from banks$149,522 $291,598 Cash and due from banks$249,812 $344,925 
Federal funds soldFederal funds sold21,505 53,084 Federal funds sold27,370 10,754 
Cash and cash equivalentsCash and cash equivalents171,027 344,682 Cash and cash equivalents277,182 355,679 
Investment securitiesInvestment securitiesInvestment securities
Marketable equity securities, at fair valueMarketable equity securities, at fair value2,126 2,168 Marketable equity securities, at fair value2,028 1,988 
Available for sale investment securities, at fair valueAvailable for sale investment securities, at fair value94,907 90,198 Available for sale investment securities, at fair value103,171 103,663 
Held to maturity investment securities, at amortized cost (fair values of $15,511 and $18,445 at June 30, 2022 and December 31, 2021, respectively)15,917 16,043 
Held to maturity investment securities, at amortized cost (fair values of $15,881 and $15,435 at March 31, 2023 and December 31, 2022, respectively)Held to maturity investment securities, at amortized cost (fair values of $15,881 and $15,435 at March 31, 2023 and December 31, 2022, respectively)15,931 15,983 
Total investment securitiesTotal investment securities112,950 108,409 Total investment securities121,130 121,634 
Loans receivable (net of allowance for loan losses of $15,773 at June 30, 2022 and $16,902 at December 31, 2021)2,036,626 1,875,167 
Loans receivable (net of ACL-Loans of $27,998 at March 31, 2023 and $22,431 at December 31, 2022)Loans receivable (net of ACL-Loans of $27,998 at March 31, 2023 and $22,431 at December 31, 2022)2,724,514 2,646,384 
Accrued interest receivableAccrued interest receivable8,047 7,512 Accrued interest receivable14,261 13,070 
Federal Home Loan Bank stock, at costFederal Home Loan Bank stock, at cost5,064 2,814 Federal Home Loan Bank stock, at cost5,234 5,216 
Premises and equipment, netPremises and equipment, net27,768 25,588 Premises and equipment, net27,619 27,199 
Bank-owned life insuranceBank-owned life insurance49,699 49,174 Bank-owned life insurance50,524 50,243 
GoodwillGoodwill2,589 2,589 Goodwill2,589 2,589 
Deferred income taxes, netDeferred income taxes, net4,768 7,621 Deferred income taxes, net8,692 7,422 
Other assetsOther assets17,014 32,708 Other assets20,573 23,013 
Total assetsTotal assets$2,435,552 $2,456,264 Total assets$3,252,318 $3,252,449 
LIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITY
LiabilitiesLiabilitiesLiabilities
DepositsDepositsDeposits
Noninterest bearing depositsNoninterest bearing deposits$372,584 $398,956 Noninterest bearing deposits$377,667 $404,559 
Interest bearing depositsInterest bearing deposits1,660,941 1,725,042 Interest bearing deposits2,420,641 2,396,259 
Total depositsTotal deposits2,033,525 2,123,998 Total deposits2,798,308 2,800,818 
Advances from the Federal Home Loan BankAdvances from the Federal Home Loan Bank105,000 50,000 Advances from the Federal Home Loan Bank90,000 90,000 
Subordinated debentures (face value of $35,000 and $35,000 at June 30, 2022 and December 31, 2021, respectively, less unamortized debt issuance costs of $500 and $559 at June 30, 2022 and December 31, 2021, respectively)34,500 34,441 
Subordinated debentures (face value of $70,000 and $70,000 at March 31, 2023 and December 31, 2022, respectively, less unamortized debt issuance costs of $980 and $1,041 at March 31, 2023 and December 31, 2022, respectively)Subordinated debentures (face value of $70,000 and $70,000 at March 31, 2023 and December 31, 2022, respectively, less unamortized debt issuance costs of $980 and $1,041 at March 31, 2023 and December 31, 2022, respectively)69,020 68,959 
Accrued expenses and other liabilitiesAccrued expenses and other liabilities37,060 45,838 Accrued expenses and other liabilities52,683 54,203 
Total liabilitiesTotal liabilities2,210,085 2,254,277 Total liabilities3,010,011 3,013,980 
Commitments and contingenciesCommitments and contingencies00Commitments and contingencies
Shareholders' equityShareholders' equityShareholders' equity
Common stock, no par value; 10,000,000 shares authorized, 7,752,389 and 7,803,166 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively115,599 118,148 
Common stock, no par value; 10,000,000 shares authorized, 7,843,438 and 7,730,699 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectivelyCommon stock, no par value; 10,000,000 shares authorized, 7,843,438 and 7,730,699 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively115,875 115,018 
Retained earningsRetained earnings109,523 92,400 Retained earnings127,566 123,640 
Accumulated other comprehensive income (loss)345 (8,561)
Accumulated other comprehensive lossAccumulated other comprehensive loss(1,134)(189)
Total shareholders' equityTotal shareholders' equity225,467 201,987 Total shareholders' equity242,307 238,469 
Total liabilities and shareholders' equityTotal liabilities and shareholders' equity$2,435,552 $2,456,264 Total liabilities and shareholders' equity$3,252,318 $3,252,449 

See accompanying notes to consolidated financial statements (unaudited)
4


Bankwell Financial Group, Inc.
Consolidated Statements of Income – (unaudited)
(In thousands, except share data)
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended March 31,
202220212022202120232022
Interest and dividend incomeInterest and dividend incomeInterest and dividend income
Interest and fees on loansInterest and fees on loans$25,141 $19,266 $46,569 $37,166 Interest and fees on loans$39,723 $21,428 
Interest and dividends on securitiesInterest and dividends on securities774 736 1,494 1,505 Interest and dividends on securities1,000 720 
Interest on cash and cash equivalentsInterest on cash and cash equivalents449 90 603 198 Interest on cash and cash equivalents3,568 154 
Total interest and dividend incomeTotal interest and dividend income26,364 20,092 48,666 38,869 Total interest and dividend income44,291 22,302 
Interest expenseInterest expenseInterest expense
Interest expense on depositsInterest expense on deposits1,983 2,744 4,189 5,858 Interest expense on deposits17,033 2,206 
Interest expense on borrowingsInterest expense on borrowings558 769 1,144 1,777 Interest expense on borrowings1,717 586 
Total interest expenseTotal interest expense2,541 3,513 5,333 7,635 Total interest expense18,750 2,792 
Net interest incomeNet interest income23,823 16,579 43,333 31,234 Net interest income25,541 19,510 
Credit for loan losses(1,445)(20)(1,216)(316)
Provision for credit lossesProvision for credit losses826 229 
Net interest income after credit for loan losses25,268 16,599 44,549 31,550 
Net interest income after provision for credit lossesNet interest income after provision for credit losses24,715 19,281 
Noninterest incomeNoninterest incomeNoninterest income
Gains and fees from sales of loans608 814 1,239 1,327 
Bank-owned life insuranceBank-owned life insurance265 251 525 482 Bank-owned life insurance281 260 
Service charges and feesService charges and fees249 217 489 416 Service charges and fees286 240 
Gains and fees from sales of loansGains and fees from sales of loans931 631 
OtherOther30 158 (143)1,170 Other28 (173)
Total noninterest incomeTotal noninterest income1,152 1,440 2,110 3,395 Total noninterest income1,526 958 
Noninterest expenseNoninterest expenseNoninterest expense
Salaries and employee benefitsSalaries and employee benefits5,433 3,960 10,373 8,729 Salaries and employee benefits6,081 4,940 
Occupancy and equipmentOccupancy and equipment2,193 3,250 4,343 5,656 Occupancy and equipment2,084 2,150 
Professional servicesProfessional services1,000 547 1,981 1,134 Professional services1,322 981 
Data processingData processing689 833 1,343 1,345 Data processing671 654 
Director feesDirector fees339 327 691 644 Director fees392 352 
FDIC insuranceFDIC insurance262 300 485 703 FDIC insurance1,062 223 
MarketingMarketing107 140 152 131 Marketing151 45 
OtherOther913 695 1,493 1,348 Other928 580 
Total noninterest expenseTotal noninterest expense10,936 10,052 20,861 19,690 Total noninterest expense12,691 9,925 
Income before income tax expenseIncome before income tax expense15,484 7,987 25,798 15,255 Income before income tax expense13,550 10,314 
Income tax expenseIncome tax expense3,462 1,759 5,564 3,338 Income tax expense3,171 2,102 
Net incomeNet income$12,022 $6,228 $20,234 $11,917 Net income$10,379 $8,212 
Earnings Per Common Share:Earnings Per Common Share:Earnings Per Common Share:
BasicBasic$1.56 $0.79 $2.61 $1.51 Basic$1.34 $1.05 
DilutedDiluted$1.55 $0.79 $2.58 $1.50 Diluted$1.33 $1.04 
Weighted Average Common Shares Outstanding:Weighted Average Common Shares Outstanding:Weighted Average Common Shares Outstanding:
BasicBasic7,556,645 7,722,481 7,596,639 7,744,368 Basic7,554,689 7,637,077 
DilutedDiluted7,614,243 7,768,026 7,683,305 7,792,600 Diluted7,616,671 7,719,405 
Dividends per common shareDividends per common share$0.20 $0.14 $0.40 $0.28 Dividends per common share$0.20 $0.20 

See accompanying notes to consolidated financial statements (unaudited)
5


Bankwell Financial Group, Inc.
Consolidated Statements of Comprehensive Income (Loss) – (unaudited)
(In thousands)
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Net income$12,022 $6,228 $20,234 $11,917 
Other comprehensive income:
Unrealized (losses) gains on securities:
Unrealized holding (losses) gains on available for sale securities(1,924)693 (6,691)(332)
Reclassification adjustment for gain realized in net income— — — — 
Net change in unrealized (losses) gains(1,924)693 (6,691)(332)
Income tax benefit (expense)430 (157)1,494 70 
Unrealized (losses) gains on securities, net of tax(1,494)536 (5,197)(262)
Unrealized gains (losses) on interest rate swaps:
Unrealized gains (losses) on interest rate swaps7,144 (3,699)18,160 7,235 
Income tax (expense) benefit(1,596)837 (4,057)(1,597)
Unrealized gains (losses) on interest rate swaps, net of tax5,548 (2,862)14,103 5,638 
Total other comprehensive income (loss), net of tax4,054 (2,326)8,906 5,376 
Comprehensive income$16,076 $3,902 $29,140 $17,293 
Three Months Ended March 31,
20232022
Net income$10,379 $8,212 
Other comprehensive income:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) on available for sale securities752 (4,767)
Reclassification adjustment for gain realized in net income— — 
Net change in unrealized gains (losses)752 (4,767)
Income tax (expense) benefit(118)1,064 
Unrealized gains (losses) on securities, net of tax634 (3,703)
Unrealized (losses) gains on interest rate swaps:
Unrealized (losses) gains on interest rate swaps(1,981)11,016 
Income tax benefit (expense)402 (2,461)
Unrealized (losses) gains on interest rate swaps, net of tax(1,579)8,555 
Total other comprehensive (loss) income, net of tax(945)4,852 
Comprehensive income$9,434 $13,064 

See accompanying notes to consolidated financial statements (unaudited)
6


Bankwell Financial Group, Inc.
Consolidated Statements of Shareholders' Equity – (unaudited)
(In thousands, except share data)
Number of Outstanding SharesCommon StockRetained EarningsAccumulated Other Comprehensive (Loss) IncomeTotal
Balance at March 31, 20227,761,338 $114,882 $99,047 $(3,709)$210,220 
Net income— — 12,022 — 12,022 
Other comprehensive income, net of tax— — — 4,054 4,054 
Cash dividends declared ($0.20 per share)— — (1,546)— (1,546)
Stock-based compensation expense— 717 — — 717 
Forfeitures of restricted stock(9,449)— — — — 
Issuance of restricted stock500 — — — — 
Balance at June 30, 20227,752,389 $115,599 $109,523 $345 $225,467 

Number of Outstanding SharesCommon StockRetained EarningsAccumulated Other Comprehensive LossTotal
Balance at March 31, 20217,908,630 $120,398 $75,418 $(7,873)$187,943 
Net income— — 6,228 — 6,228 
Other comprehensive loss, net of tax— — — (2,326)(2,326)
Cash dividends declared ($0.14 per share)— — (1,103)— (1,103)
Stock-based compensation expense— 424 — — 424 
Repurchase of common stock(13,529)(371)— — (371)
Balance at June 30, 20217,895,101 $120,451 $80,543 $(10,199)$190,795 

See accompanying notes to consolidated financial statements (unaudited)


























7


Bankwell Financial Group, Inc.
Consolidated Statements of Shareholders' Equity – (continued)
(In thousands, except share data)

Number of Outstanding SharesCommon StockRetained EarningsAccumulated Other Comprehensive (Loss) IncomeTotalNumber of Outstanding SharesCommon StockRetained EarningsAccumulated Other Comprehensive (Loss) IncomeTotal
Balance at December 31, 20217,803,166 $118,148 $92,400 $(8,561)$201,987 
Balance at December 31, 2022Balance at December 31, 20227,730,699 $115,018 $123,640 $(189)$238,469 
Cumulative effect of change in accounting principle (ASU No. 2016-13), net of taxCumulative effect of change in accounting principle (ASU No. 2016-13), net of tax— — (4,893)— (4,893)
Balance as of January 1, 2023 as adjusted for changes in accounting principleBalance as of January 1, 2023 as adjusted for changes in accounting principle7,730,699 115,018 118,747 (189)233,576 
Net incomeNet income— — 20,234 — 20,234 Net income— — 10,379 — 10,379 
Other comprehensive income, net of taxOther comprehensive income, net of tax— — — 8,906 8,906 Other comprehensive income, net of tax— — — (945)(945)
Cash dividends declared ($0.40 per share)— — (3,111)— (3,111)
Cash dividends declared ($0.20 per share)Cash dividends declared ($0.20 per share)— — (1,560)— (1,560)
Stock-based compensation expenseStock-based compensation expense— 1,258 — — 1,258 Stock-based compensation expense— 702 — — 702 
Forfeitures of restricted stockForfeitures of restricted stock(9,449)— — — — Forfeitures of restricted stock(1,950)— — — — 
Issuance of restricted stockIssuance of restricted stock69,501 — — — — Issuance of restricted stock106,009 — — — — 
Stock options exercisedStock options exercised2,000 30 — — 30 Stock options exercised8,680 155 — — 155 
Repurchase of common stockRepurchase of common stock(112,829)(3,837)— — (3,837)Repurchase of common stock— — — — — 
Balance at June 30, 20227,752,389 $115,599 $109,523 $345 $225,467 
Balance at March 31, 2023Balance at March 31, 20237,843,438 $115,875 $127,566 $(1,134)$242,307 

Number of Outstanding SharesCommon StockRetained EarningsAccumulated Other Comprehensive LossTotalNumber of Outstanding SharesCommon StockRetained EarningsAccumulated Other Comprehensive (Loss) IncomeTotal
Balance at December 31, 20207,919,278 $121,338 $70,839 $(15,575)$176,602 
Balance at December 31, 2021Balance at December 31, 20217,803,166 $118,148 $92,400 $(8,561)$201,987 
Net incomeNet income— — 11,917 — 11,917 Net income— — 8,212 — 8,212 
Other comprehensive income, net of taxOther comprehensive income, net of tax— — — 5,376 5,376 Other comprehensive income, net of tax— — — 4,852 4,852 
Cash dividends declared ($0.28 per share)— — (2,213)— (2,213)
Cash dividends declared ($0.20 per share)Cash dividends declared ($0.20 per share)— — (1,565)— (1,565)
Stock-based compensation expenseStock-based compensation expense— 856 — — 856 Stock-based compensation expense— 541 — — 541 
Forfeitures of restricted stockForfeitures of restricted stock(150)— — — — Forfeitures of restricted stock— — — — — 
Issuance of restricted stockIssuance of restricted stock51,628 — — — — Issuance of restricted stock69,001 — — — — 
Stock options exercisedStock options exercised3,500 53 — — 53 Stock options exercised2,000 30 — — 30 
Repurchase of common stockRepurchase of common stock(79,155)(1,796)— — (1,796)Repurchase of common stock(112,829)(3,837)— — (3,837)
Balance at June 30, 20217,895,101 $120,451 $80,543 $(10,199)$190,795 
Balance at March 31, 2022Balance at March 31, 20227,761,338 $114,882 $99,047 $(3,709)$210,220 

See accompanying notes to consolidated financial statements (unaudited)
87


Bankwell Financial Group, Inc.
Consolidated Statements of Cash Flows – (unaudited)
(In thousands)
Six Months Ended June 30,Three Months Ended March 31,
2022202120232022
Cash flows from operating activitiesCash flows from operating activitiesCash flows from operating activities
Net incomeNet income$20,234 $11,917 Net income$10,379 $8,212 
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization of premiums and discounts on investment securitiesNet amortization of premiums and discounts on investment securities171 93 Net amortization of premiums and discounts on investment securities18 90 
Credit for loan losses(1,216)(316)
Provision for deferred income taxes642 1,566 
Provision for credit lossesProvision for credit losses826 229 
Provision (credit) for deferred income taxesProvision (credit) for deferred income taxes472 (303)
Change in fair value of marketable equity securitiesChange in fair value of marketable equity securities55 28 Change in fair value of marketable equity securities(28)85 
Depreciation and amortizationDepreciation and amortization1,590 1,833 Depreciation and amortization884 752 
Amortization of debt issuance costsAmortization of debt issuance costs59 108 Amortization of debt issuance costs62 30 
Change in valuation allowance of right-of-use asset— (29)
Increase in cash surrender value of bank-owned life insuranceIncrease in cash surrender value of bank-owned life insurance(525)(482)Increase in cash surrender value of bank-owned life insurance(281)(260)
Gains and fees from sales of loansGains and fees from sales of loans(1,239)(1,327)Gains and fees from sales of loans(931)(631)
Stock-based compensationStock-based compensation1,258 856 Stock-based compensation702 541 
Amortization of intangibles— 18 
(Gain) loss on sale of premises and equipment(51)
Net change in:Net change in:Net change in:
Deferred loan feesDeferred loan fees1,385 (399)Deferred loan fees144 810 
Accrued interest receivableAccrued interest receivable(535)(82)Accrued interest receivable(1,191)(221)
Other assetsOther assets19,182 5,909 Other assets(404)13,516 
Accrued expenses and other liabilitiesAccrued expenses and other liabilities5,542 (1,365)Accrued expenses and other liabilities(3,539)(849)
Net cash provided by operating activitiesNet cash provided by operating activities46,552 18,334 Net cash provided by operating activities7,113 22,001 
Cash flows from investing activitiesCash flows from investing activitiesCash flows from investing activities
Proceeds from principal repayments on available for sale securitiesProceeds from principal repayments on available for sale securities4,666 8,840 Proceeds from principal repayments on available for sale securities1,225 2,847 
Proceeds from principal repayments on held to maturity securitiesProceeds from principal repayments on held to maturity securities130 4,653 Proceeds from principal repayments on held to maturity securities53 66 
Purchases of marketable equity securitiesPurchases of marketable equity securities(13)(13)Purchases of marketable equity securities(12)(7)
Purchases of available for sale securitiesPurchases of available for sale securities(16,241)(11,648)Purchases of available for sale securities— (16,241)
Purchases of held to maturity securities— (4,736)
Purchases of bank-owned life insurance— (5,500)
Net increase in loansNet increase in loans(171,810)(127,267)Net increase in loans(94,960)(96,076)
Proceeds from sales of loans not originated for saleProceeds from sales of loans not originated for sale11,421 11,707 Proceeds from sales of loans not originated for sale12,725 6,268 
Purchases of premises and equipment, netPurchases of premises and equipment, net(3,719)(4,127)Purchases of premises and equipment, net(707)(825)
(Purchase) reduction of Federal Home Loan Bank stock(2,250)4,016 
Purchases of Federal Home Loan Bank stockPurchases of Federal Home Loan Bank stock(18)(56)
Net cash used in investing activitiesNet cash used in investing activities(177,816)(124,075)Net cash used in investing activities(81,694)(104,024)

See accompanying notes to consolidated financial statements (unaudited)
98


Bankwell Financial Group, Inc.
Consolidated Statements of Cash Flows - (Continued)
(In thousands)
Six Months Ended June 30,Three Months Ended March 31,
2022202120232022
Cash flows from financing activitiesCash flows from financing activitiesCash flows from financing activities
Net change in time certificates of depositNet change in time certificates of deposit$18,852 $(140,985)Net change in time certificates of deposit$112,166 $(11,025)
Net change in other depositsNet change in other deposits(109,325)252,971 Net change in other deposits(114,677)53,231 
Net change in FHLB advances55,000 (100,000)
Repayment of subordinated debt— (10,000)
Proceeds from exercise of optionsProceeds from exercise of options30 53 Proceeds from exercise of options155 30 
Dividends paid on common stockDividends paid on common stock(3,111)(2,213)Dividends paid on common stock(1,560)(1,565)
Repurchase of common stockRepurchase of common stock(3,837)(1,796)Repurchase of common stock— (3,837)
Net cash used in financing activities(42,391)(1,970)
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities(3,916)36,834 
Net decrease in cash and cash equivalentsNet decrease in cash and cash equivalents(173,655)(107,711)Net decrease in cash and cash equivalents(78,497)(45,189)
Cash and cash equivalents:Cash and cash equivalents:Cash and cash equivalents:
Beginning of yearBeginning of year344,682 409,598 Beginning of year355,679 344,682 
End of periodEnd of period$171,027 $301,887 End of period$277,182 $299,493 
Supplemental disclosures of cash flows information:Supplemental disclosures of cash flows information:Supplemental disclosures of cash flows information:
Cash paid for:Cash paid for:Cash paid for:
InterestInterest$5,799 $3,497 Interest$14,455 $2,673 
Income taxesIncome taxes5,837 2,938 Income taxes162 150 
Noncash investing and financing activities:Noncash investing and financing activities:Noncash investing and financing activities:
Net change in unrealized gains or losses on available for sale securitiesNet change in unrealized gains or losses on available for sale securities(6,691)(332)Net change in unrealized gains or losses on available for sale securities752 (4,767)
Net change in unrealized gains or losses on interest rate swapsNet change in unrealized gains or losses on interest rate swaps18,160 7,235 Net change in unrealized gains or losses on interest rate swaps(1,981)11,016 
Establishment of right-of-use asset and lease liabilityEstablishment of right-of-use asset and lease liability— 9,837 Establishment of right-of-use asset and lease liability597 — 
Transfer of loans from held-for-investment to held-for-saleTransfer of loans from held-for-investment to held-for-sale10,182 10,380 Transfer of loans from held-for-investment to held-for-sale11,794 5,637 

See accompanying notes to consolidated financial statements (unaudited)
109



1. Nature of Operations and Summary of Significant Accounting Policies

Bankwell Financial Group, Inc. (the "Parent Corporation") is a bank holding company headquartered in New Canaan, Connecticut. The Parent Corporation offers a broad range of financial services through its banking subsidiary, Bankwell Bank (the "Bank" and, collectively with the Parent Corporation and the Parent Corporation's subsidiaries, "we", "our", "us", or the "Company").

The Bank is a Connecticut state chartered commercial bank, founded in 2002, whose deposits are insured under the Deposit Insurance Fund administered by the Federal Deposit Insurance Corporation (“FDIC”). The Bank provides a wide range of services to clients in our market, an area encompassing approximately a 100 mile radius around our branch network. In addition, the Bank pursues certain types of commercial lending services through a variety of fixed and floating rate products in Connecticut and surrounding markets. Such services are also provided to certain industries across several regions of the United States, primarily with borrowers with whom the Company has existingopportunities outside our market, particularly where we have strong relationships. The Bank operates branches in New Canaan, Stamford, Fairfield, Wilton, Westport, Darien, Norwalk, and Hamden, Connecticut. During the second quarter of 2022, the Company sold its Wilton branch building that was previously classified as held for sale. On July 8, 2022, the Company announced that it will be closing the Wilton branch effective October 7, 2022. All regulatory notices have been filed as it relates to the closure of the Wilton branch.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and the Bank, including its wholly owned passive investment company subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”) and general practices within the banking industry. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the consolidated balance sheet, and revenue and expenses for the period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the allowance for loancredit losses, the valuation of derivative instruments, investment securities valuation, evaluation of investment securities for other than temporary impairment and deferred income taxes valuation.

Basis of consolidated financial statement presentation

The unaudited consolidated financial statements presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Rule 10-01 of Regulation S-X and do not include all of the information and note disclosures required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures considered necessary for the fair presentation of the accompanying unaudited interim consolidated financial statements have been included. Interim results are not necessarily reflective of the results that may be expected for the year ending December 31, 2022.2023. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included on Form 10-K for the year ended December 31, 2021.2022.

Significant concentrations of credit risk

Many of the Company's activities are with customersclients located in Connecticut and New York, with the majority of the Company's loans in Connecticut and some New York metro area counties. Declines in property values in these areas could significantly impact the Company. The Company has a significant concentration in commercial real estate loans.loans, with a growing percentage being owner-occupied, which present a lower risk profile.

Common Share Repurchasesshare repurchases

The Company is incorporated in the state of Connecticut. Connecticut law does not provide for treasury shares, rather shares repurchased by the Company constitute authorized, but unissued shares. GAAP states that accounting for treasury stock shall conform to state law. Therefore, the cost of shares repurchased by the Company has been allocated to common stock balances.

Reclassification

Certain prior period amounts may be reclassified to conform to the 20222023 financial statement presentation. These reclassifications only change the reporting categories and do not affect the consolidated results of operations or consolidated financial position of the Company.

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Recent accounting pronouncements

The following section includes changes in accounting principles and potential effects of new accounting guidance and pronouncements.

Recently issued accounting pronouncements not yet adopted

ASU No. 2022-02,2022-06, Reference Rate Reform (Topic 848): “Facilitation of the Effects of Reference Rate Reform on Financial Instruments—Credit Losses (Topic 326): "Troubled Debt Restructurings and Vintage Disclosures.Reporting.This ASU eliminatesprovides optional guidance to ease the TDR recognition and measurement guidance and, instead, requires that an entity evaluate (consistent with thepotential burden in accounting for other loan modifications) whether(or recognizing the effects of) reference rate reform on financial reporting. The objective of the guidance in Topic 848 is to provide temporary relief during the transition period. The Board included a modification representssunset provision within Topic 848 based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published. At the time that Update 2020-04 was issued, the UK Financial Conduct Authority (FCA) had established its intent that it would no longer be necessary to persuade, or compel, banks to submit to LIBOR after December 31, 2021. As a new loan orresult, the sunset provision was set for December 31, 2022 (12 months after the expected cessation date of all currencies and tenors of LIBOR). In March 2021, the FCA announced that the intended cessation date of the overnight 1, 3, 6, and 12 month tenors of USD LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848. As the current relief in Topic 848 may not cover a continuationperiod of an existing loan. In addition, this ASU enhances existing disclosure requirements and introduces new requirements related to certaintime during which a significant number of modifications of receivables made to borrowers experiencing financial difficulty. For public business entities, this ASU requires that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. Gross write-off information must be included in the vintage disclosures required for public business entities in accordance with paragraph 326-20-50-6, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. For entities that have adopted the amendments in update 2016-13,may take place, the amendments in this update are effective for fiscal years beginningUpdate defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after December 15, 2022, including interim periods within those fiscal years. Forwhich entities that have not yet adoptedwill no longer be permitted to apply the amendmentsrelief in update 2016-13, the effective dates for the amendments in this update are the same as the effective dates in Update 2016-13. The Company has not yet adopted this accounting standard as ASU 2016-13 has not been adopted. Management continues to evaluate the impact of its future adoption of this guidance on the Company’s financial statements.Topic 848.

ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): “Measurement of Credit Losses on Financial Instruments.” This ASU changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward looking “expected loss” model that will replace today’s “incurred loss” model and can result in the earlier recognition of credit losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except that the losses will be recognized as an allowance. On July 17, 2019, the FASB proposed deferring the effective date of ASC 326 for smaller reporting companies as defined by the SEC. The FASB proposed a three year deferral for smaller reporting companies, with an effective date of January 1, 2023. On October 16, 2019, the FASB voted in favor of finalizing its proposal to defer the effective date of this standard. The FASB issued ASU No. 2019-10, which officially delayed the adoption of this standard for smaller reporting companies until fiscal years beginning after December 15, 2022. The Company qualifies to defer the adoption of this standard and has not yetRecently adopted this standard. Management continues to evaluate the impact of its future adoption of this guidance on the Company’s financial statements.accounting pronouncements

ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): “Simplifying the Test for Goodwill Impairment.”This ASU simplifies the test for goodwill impairment by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity was required to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, this ASU also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. On October 16, 2019, the FASB voted in favor of a proposal to defer the effective date of this standard in the same manner it is deferring the effective date of ASC 326. The FASB issued ASU No. 2019-10, which officially delayed the adoption of this standard for smaller reporting companies until fiscal years beginning after December 15, 2022. The Company qualifieshas adopted ASU No. 2017-04 as of March 31, 2023 and it had no impact to deferthe Company's financial statements.

ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326 "CECL"): “Measurement of Credit Losses on Financial Instruments.” This ASU changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities are required to use a new forward looking “expected loss” model that will replace today’s “incurred loss” model and can result in the earlier recognition of credit losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except that the losses will be recognized as an allowance. On November 15, 2019, the FASB issued ASU No. 2019-10, which officially delayed the adoption of this standard for smaller reporting companies (as defined by the SEC) until fiscal years beginning after December 15, 2022. In accordance with ASU No. 2019-10, on January 1, 2023, the Company adopted Topic 326.Upon adoption of CECL, the Company recorded a one-time cumulative effect, pre-tax adjustment of $5.1 million to the allowance for credit loss - loans and has not yet adopted this standard.a corresponding net of tax adjustment to beginning retained earnings. The Company doesalso recorded a one-time cumulative effect, pre-tax adjustment of $1.3 million to the allowance for credit losses - unfunded commitments (which is reflected in Accrued expenses and other liabilities on the Consolidated Balance Sheets) and a corresponding net of tax adjustment to beginning retained earnings. These impacts are reflected in the Company's first quarter 2023 financial statements. The future impact of CECL on the Company’s allowance for credit losses and provision (credit) for credit losses subsequent to the initial adoption will depend on refinements to key assumptions including forecasting and qualitative factors, as well as changes in the loan portfolio and economic conditions. The Company measured its allowance under its incurred loan loss model as of December 31, 2022. In addition, the Company also evaluated its held to maturity investment securities and available for sale investment securities upon the adoption of the standard on January 1, 2023. The Held to maturity investment securities are related to housing authority bonds in the towns of New Canaan and Stamford, CT. The Company determined these housing authority bonds have a remote risk of loss based on the historical performance of housing authority bonds and the strong credit ratings of both the towns of New Canaan and Stamford, CT. The Available for
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sale securities consist of government backed U.S. Treasuries, Mortgage-Backed Securities, and Corporate Securities. The U.S. Treasuries and Mortgage-Backed Securities are guaranteed by the U.S. Government and have a zero risk of loss. The Corporate Securities include highly rated investment grade credits with minimal default risk. As such, Management has concluded that no allowance for expected credit losses is required for the Held to maturity investment securities or the Available for sale investment securities upon adoption of the standard on January 1, 2023.

Change in Consolidated Statement of ConditionsTax EffectedChange to Retained Earnings from Adoption of CECL
Total ACL- Loans$5,079 $1,167 $3,912 
Total ACL-Unfunded Commitments1,273 292 981 
Total impact of CECL adoption$6,352 $1,459 $4,893 

ASU No. 2020-04, Reference Rate Reform (Topic 848): "Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022. Optional expedients include that modifications of contracts should be accounted for by prospectively adjusting the effective interest rate and modifications of leases should be accounted for as a continuation of the existing contract with no reassessments of lease classification and discount rate or remeasurements of lease payments. This ASU also provides many practical expedients for derivative accounting. In addition, an entity may elect to sell and/or transfer held to maturity securities that reference a rate affected by the reference rate reform classified as held to maturity prior to January 1, 2020. In particular, the Company made the following elections as it relates to hedging relationships; (1) Option to not expectreassess a previous accounting determination (paragraph 848-20-35-2); (2) Option to not dedesignate a hedging relationship due to a change in critical term (paragraph 848-20-35-3); (3) Option to change the contractual terms of a hedging instrument, hedged item, or forecasted transaction and to not dedesignate a hedging relationship (paragraph 848-30-25-5); (4) Adopt expedient ASC 848-50-25-2 to assert probability of the hedged interest regardless of any expected modification in terms related to reference rate reform; and (5) To continue the method of assessing effectiveness as documented in the original hedge documentation and apply the expedient in ASC 848-50-35-17 so that the reference rate on the hypothetical derivative matches the reference rate on the hedging instrument. For new hedging relationships designated subsequent to December 31, 2020, the Company elects to apply the expedient in ASC 848-50-25-11 to assume that the reference rate will not be replaced for the remainder of the hedging relationship. The application of this guidance todid not have a material impact on the Company’sCompany's financial statements.



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2. Investment Securities

The amortized cost, gross unrealized gains and losses and fair value of available for sale and held to maturity securities at June 30, 2022March 31, 2023 were as follows:
June 30, 2022March 31, 2023
Amortized CostGross UnrealizedFair ValueAmortized CostGross UnrealizedFair Value
GainsLossesGainsLosses
(In thousands)(In thousands)
Available for sale securities:Available for sale securities:Available for sale securities:
U.S. Government and agency obligationsU.S. Government and agency obligationsU.S. Government and agency obligations
Due from one through five yearsDue from one through five years$40,885 $— $(2,570)$38,315 Due from one through five years$55,262 $— $(3,134)$52,128 
Due from five through ten yearsDue from five through ten years32,106 — (752)31,354 Due from five through ten years28,765 — (1,831)26,934 
Due after ten yearsDue after ten years10,980 — (694)10,286 Due after ten years10,080 — (941)9,139 
Total U.S. Government and agency obligationsTotal U.S. Government and agency obligations83,971 — (4,016)79,955 Total U.S. Government and agency obligations94,107 — (5,906)88,201 
Corporate bondsCorporate bondsCorporate bonds
Due from five through ten yearsDue from five through ten years14,000 — (520)13,480 Due from five through ten years15,500 — (1,702)13,798 
Due after ten yearsDue after ten years1,500 — (28)1,472 Due after ten years1,500 — (328)1,172 
Total corporate bondsTotal corporate bonds15,500 — (548)14,952 Total corporate bonds17,000 — (2,030)14,970 
Total available for sale securitiesTotal available for sale securities$99,471 $— $(4,564)$94,907 Total available for sale securities$111,107 $— $(7,936)$103,171 
Held to maturity securities:Held to maturity securities:Held to maturity securities:
State agency and municipal obligationsState agency and municipal obligationsState agency and municipal obligations
Due after ten yearsDue after ten years$15,878 $550 $(959)$15,469 Due after ten years$15,896 $613 $(663)$15,846 
Government-sponsored mortgage backed securitiesGovernment-sponsored mortgage backed securitiesGovernment-sponsored mortgage backed securities
No contractual maturityNo contractual maturity39 — 42 No contractual maturity35 — — 35 
Total held to maturity securitiesTotal held to maturity securities$15,917 $553 $(959)$15,511 Total held to maturity securities$15,931 $613 $(663)$15,881 
    
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The amortized cost, gross unrealized gains and losses and fair value of available for sale and held to maturity securities at December 31, 20212022 were as follows:
December 31, 2021December 31, 2022
Amortized CostGross UnrealizedFair ValueAmortized CostGross UnrealizedFair Value
GainsLossesGainsLosses
(In thousands)(In thousands)
Available for sale securities:Available for sale securities:Available for sale securities:
U.S. Government and agency obligationsU.S. Government and agency obligationsU.S. Government and agency obligations
Due from one through five yearsDue from one through five years$25,747 $$(181)$25,569 Due from one through five years$55,262 $— $(3,773)$51,489 
Due from five through ten yearsDue from five through ten years16,540 866 — 17,406 Due from five through ten years31,527 — (2,165)29,362 
Due after ten yearsDue after ten years31,284 988 (58)32,214 Due after ten years8,563 — (989)7,574 
Total U.S. Government and agency obligationsTotal U.S. Government and agency obligations73,571 1,857 (239)75,189 Total U.S. Government and agency obligations95,352 — (6,927)88,425 
Corporate bondsCorporate bondsCorporate bonds
Due from five through ten yearsDue from five through ten years13,000 429 (10)13,419 Due from five through ten years15,500 — (1,506)13,994 
Due after ten yearsDue after ten years1,500 90 — 1,590 Due after ten years1,500 — (256)1,244 
Total corporate bondsTotal corporate bonds14,500 519 (10)15,009 Total corporate bonds17,000 — (1,762)15,238 
Total available for sale securitiesTotal available for sale securities$88,071 $2,376 $(249)$90,198 Total available for sale securities$112,352 $— $(8,689)$103,663 
Held to maturity securities:Held to maturity securities:Held to maturity securities:
State agency and municipal obligationsState agency and municipal obligationsState agency and municipal obligations
Due after ten yearsDue after ten years$15,998 $2,601 $(206)$18,393 Due after ten years$15,947 $315 $(864)$15,398 
Government-sponsored mortgage backed securitiesGovernment-sponsored mortgage backed securitiesGovernment-sponsored mortgage backed securities
No contractual maturityNo contractual maturity45 — 52 No contractual maturity36 — 37 
Total held to maturity securitiesTotal held to maturity securities$16,043 $2,608 $(206)$18,445 Total held to maturity securities$15,983 $316 $(864)$15,435 

There were no sales of investment securities during the sixthree months ended June 30, 2022March 31, 2023 or 2021.2022.

At June 30, 2022March 31, 2023 and December 31, 2021,2022, none of the Company's securities were pledged as collateral with the Federal Home Loan Bank ("FHLB") or any other institution.

As of June 30, 2022March 31, 2023 and December 31, 2021,2022, the actual durations of the Company's available for sale securities were significantly shorter than the stated maturities.

As of June 30,March 31, 2023, the Company held marketable equity securities with a fair value of $2.0 million and an amortized cost of $2.1 million. At December 31, 2022, the Company held marketable equity securities with a fair value of $2.1 million and an amortized cost of $2.1 million. At December 31, 2021, the Company held marketable equity securities with a fair value of $2.2$2.0 million and an amortized cost of $2.1 million. These securities represent an investment in mutual funds that have an objective to make investments for CRA purposes.


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The following tables provide information regarding available for sale securities and held to maturity securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2022March 31, 2023 and December 31, 2021:2022:

Length of Time in Continuous Unrealized Loss PositionLength of Time in Continuous Unrealized Loss Position
Less Than 12 Months12 Months or MoreTotalLess Than 12 Months12 Months or MoreTotal
Fair ValueUnrealized
Loss
Percent
Decline from
Amortized Cost
Fair ValueUnrealized
Loss
Percent
Decline from
Amortized Cost
Fair ValueUnrealized
Loss
Percent
Decline from
Amortized Cost
Fair ValueUnrealized
Loss
Percent
Decline from
Amortized Cost
Fair ValueUnrealized
Loss
Percent
Decline from
Amortized Cost
Fair ValueUnrealized
Loss
Percent
Decline from
Amortized Cost
(Dollars in thousands)(Dollars in thousands)
June 30, 2022
March 31, 2023March 31, 2023
U.S. Government and agency obligationsU.S. Government and agency obligations$79,955 $(4,016)4.78 %$— $— — %$79,955 $(4,016)4.78 %U.S. Government and agency obligations$14,466 $(92)0.10 %$73,735 $(5,814)6.18 %$88,201 $(5,906)6.28 %
Corporate bondsCorporate bonds14,952 (548)3.53 — — — 14,952 (548)3.53 Corporate bonds3,143 (357)2.10 11,827 (1,673)9.84 14,970 (2,030)11.94 
State agency and municipal obligationsState agency and municipal obligations6,392 (119)1.82 3,777 (840)18.20 10,169 (959)8.62 State agency and municipal obligations— — — 4,096 (663)13.92 4,096 (663)13.92 
Total investment securitiesTotal investment securities$101,299 $(4,683)4.42 %$3,777 $(840)18.20 %$105,076 $(5,523)4.99 %Total investment securities$17,609 $(449)0.39 %$89,658 $(8,150)7.03 %$107,267 $(8,599)7.42 %


Length of Time in Continuous Unrealized Loss PositionLength of Time in Continuous Unrealized Loss Position
Less Than 12 Months12 Months or MoreTotalLess Than 12 Months12 Months or MoreTotal
Fair ValueUnrealized
Loss
Percent
Decline from
Amortized Cost
Fair ValueUnrealized
Loss
Percent
Decline from
Amortized Cost
Fair ValueUnrealized
Loss
Percent
Decline from
Amortized Cost
Fair ValueUnrealized
Loss
Percent
Decline from
Amortized Cost
Fair ValueUnrealized
Loss
Percent
Decline from
Amortized Cost
Fair ValueUnrealized
Loss
Percent
Decline from
Amortized Cost
(Dollars in thousands)(Dollars in thousands)
December 31, 2021
December 31, 2022December 31, 2022
U.S. Government and agency obligationsU.S. Government and agency obligations$28,121 $(239)0.84 %$— $— — %$28,121 $(239)0.84 %U.S. Government and agency obligations$55,443 $(3,027)3.17 %$32,982 $(3,900)4.09 %$88,425 $(6,927)7.26 %
Corporate bondsCorporate bonds2,990 (10)0.35 — — — 2,990 (10)0.35 Corporate bonds8,838 (1,162)6.84 6,400 (600)3.50 15,238 (1,762)10.34 
State agency and municipal obligationsState agency and municipal obligations4,443 (206)4.44 — — — 4,443 (206)4.44 State agency and municipal obligations6,388 (85)0.77 3,807 (779)7.05 10,195 (864)7.82 
Total investment securitiesTotal investment securities$35,554 $(455)1.27 %$— $— — %$35,554 $(455)1.27 %Total investment securities$70,669 $(4,274)3.46 %$43,189 $(5,279)4.28 %$113,858 $(9,553)7.74 %

There were NaN and 7thirty-six available for sale securities or held to maturity securities as of June 30, 2022March 31, 2023 and December 31, 2021,2022, respectively, in which the fair value of the security was less than the amortized cost of the security.

The U.S. Government and agency obligations owned are either direct obligations of the U.S. Government or guaranteed by the U.S. Government, therefore the contractual cash flows are guaranteed and as a result the unrealized losses in this portfolio are considered to be only temporarily impaired.

The corporate bonds are investments in subordinated debt of federally insured banks, the majority of which are callable after five years of origination. The Company continually monitors its corporate bond, state agency and municipal bond portfolios and at this time these portfolios have minimal default risk because corporate bond, state agency and municipal bonds are all rated investment grade or deemed to be of investment grade quality.

The Company has the intent and ability to retain its investment securities in an unrealized loss position at June 30, 2022March 31, 2023 until the decline in value has recovered or the security has matured.


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3. Loans Receivable and Allowance for Loan LossesACL-Loans

The following table sets forth a summary of the loan portfolio at June 30, 2022March 31, 2023 and December 31, 2021:2022:
(In thousands)(In thousands)June 30, 2022December 31, 2021(In thousands)March 31, 2023December 31, 2022
Real estate loans:Real estate loans:Real estate loans:
ResidentialResidential$64,253 $79,987 Residential$58,541 $60,588 
CommercialCommercial1,499,364 1,356,709 Commercial1,960,712 1,921,252 
ConstructionConstruction111,422 98,341 Construction177,115 155,198 
1,675,039 1,535,037 2,196,368 2,137,038 
Commercial business (1)
Commercial business (1)
372,361 350,975 
Commercial business (1)
543,457 520,447 
ConsumerConsumer9,196 8,869 Consumer19,463 17,963 
Total loansTotal loans2,056,596 1,894,881 Total loans2,759,288 2,675,448 
Allowance for loan losses(15,773)(16,902)
ACL-LoansACL-Loans(27,998)(22,431)
Deferred loan origination fees, netDeferred loan origination fees, net(4,197)(2,812)Deferred loan origination fees, net(6,776)(6,633)
Loans receivable, netLoans receivable, net$2,036,626 $1,875,167 Loans receivable, net$2,724,514 $2,646,384 

(1) The June 30, 2022March 31, 2023 and December 31, 20212022 balances include $39$30 thousand and $0.2 million,$33 thousand, respectively, of Paycheck Protection Program ("PPP") loans made under the CARES Act.Coronavirus Aid, Relief and Economic Security Act (the "CARES Act").

Lending activities consist of commercial real estate loans, commercial business loans and, to a lesser degree, a variety of consumer loans. Loans may also be granted for the construction of commercial properties. The majority of commercial mortgage loans are collateralized by first or second mortgages on real estate.

Risk management

The Company has established credit policies applicable to each type of lending activity in which it engages. The Company evaluates the creditworthiness of each customerclient and extends credit of up to 80%85% of the market value of the collateral, depending on the borrower'sclient's creditworthiness and the type of collateral. The borrower’sclient’s ability to service the debt is monitored on an ongoing basis. Real estate is the primary form of collateral. Other important forms of collateral are business assets, time deposits and marketable securities. While collateral provides assurance as a secondary source of repayment, the Company ordinarily requires the primary source of repayment for commercial loans to be based on the borrower’sclient’s ability to generate continuing cash flows. In the fourth quarter of 2017, management made the strategic decision to cease the origination of residential mortgage loans. At the beginning of the third quarter 2019, the Company no longer offered home equity loans or lines of credit. The Company’s policy for residential lending generally required that the amount of the loan may not exceed 80% of the original appraised value of the property. In certain situations, the amount may have exceeded 80% LTV either with private mortgage insurance being required for that portion of the residential loan in excess of 80% of the appraised value of the property or where secondary financing is provided by a housing authority program second mortgage, a community’s low/moderate income housing program, or a religious or civic organization.


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Credit quality of loans and the allowanceAllowance for loancredit losses - Loans (ACL-Loans)

Management segregates the loan portfolio into defined segments, which are used to develop and document a systematic method for determining the Company's allowance for loan losses.ACL-Loans. The portfolio segments are segregated based on loan types and the underlying risk factors present in each loan type. Such risk factors are periodically reviewed by management and revised as deemed appropriate.

The Company's loan portfolio is segregated into the following portfolio segments:

Residential Real Estate: This portfolio segment consists of first mortgage loans secured by one-to-four family owner occupied residential properties for personal use located in the Company's market area. This segment also includes home equity loans and home equity lines of credit secured by owner occupied one-to-four family residential properties. Loans of this type were written at a combined maximum of 80% of the appraised value of the property and the Company requires a first or second lien position on the property. These loans can be affected by economic conditions and the values of the underlying properties.

Commercial Real Estate: This portfolio segment includes loans secured by commercial real estate, multi-family dwellings, owner-occupied commercial real estate and investor-owned one-to-four family dwellings. Loans secured by commercial real estate generally have larger loan balances and more credit risk than owner occupied one-to-four family mortgage loans.

Construction: This portfolio segment includes commercial construction loans for commercial development projects, including apartment buildings and condominiums, as well as office buildings, retail and other income producing properties and land loans, which are loans made with land as collateral. Construction and land development financing generally involves greater credit risk than long-term financing on improved, owner-occupied or leased real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction cost proves to be inaccurate, the Company may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project proves to be inaccurate, the borrowerclient may hold a property with a value that is insufficient to assure full repayment through sale or refinance. Construction loans also expose the Company to the risks that improvements will not be completed on time in accordance with specifications and projected costs and that repayment will depend on the successful operation or sale of the properties, which may cause some borrowersclients to be unable to continue paying debt service, which exposes the Company to greater risk of non-payment and loss.

Commercial Business: This portfolio segment includes commercial business loans secured by assignments of corporate assets and personal guarantees of the business owners. Commercial business loans generally have higher interest rates and shorter terms than other loans, but they also have increased difficulty of loan monitoring and a higher risk of default since their repayment generally depends on the successful operation of the borrower’sclient’s business. This segment also includes Paycheck Protection Program ("PPP") loans made under the CARES Act to small businesses impacted by COVID-19, to cover payroll and other operating expenses. Loans extended under the PPP are fully guaranteed by the U.S. Small Business Administration ("SBA").

Consumer: This portfolio segment includes loans secured by savings or certificate accounts, automobiles, as well as unsecured personal loans and overdraft lines of credit. In addition, there are loans to finance insurance premiums, secured primarily by the cash surrender value of life insurance and marketable securities.



17


Allowance for loan lossesACL-Loans

The following tables set forth the activity in the Company’s allowance for loan lossesACL-Loans for the three and six months ended June 30,March 31, 2023 and 2022, and 2021, by portfolio segment:    
Residential Real EstateCommercial Real EstateConstructionCommercial BusinessConsumerTotal
(In thousands)
Three Months Ended June 30, 2022
Beginning balance$358 $13,441 $56 $3,254 $32 $17,141 
Charge-offs— — — — — — 
Recoveries— 77 — — — 77 
(Credits) provisions(27)(2,038)39 548 33 (1,445)
Ending balance$331 $11,480 $95 $3,802 $65 $15,773 

Residential Real EstateCommercial Real EstateConstructionCommercial BusinessConsumerTotal
(In thousands)
Three Months Ended June 30, 2021
Beginning balance$501 $16,259 $297 $3,452 $36 $20,545 
Charge-offs— (3,814)— (51)(4)(3,869)
Recoveries— — — 16 — 16 
(Credits) provisions(183)764 (164)(441)(20)
Ending balance$318 $13,209 $133 $2,976 $36 $16,672 

Residential Real EstateCommercial Real EstateConstructionCommercial BusinessConsumerTotal
(In thousands)
Six Months Ended June 30, 2022
Beginning balance$504 $12,751 $$3,590 $53 $16,902 
Charge-offs— — — — (4)(4)
Recoveries— 77 — 13 91 
(Credits) provisions(173)(1,348)91 199 15 (1,216)
Ending balance$331 $11,480 $95 $3,802 $65 $15,773 

Residential Real EstateCommercial Real EstateConstructionCommercial BusinessConsumerTotal
(In thousands)
Six Months Ended June 30, 2021
Beginning balance$610 $16,425 $221 $3,753 $— $21,009 
Charge-offs— (3,977)— (51)(18)(4,046)
Recoveries— — — 16 25 
(Credits) provisions(292)761 (88)(742)45 (316)
Ending balance$318 $13,209 $133 $2,976 $36 $16,672 



Residential Real EstateCommercial Real EstateConstructionCommercial BusinessConsumerTotal
(In thousands)
Three Months Ended March 31, 2023
Balance As of December 31, 2022$163 $15,597 $311 $6,214 $146 $22,431 
Day 1 effect of CECL80 4,987 611 (1,125)526 5,079 
Balance as of January 1, 2023 as adjusted for changes in accounting principle243 20,584 922 5,089 672 27,510 
Charge-offs— — — (440)(12)(452)
Recoveries— — — — 
(Credit) provision for credit losses(36)(1,171)148 1,944 49 934 
Ending balance$207 $19,413 $1,070 $6,593 $715 $27,998 

Residential Real EstateCommercial Real EstateConstructionCommercial BusinessConsumerTotal
(In thousands)
Three Months Ended March 31, 2022
Beginning balance$504 $12,751 $$3,590 $53 $16,902 
Charge-offs— — — — (4)(4)
Recoveries— — — 13 14 
(Credit) provision for credit losses(146)690 52 (349)(18)229 
Ending balance$358 $13,441 $56 $3,254 $32 $17,141 


We evaluate whether a modification, extension or renewal of a loan is a current period origination in accordance with GAAP. Generally, loans up for renewal are subject to a full credit evaluation before the renewal is granted and such loans are considered current period originations for purpose of the tables below. The following tables present loans by origination and risk designation as of March 31, 2023 and December 31, 2022 (dollars in thousands):

18



Term Loans
Amortized Cost Balances by Origination Year
20232022202120202019PriorTotal
Residential Real Estate Loans
Pass$— $— $— $— $— $54,803 $54,803 
Special Mention— — — — — 147 147 
Substandard— — — — — 3,826 3,826 
Doubtful— — — — — — — 
Total Residential Real Estate Loans$— $— $— $— $— $58,776 $58,776 
Residential Real Estate charge-off
Current period net charge-offs$— $— $— $— $— $— $— 
Commercial Real Estate Loans
Pass$54,011 $793,547 $359,064 $105,991 $141,531 $483,273 $1,937,417 
Special Mention— — — — — 1,095 1,095 
Substandard— — 10,981 — — 13,363 24,344 
Doubtful— — — — — 60 60 
Total Commercial Real Estate Loans$54,011 $793,547 $370,045 $105,991 $141,531 $497,791 $1,962,916 
Commercial Real Estate charge-off
Current period net charge-offs$— $— $— $— $— $— $— 
Construction Loans
Pass$8,936 $92,374 $20,582 $37,754 $8,008 $— $167,654 
Special Mention— — — — — — — 
Substandard— — — — — 9,362 9,362 
Doubtful— — — — — — — 
Total Construction Loans$8,936 $92,374 $20,582 $37,754 $8,008 $9,362 $177,016 
Construction charge-off
Current period net charge-offs$— $— $— $— $— $— $— 
Commercial Business Loans
Pass$53,578 $312,321 $111,242 $12,212 $11,799 $40,108 $541,260 
Special Mention— — 253 — — — 253 
Substandard— — — — — 2,192 2,192 
Doubtful— — — — 1,328 208 1,536 
Total Commercial Business Loans$53,578 $312,321 $111,495 $12,212 $13,127 $42,508 $545,241 
Commercial Business charge-off
Current period net charge-offs$(1)$— $— $— $440 $— $439 
Consumer Loans
Pass$1,510 $16,507 $— $— $$44 $18,062 
Special Mention— — — — — — — 
Substandard— — — — — — — 
Doubtful— — — — — — — 
Total Consumer Loans$1,510 $16,507 $— $— $$44 $18,062 
Consumer charge-off
Current period net charge-offs$$— $— $— $— $— $
Total Loans
Pass$118,035 $1,214,749 $490,888 $155,957 $161,339 $578,228 $2,719,196 
Special Mention— — 253 — — 1,242 1,495 
Substandard— — 10,981 — — 28,743 39,724 
Doubtful— — — — 1,328 268 1,596 
Total Loans$118,035 $1,214,749 $502,122 $155,957 $162,667 $608,481 $2,762,011 
Total charge-off
Current period net charge-offs$$— $— $— $440 $— $446 
19


Term Loans
Amortized Cost Balances by Origination Year
20222021202020192018PriorTotal
Residential Real Estate Loans
Pass$— $— $— $— $145 $56,670 $56,815 
Special Mention— — — — — 147 147 
Substandard— — — — 40 3,819 3,859 
Doubtful— — — — — — — 
Total Residential Real Estate Loans$— $— $— $— $185 $60,636 $60,821 
Residential Real Estate charge-off
Current period net charge-offs$— $— $— $— $— $— $— 
Commercial Real Estate Loans
Pass$793,594 $364,308 $102,569 $142,681 $80,424 $415,810 $1,899,386 
Special Mention— — — — — 471 471 
Substandard— 10,977 — — — 14,252 25,229 
Doubtful— — — — — 67 67 
Total Commercial Real Estate Loans$793,594 $375,285 $102,569 $142,681 $80,424 $430,600 $1,925,153 
Commercial Real Estate charge-off
Current period net charge-offs$(76)$— $— $— $— $— $(76)
Construction Loans
Pass$85,559 $15,379 $36,766 $7,902 $— $— $145,606 
Special Mention— — — — — — — 
Substandard— — — — — 9,362 9,362 
Doubtful— — — — — — — 
Total Construction Loans$85,559 $15,379 $36,766 $7,902 $— $9,362 $154,968 
Construction charge-off
Current period net charge-offs$— $— $— $— $— $— $— 
Commercial Business Loans
Pass$326,881 $122,914 $13,048 $12,752 $7,066 $36,009 $518,670 
Special Mention— — — — — — — 
Substandard— — — 1,768 2,339 4,115 
Doubtful— — — — — 215 215 
Total Commercial Business Loans$326,881 $122,914 $13,048 $14,520 $7,074 $38,563 $523,000 
Commercial Business charge-off
Current period net charge-offs$(24)$— $— $— $— $(11)$(35)
Consumer Loans
Pass$16,490 $— $— $— $— $45 $16,535 
Special Mention— — — — — — — 
Substandard— — — — — — — 
Doubtful— — — — — — — 
Total Consumer Loans$16,490 $— $— $— $— $45 $16,535 
Consumer charge-off
Current period net charge-offs$18 $— $— $— $— $$19 
Total Loans
Pass$1,222,524 $502,601 $152,383 $163,335 $87,635 $508,534 $2,637,012 
Special Mention— — — — — 618 618 
Substandard— 10,977 — 1,768 48 29,772 42,565 
Doubtful— — — — — 282 282 
Total Loans$1,222,524 $513,578 $152,383 $165,103 $87,683 $539,206 $2,680,477 
Total charge-off
Current period net charge-offs$(82)$— $— $— $— $(10)$(92)
20


Loans evaluated for impairment and the related allowance for loan lossesACL-Loans as of June 30, 2022March 31, 2023 and December 31, 20212022 were as follows:
PortfolioAllowancePortfolioACL-Loans
(In thousands)(In thousands)
June 30, 2022
March 31, 2023March 31, 2023
Loans individually evaluated for impairment:Loans individually evaluated for impairment:Loans individually evaluated for impairment:
Residential real estateResidential real estate$3,882 $170 Residential real estate$3,811 $— 
Commercial real estateCommercial real estate25,547 929 Commercial real estate24,383 720 
ConstructionConstruction9,382 — Construction9,382 — 
Commercial businessCommercial business2,984 84 Commercial business3,705 — 
SubtotalSubtotal41,795 1,183 Subtotal41,281 720 
Loans collectively evaluated for impairment:Loans collectively evaluated for impairment:Loans collectively evaluated for impairment:
Residential real estateResidential real estate60,371 161 Residential real estate54,730 207 
Commercial real estateCommercial real estate1,473,817 10,551 Commercial real estate1,936,329 18,693 
ConstructionConstruction102,040 95 Construction167,733 1,070 
Commercial businessCommercial business369,377 3,718 Commercial business539,752 6,593 
ConsumerConsumer9,196 65 Consumer19,463 715 
SubtotalSubtotal2,014,801 14,590 Subtotal2,718,007 27,278 
TotalTotal$2,056,596 $15,773 Total$2,759,288 $27,998 

PortfolioAllowancePortfolioACL-Loans
(In thousands)(In thousands)
December 31, 2021
December 31, 2022December 31, 2022
Loans individually evaluated for impairment:Loans individually evaluated for impairment:Loans individually evaluated for impairment:
Residential real estateResidential real estate$4,150 $261 Residential real estate$3,846 $— 
Commercial real estateCommercial real estate29,666 2,520 Commercial real estate25,292 754 
ConstructionConstruction8,997 — Construction9,382 — 
Commercial businessCommercial business4,368 87 Commercial business4,310 147 
SubtotalSubtotal47,181 2,868 Subtotal42,830 901 
Loans collectively evaluated for impairment:Loans collectively evaluated for impairment:Loans collectively evaluated for impairment:
Residential real estateResidential real estate75,837 243 Residential real estate56,742 163 
Commercial real estateCommercial real estate1,327,043 10,231 Commercial real estate1,895,960 14,843 
ConstructionConstruction89,344 Construction145,816 311 
Commercial businessCommercial business346,607 3,503 Commercial business516,137 6,067 
ConsumerConsumer8,869 53 Consumer17,963 146 
SubtotalSubtotal1,847,700 14,034 Subtotal2,632,618 21,530 
TotalTotal$1,894,881 $16,902 Total$2,675,448 $22,431 

Credit quality indicators

To measure credit risk for the loan portfolios, the Company employs a credit risk rating system. This risk rating represents an assessed level of a loan’s risk based on the character and creditworthiness of the borrower/guarantor, the capacity of the borrower to adequately service the debt, any credit enhancements or additional sources of repayment, and the quality, value and coverage of the collateral, if any.

The objectives of the Company’s risk rating system are to provide the Board of Directors and senior management with an objective assessment of the overall quality of the loan portfolio, to promptly and accurately identify loans with well-defined
19


credit weaknesses so that timely action can be taken to minimize a potential credit loss, to identify relevant trends affecting the
21


collectability of the loan portfolio, to isolate potential problem areas and to provide essential information for determining the adequacy of the allowance for loan losses.ACL-Loans. The Company’s credit risk rating system has nine grades, with each grade corresponding to a progressively greater risk of default. Risk ratings of (1) through (5) are "pass" categories and risk ratings of (6) through (9) are criticized asset categories as defined by the regulatory agencies.

A “special mention” (6) creditloan has a potential weakness which, if uncorrected, may result in a deterioration of the repayment prospects or inadequately protect the Company’s credit position at some time in the future. “Substandard” (7) loans are credits that have a well-defined weakness or weaknesses that jeopardize the full repayment of the debt. An assetA loan rated “doubtful” (8) has all the weaknesses inherent in a substandard assetloan and which, in addition, make collection or liquidation in full highly questionable and improbable when considering existing facts, conditions, and values. Loans classified as “loss” (9) are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value; rather, it is not practical or desirable to defer writing-off this asset even though partial recovery may be made in the future.

Risk ratings are assigned as necessary to differentiate risk within the portfolio. They are reviewed on an ongoing basis through the annual loan review process performed by Company personnel, normal renewal activity and the quarterly watchlist and watched asset report process. They are revised to reflect changes in the borrower's financial condition and outlook, debt service coverage capability, repayment performance, collateral value and coverage, as well as other considerations. In addition to internal review at multiple points, outsourced loan review opines on risk ratings with regard to the sample of loans their review covers.

The following tables present credit risk ratings by loan segment as of June 30, 2022March 31, 2023 and December 31, 2021:2022:
Commercial Credit Quality IndicatorsCommercial Credit Quality Indicators
June 30, 2022December 31, 2021March 31, 2023December 31, 2022
Commercial Real EstateConstructionCommercial BusinessTotalCommercial Real EstateConstructionCommercial BusinessTotalCommercial Real EstateConstructionCommercial BusinessTotalCommercial Real EstateConstructionCommercial BusinessTotal
(In thousands)(In thousands)
PassPass$1,455,062 $102,040 $367,923 $1,925,025 $1,307,992 $89,344 $345,153 $1,742,489 Pass$1,935,235 $167,733 $539,510 $2,642,478 $1,895,492 $145,816 $516,136 $2,557,444 
Special MentionSpecial Mention18,755 — 1,454 20,209 19,051 — 1,454 20,505 Special Mention1,094 — 242 1,336 468 — — 468 
SubstandardSubstandard25,466 9,382 2,369 37,217 29,255 8,997 2,847 41,099 Substandard24,322 9,382 2,178 35,882 25,224 9,382 4,095 38,701 
DoubtfulDoubtful81 — 615 696 411 — 1,521 1,932 Doubtful61 — 1,527 1,588 68 — 216 284 
LossLoss— — — — — — — — Loss— — — — — — — — 
Total loansTotal loans$1,499,364 $111,422 $372,361 $1,983,147 $1,356,709 $98,341 $350,975 $1,806,025 Total loans$1,960,712 $177,115 $543,457 $2,681,284 $1,921,252 $155,198 $520,447 $2,596,897 

Residential and Consumer Credit Quality IndicatorsResidential and Consumer Credit Quality Indicators
June 30, 2022December 31, 2021March 31, 2023December 31, 2022
Residential Real EstateConsumerTotalResidential Real EstateConsumerTotalResidential Real EstateConsumerTotalResidential Real EstateConsumerTotal
(In thousands)(In thousands)
PassPass$60,226 $9,196 $69,422 $75,692 $8,869 $84,561 Pass$54,586 $19,463 $74,049 $56,597 $17,963 $74,560 
Special MentionSpecial Mention145 — 145 145 — 145 Special Mention144 — 144 145 — 145 
SubstandardSubstandard3,882 — 3,882 3,975 — 3,975 Substandard3,811 — 3,811 3,846 — 3,846 
DoubtfulDoubtful— — — 175 — 175 Doubtful— — — — — — 
LossLoss— — — — — — Loss— — — — — — 
Total loansTotal loans$64,253 $9,196 $73,449 $79,987 $8,869 $88,856 Total loans$58,541 $19,463 $78,004 $60,588 $17,963 $78,551 



2022


Loan portfolio aging analysis

When a loan is 15 days past due, the Company sends the borrower a late notice. The Company attempts to contact the borrower by phone if the delinquency is not corrected promptly after the notice has been sent. When the loan is 30 days past due, the Company mails the borrower a letter reminding the borrower of the delinquency and attempts to contact the borrower personally to determine the reason for the delinquency and ensure the borrower understands the terms of the loan. If necessary, after the 90th day of delinquency, the Company may take other appropriate legal action. A summary report of all loans 30 days or more past due is provided to the Board of Directors of the Company periodically. Loans greater than 90 days past due are generally put on nonaccrual status. A nonaccrual loan is restored to accrual status when it is no longer delinquent and collectability of interest and principal is no longer in doubt. A loan is considered to be no longer delinquent when timely payments are made for a period of at least six months (one year for loans providing for quarterly or semi-annual payments) by the borrower in accordance with the contractual terms. Loans that are granted payment deferrals under the CARES Act are not required to be reported as past due or placed on non-accrual status if the criteria under section 4013 of the CARES Act is met. As of June 30, 2022, no loans remained on active deferral under the CARES Act.

The following tables set forth certain information with respect to the Company's loan portfolio delinquencies by portfolio segment as of June 30, 2022March 31, 2023 and December 31, 2021:2022:
June 30, 2022March 31, 2023
30-59 Days Past Due60-89 Days Past Due90 Days or Greater Past DueTotal Past DueCurrentTotal Loans30-59 Days Past Due60-89 Days Past Due90 Days or Greater Past DueTotal Past DueCurrentTotal Loans
(In thousands)(In thousands)
Real estate loans:Real estate loans:Real estate loans:
Residential real estateResidential real estate$920 $— $132 $1,052 $63,201 $64,253 Residential real estate$1,653 $— $132 $1,785 $56,756 $58,541 
Commercial real estateCommercial real estate973 10,622 2,681 14,276 1,485,088 1,499,364 Commercial real estate123 — 1,851 1,974 1,958,738 1,960,712 
ConstructionConstruction— — 9,382 9,382 102,040 111,422 Construction— — 9,382 9,382 167,733 177,115 
Commercial businessCommercial business2,036 1,454 552 4,042 368,319 372,361 Commercial business11,608 — 1,319 12,927 530,530 543,457 
ConsumerConsumer— — — — 9,196 9,196 Consumer— — — — 19,463 19,463 
Total loansTotal loans$3,929 $12,076 $12,747 $28,752 $2,027,844 $2,056,596 Total loans$13,384 $— $12,684 $26,068 $2,733,220 $2,759,288 

December 31, 2021December 31, 2022
30-59 Days Past Due60-89 Days Past Due90 Days or Greater Past DueTotal Past DueCurrentTotal Loans30-59 Days Past Due60-89 Days Past Due90 Days or Greater Past DueTotal Past DueCurrentTotal Loans
(In thousands)(In thousands)
Real estate loans:Real estate loans:Real estate loans:
Residential real estateResidential real estate$873 $— $878 $1,751 $78,236 $79,987 Residential real estate$1,969 $— $171 $2,140 $58,448 $60,588 
Commercial real estateCommercial real estate2,186 10,500 4,244 16,930 1,339,779 1,356,709 Commercial real estate66 — 2,540 2,606 1,918,646 1,921,252 
ConstructionConstruction— — 8,997 8,997 89,344 98,341 Construction— — 9,382 9,382 145,816 155,198 
Commercial businessCommercial business1,995 1,483 1,469 4,947 346,028 350,975 Commercial business23 — 1,910 1,933 518,514 520,447 
ConsumerConsumer— — 8,866 8,869 Consumer— — — — 17,963 17,963 
Total loansTotal loans$5,054 $11,986 $15,588 $32,628 $1,862,253 $1,894,881 Total loans$2,058 $— $14,003 $16,061 $2,659,387 $2,675,448 

There were 0 loanswere no loans delinquent greater than 90 days and still accruing interest as of June 30, 2022. There were 2 loans, totaling $1.1 million, delinquent greater than 90 days and still accruing interest as ofMarch 31, 2023 or December 31, 2021. The delinquencies for these particular loans were a result of an administrative delay.2022.
2123



Loans on nonaccrual status

The following is a summary of nonaccrual loans by portfolio segment as of June 30, 2022March 31, 2023 and December 31, 2021:2022:
June 30, 2022December 31, 2021March 31, 2023December 31, 2022
(In thousands)(In thousands)
Residential real estateResidential real estate$2,161 $2,380 Residential real estate$1,443 $2,152 
Commercial real estateCommercial real estate2,955 3,482 Commercial real estate1,912 2,781 
Commercial businessCommercial business787 1,728 Commercial business1,528 2,126 
ConstructionConstruction9,382 8,997 Construction9,382 9,382 
TotalTotal$15,285 $16,587 Total$14,265 $16,441 

Interest income on loans that would have been recognized if loans on nonaccrual status had been current in accordance with their original terms for the sixthree months ended June 30,March 31, 2023 and 2022 and 2021 was $0.4$3.2 million and $0.7$0.2 million, respectively. There was no interest income recognized on these loans for the six months ended June 30, 2022 and 2021.

At June 30, 2022March 31, 2023 and December 31, 2021,2022, there were no commitments to lend additional funds to any borrower on nonaccrual status. Nonaccrual loans with no specific reserve totaled $13.4$14.3 million and $14.2$14.7 million at June 30, 2022March 31, 2023 and December 31, 2021,2022, respectively, as these loans were deemed to be adequately collateralized.

ImpairedIndividually evaluated loans

An impairedindividually evaluated loan is generally one for which it is probable, based on current information, that the Company will not collect all the amounts due in accordance with the contractual terms of the loan. ImpairedIndividually evaluated loans are individually evaluated for impairment. When the Company classifies a problem loan as impaired, it evaluates whether a specific valuation allowance is required for that portion of the asset that is estimated to be impaired.

2224


The following table summarizes impairedindividually evaluated loans by portfolio segment as of June 30, 2022March 31, 2023 and December 31, 2021:2022:
Carrying AmountUnpaid Principal BalanceAssociated AllowanceCarrying AmountUnpaid Principal BalanceAssociated ACL-Loans
June 30, 2022December 31, 2021June 30, 2022December 31, 2021June 30, 2022December 31, 2021March 31, 2023December 31, 2022March 31, 2023December 31, 2022March 31, 2023December 31, 2022
(In thousands)(In thousands)
Impaired loans without a valuation allowance:
Individually evaluated loans without a valuation allowance:Individually evaluated loans without a valuation allowance:
Residential real estateResidential real estate$2,161 $1,851 $2,382 $2,038 $— $— Residential real estate$3,811 $3,846 $4,085 $4,104 $— $— 
Commercial real estateCommercial real estate1,109 8,338 1,401 8,698 — — Commercial real estate1,912 2,782 2,082 3,108 — — 
ConstructionConstruction9,382 8,997 9,382 8,997 — — Construction9,382 9,382 9,382 9,382 — — 
Commercial businessCommercial business984 1,938 1,347 2,582 — — Commercial business2,386 2,551 2,629 2,793 — — 
Total impaired loans without a valuation allowance13,636 21,124 14,512 22,315 — — 
Total individually evaluated loans without a valuation allowanceTotal individually evaluated loans without a valuation allowance17,491 18,561 18,178 19,387 — — 
Impaired loans with a valuation allowance:
Individually evaluated loans with a valuation allowance:Individually evaluated loans with a valuation allowance:
Residential real estateResidential real estate$1,721 $2,299 $1,721 $2,304 $170 $261 Residential real estate$— $— $— $— $— $— 
Commercial real estateCommercial real estate24,438 21,328 24,477 21,367 929 2,520 Commercial real estate22,471 22,511 22,471 22,511 720 754 
Commercial businessCommercial business2,000 2,430 2,000 2,429 84 87 Commercial business1,319 1,758 1,759 1,758 — 147 
Total impaired loans with a valuation allowance28,159 26,057 28,198 26,100 1,183 2,868 
Total impaired loans$41,795 $47,181 $42,710 $48,415 $1,183 $2,868 
Total individually evaluated loans with a valuation allowanceTotal individually evaluated loans with a valuation allowance23,790 24,269 24,230 24,269 720 901 
Total individually evaluated loansTotal individually evaluated loans$41,281 $42,830 $42,408 $43,656 $720 $901 
25



The following tables summarizetable summarizes the average carrying amount of impairedindividually evaluated loans and interest income recognized on impairedindividually evaluated loans by portfolio segment for the three and six months ended June 30, 2022March 31, 2023 and 2021:2022:
Average Carrying AmountInterest Income Recognized
Three Months Ended June 30,Three Months Ended June 30,
2022202120222021
(In thousands)
Impaired loans without a valuation allowance:
Residential real estate$2,174 $4,163 $— $22 
Commercial real estate1,158 10,911 — 68 
Commercial business1,002 4,667 
Construction9,382 8,997 — — 
Total impaired loans without a valuation allowance13,716 28,738 97 
Impaired loans with a valuation allowance:
Residential real estate$1,729 $— $12 $— 
Commercial real estate24,457 22,827 139 225 
Commercial business2,000 120 13 
Total impaired loans with a valuation allowance28,186 22,947 164 226 
Total impaired loans$41,902 $51,685 $169 $323 
23


Average Carrying AmountInterest Income RecognizedAverage Carrying AmountInterest Income Recognized
Six Months Ended June 30,Six Months Ended June 30,Three Months Ended March 31,Three Months Ended March 31,
20222021202220212023202220232022
(In thousands)(In thousands)
Impaired loans without a valuation allowance:
Individually evaluated loans without a valuation allowance:Individually evaluated loans without a valuation allowance:
Residential real estateResidential real estate$2,182 $4,180 $— $43 Residential real estate$3,830 $1,647 $— $— 
Commercial real estateCommercial real estate1,213 11,008 — 362 Commercial real estate1,915 8,297 20 70 
Commercial businessCommercial business1,020 4,687 10 67 Commercial business2,392 1,039 44 
ConstructionConstruction9,217 8,997 — — Construction9,382 9,093 — — 
Total impaired loans without a valuation allowance13,632 28,872 10 472 
Impaired loans with a valuation allowance:
Total individually evaluated loans without a valuation allowanceTotal individually evaluated loans without a valuation allowance17,519 20,076 64 75 
Individually evaluated loans with a valuation allowance:Individually evaluated loans with a valuation allowance:
Residential real estateResidential real estate$1,737 $— $24 $— Residential real estate$— $2,289 $— $12 
Commercial real estateCommercial real estate24,450 23,249 278 428 Commercial real estate22,492 21,348 156 92 
Commercial businessCommercial business2,139 124 27 Commercial business1,419 2,244 — 14 
Total impaired loans with a valuation allowance28,326 23,373 329 431 
Total impaired loans$41,958 $52,245 $339 $903 
Total individually evaluated loans with a valuation allowanceTotal individually evaluated loans with a valuation allowance23,911 25,881 156 118 
Total individually evaluated loansTotal individually evaluated loans$41,430 $45,957 $220 $193 

Troubled debt restructurings ("TDRs")Loan Modifications

Modifications to aA loan arewill be considered to be a troubled debt restructuringmodified when both of the following conditions are met: 1) the borrower is experiencing financial difficulties and 2) the modification constitutes a concession that is notdirect change in line with market rates and/or terms.contractual cash flows. Modified terms are dependent upon the financial position and needs of the individual borrower. Troubled debt restructurings are classified as impaired loans.

If a performing loan is restructured into a TDR, it remains in performing status. If a nonperforming loan is restructured into a TDR, it continues to be carried in nonaccrual status. Nonaccrual classification may be removed if the borrower demonstrates compliance with the modified termsLoan modifications were $22.0 million and $22.2 million for a minimum of six months.

Loans classified as TDRs totaled $22.3 million at June 30, 2022March 31, 2023 and $25.8 million at December 31, 2021.2022, respectively. The following tables providetable provides information on loans that were modified as TDRs during the periods indicated.

Number of LoansPre-ModificationPost-ModificationNumber of LoansPre-ModificationPost-Modification
(Dollars in thousands)(Dollars in thousands)202220212022202120222021(Dollars in thousands)202320222023202220232022
Three Months Ended June 30,
Three Months Ended March 31,Three Months Ended March 31,
Residential real estateResidential real estate$703 $132 $703 $132 Residential real estate— — $— $— $— $— 
Commercial businessCommercial business— — 2,567 — 2,655 Commercial business— — — — — — 
Commercial real estateCommercial real estate— — 3,217 — 3,168 Commercial real estate— — — — — — 
TotalTotal$703 $5,916 $703 $5,955 Total— — $— $— $— $— 



2426


Number of LoansPre-ModificationPost-Modification
(Dollars in thousands)202220212022202120222021
Six Months Ended June 30,
Residential real estate$703 $764 $703 $764 
Commercial business— — 2,567 — 2,655 
Commercial real estate— — 3,217 — 3,168 
Total$703 $6,548 $703 $6,587 

At June 30, 2022 and December 31, 2021, there were 6 nonaccrual loans identified as TDRs totaling $2.6 million and 5 nonaccrual loans identified as TDRs totaling $2.0 million, respectively.

There were no loans modified in a troubled debt restructuring that re-defaulted during the six months ended June 30, 2022 and June 30, 2021.


The following table provides information on how loans were modified as TDRs during the three and six months ended June 30, 2022March 31, 2023 and June 30, 2021.March 31, 2022.

Three Months Ended June 30,Six Months Ended June 30,Three Months Ended March 31,
202220212022202120232022
(In thousands)(In thousands)
Payment concessionPayment concession$703 $132 $703 $764 Payment concession$— $— 
Maturity, rate and payment concessionMaturity, rate and payment concession— 2,655 — 2,655 Maturity, rate and payment concession— — 
Rate concessionRate concession— 3,168 — 3,168 Rate concession— — 
TotalTotal$703 $5,955 $703 $6,587 Total$— $— 

Section 4013Allowance for credit losses (ACL)-Unfunded Commitments

As part of adoption of CECL, the Company has recorded ACL-Unfunded Commitments in Accrued expenses and other liabilities. The provision is recorded within the Provision for credit losses on the Company’s Consolidated Statements of Income. The following table presents a rollforward of the CARES Act provides relief from certain requirements under GAAPACL-Unfunded Commitments for the three months ended March 31, 2023 and permits a financial institution to elect to suspend troubled debt restructuring accounting,March 31, 2022:

Three Months Ended March 31,
20232022
(In thousands)
Balance at Beginning of period$80 $170 
Reversal of prior unfunded reserve(80)— 
Day 1 effect of CECL1,273 — 
(Credit) for credit losses (unfunded commitments)1
(108)(135)
Balance at end of period$1,165 $35 

(1) In 2022, unfunded commitments was recorded as "Other" in certain circumstances, beginningnoninterest expense.

Components of Provision for Credit Losses

The following table summarizes the Provision for credit losses for the three months ended March 1, 202031, 2023 and ending on the earlier of January 1,March 31, 2022:
Three Months Ended March 31,
20232022
(In thousands)
Provision for credit losses (loans)$934 $229 
(Credit) for credit losses (unfunded commitments)1
(108)— 
Provision for credit losses$826 $229 

(1) In 2022, or sixty days after the national emergency concerning COVID-19 terminates. All short term loan modifications made on a good faith basisunfunded commitments was recorded as "Other" in response to COVID-19 to borrowers who were current prior to any request for relief are not considered TDRs.    noninterest expense.

4. Shareholders' Equity

Common Stock

The Company has 10,000,000 shares authorized and 7,752,3897,843,438 shares issued and outstanding at June 30, 2022March 31, 2023 and 10,000,000 shares authorized and 7,803,1667,730,699 shares issued and outstanding at December 31, 2021.2022. The Company's stock is traded on the NASDAQNasdaq Global stock market under the ticker symbol BWFG.


27


Dividends

The Company’s shareholders are entitled to dividends when and if declared by the Board of Directors out of funds legally available. The ability of the Company to pay dividends depends, in part, on the ability of the Bank to pay dividends to the Parent Corporation. In accordance with Connecticut statutes, regulatory approval is required to pay dividends in excess of the Bank’s profits retained in the current year plus retained profits from the previous two years. The Bank is also prohibited from paying dividends that would reduce its capital ratios below minimum regulatory requirements.


25


Issuer Purchases of Equity Securities

On December 19, 2018, the Company's Board of Directors authorized a share repurchase program of up to 400,000 shares of the Company's Common Stock and, on October 27, 2021, the Company’ Board of Directors authorized the repurchase of an additional 200,000 shares under its share repurchase program. The Company intends to accomplish the share repurchases through open market transactions, though the Company could accomplish repurchases through other means, such as privately negotiated transactions. The timing, price and volume of repurchases will be based on market conditions, relevant securities laws and other factors. The share repurchase plan does not obligate the Company to acquire any particular amount of Common Stock, and it may be modified or suspended at any time at the Company'sCompany's discretion. During the sixthree months ended June 30,March 31, 2023, the Company purchased no shares of its Common Stock. During the year ended December 31, 2022, the Company purchased 112,829166,375 shares of its Common Stock at a weighted average price of $34.01$33.30 per share. During the year ended December 31, 2021, the Company purchased 190,770 shares of its Common Stock at a weighted average price of $26.62 per share.

5. Comprehensive Income

Comprehensive income represents the sum of net income and items of other comprehensive income or loss, including net unrealized gains or losses on securities available for sale and net unrealized gains or losses on derivatives. The Company's derivativederivative instruments are utilized to manage economic risks, including interest rate risk. Changes in fair value of the Company's cash flow swap derivatives are primarily driven by changes in interest rates and recognized in other comprehensive income. The Company's current derivative positions will cause a decrease to other comprehensive income in a falling interest rate environment and an increase in a rising interest rate environment. The Company’s total comprehensivecomprehensive income or loss for the three and six months ended June 30,March 31, 2023 and March 31, 2022 and June 30, 2021 is reported in the Consolidated Statements of Comprehensive Income.

The following tables present the changes in accumulated other comprehensive income (loss) by component, net of tax for the three and six months ended June 30, 2022March 31, 2023 and June 30, 2021:March 31, 2022:    

Net Unrealized Gain (Loss) on Available for Sale SecuritiesNet Unrealized Gain (Loss) on Interest Rate SwapsTotalNet Unrealized Gain (Loss) on Available for Sale SecuritiesNet Unrealized Gain (Loss) on Interest Rate SwapsTotal
(In thousands)(In thousands)
Balance at March 31, 2022$(2,052)$(1,657)$(3,709)
Balance at December 31, 2022Balance at December 31, 2022$(6,750)$6,561 $(189)
Other comprehensive (loss) income before reclassifications, net of taxOther comprehensive (loss) income before reclassifications, net of tax(1,494)5,212 3,718 Other comprehensive (loss) income before reclassifications, net of tax634 (797)(163)
Amounts reclassified from accumulated other comprehensive income, net of taxAmounts reclassified from accumulated other comprehensive income, net of tax— 336 336 Amounts reclassified from accumulated other comprehensive income, net of tax— (782)(782)
Net other comprehensive (loss) incomeNet other comprehensive (loss) income(1,494)5,548 4,054 Net other comprehensive (loss) income634 (1,579)(945)
Balance at June 30, 2022$(3,546)$3,891 $345 
Balance at March 31, 2023Balance at March 31, 2023$(6,116)$4,982 $(1,134)


Net Unrealized Gain (Loss) on Available for Sale SecuritiesNet Unrealized Gain (Loss) on Interest Rate SwapsTotal
(In thousands)
Balance at March 31, 2021$1,946 $(9,819)$(7,873)
Other comprehensive income (loss) before reclassifications, net of tax536 (3,599)(3,063)
Amounts reclassified from accumulated other comprehensive income, net of tax— 737 737 
Net other comprehensive income (loss)536 (2,862)(2,326)
Balance at June 30, 2021$2,482 $(12,681)$(10,199)


Net Unrealized Gain (Loss) on Available for Sale SecuritiesNet Unrealized Gain (Loss) on Interest Rate SwapsTotal
(In thousands)
Balance at December 31, 2021$1,651 $(10,212)$(8,561)
Other comprehensive (loss) income before reclassifications, net of tax(3,703)7,901 4,198 
Amounts reclassified from accumulated other comprehensive income, net of tax— 654 654 
Net other comprehensive (loss) income(3,703)8,555 4,852 
Balance at March 31, 2022$(2,052)$(1,657)$(3,709)
2628


Net Unrealized Gain (Loss) on Available for Sale SecuritiesNet Unrealized Gain (Loss) on Interest Rate SwapsTotal
(In thousands)
Balance at December 31, 2021$1,651 $(10,212)$(8,561)
Other comprehensive (loss) income before reclassifications, net of tax(5,197)13,112 7,915 
Amounts reclassified from accumulated other comprehensive income, net of tax— 991 991 
Net other comprehensive (loss) income(5,197)14,103 8,906 
Balance at June 30, 2022$(3,546)$3,891 $345 

Net Unrealized Gain (Loss) on Available for Sale SecuritiesNet Unrealized Gain (Loss) on Interest Rate SwapsTotal
(In thousands)
Balance at December 31, 2020$2,744 $(18,319)$(15,575)
Other comprehensive (loss) income before reclassifications, net of tax(262)4,177 3,915 
Amounts reclassified from accumulated other comprehensive income, net of tax— 1,461 1,461 
Net other comprehensive (loss) income(262)5,638 5,376 
Balance at June 30, 2021$2,482 $(12,681)$(10,199)

The following table provides information for the items reclassified from accumulated other comprehensive income or loss:

Accumulated Other Comprehensive Income ComponentsAccumulated Other Comprehensive Income ComponentsThree Months Ended June 30,Six Months Ended June 30,Associated Line Item in the Consolidated Statements of IncomeAccumulated Other Comprehensive Income ComponentsThree Months Ended March 31,Associated Line Item in the Consolidated Statements of Income
202220212022202120232022
(In thousands)(In thousands)
Derivatives:Derivatives:Derivatives:
Unrealized losses on derivatives$(433)$(953)$(1,276)$(1,875)Interest expense on borrowings
Tax benefit97 216 285 414 Income tax expense
Unrealized gains (losses) on derivativesUnrealized gains (losses) on derivatives$982 $(842)Interest expense on borrowings
Tax (expense) benefitTax (expense) benefit(200)188 Income tax expense
Net of taxNet of tax$(336)$(737)$(991)$(1,461)Net of tax$782 $(654)

16.6. Earnings per share ("EPS")

Unvested restricted stock awards that contain non-forfeitable rights to dividends are participating securities and are included in the computation of EPS pursuant to the two-class method. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company’s unvested restricted stock awards qualify as participating securities.

Net income is allocated between the common stock and participating securities pursuant to the two-class method. Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period, excluding participating unvested restricted stock awards.

Diluted EPS is computed in a similar manner, except that the denominator includes the number of additional common shares that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method.

The following table is a reconciliation of earnings available to common shareholders and basic weighted average common shares outstanding to diluted weighted average common shares outstanding, reflecting the application of the two-class method:
27


Three Months Ended
June 30,
Six Months Ended
June 30,
Three Months Ended
March 31,
202220212022202120232022
(In thousands, except per share data)(In thousands, except per share data)
Net incomeNet income$12,022 $6,228 $20,234 $11,917 Net income$10,379 $8,212 
Dividends to participating securities(1)
Dividends to participating securities(1)
(33)(22)(68)(44)
Dividends to participating securities(1)
(42)(35)
Undistributed earnings allocated to participating securities(1)
Undistributed earnings allocated to participating securities(1)
(224)(99)(371)(189)
Undistributed earnings allocated to participating securities(1)
(230)(146)
Net income for earnings per share calculationNet income for earnings per share calculation$11,765 $6,107 $19,795 $11,684 Net income for earnings per share calculation$10,107 $8,031 
Weighted average shares outstanding, basicWeighted average shares outstanding, basic7,557 7,722 7,597 7,744 Weighted average shares outstanding, basic7,555 7,637 
Effect of dilutive equity-based awards(2)
Effect of dilutive equity-based awards(2)
57 46 86 49 
Effect of dilutive equity-based awards(2)
62 82 
Weighted average shares outstanding, dilutedWeighted average shares outstanding, diluted7,614 7,768 7,683 7,793 Weighted average shares outstanding, diluted7,617 7,719 
Net earnings per common share:Net earnings per common share:Net earnings per common share:
Basic earnings per common shareBasic earnings per common share$1.56 $0.79 $2.61 $1.51 Basic earnings per common share$1.34 $1.05 
Diluted earnings per common shareDiluted earnings per common share$1.55 $0.79 $2.58 $1.50 Diluted earnings per common share$1.33 $1.04 
(1)    Represents dividends paid and undistributed earnings allocated to unvested stock-based awards that contain non-forfeitable rights to dividends.
(2)    Represents the effect of the assumed exercise of stock options and the vesting of restricted shares, as applicable, utilizing the treasury stock method.

29


7. Regulatory Matters

The Federal Reserve, the FDIC and the other federal and state bank regulatory agencies establish regulatory capital guidelines for U.S. banking organizations.

Under the current guidelines, banking organizations must have a minimum total risk-based capital ratio of 8.0%, a minimum Tier 1 risk-based capital ratio of 6.0%, a minimum Common Equity Tier 1 risk-based capital ratio of 4.5%, and a minimum leverage ratio of 4.0% in order to be "adequately capitalized." In addition to these requirements, banking organizations must maintain a capital conservation buffer consisting of common equity in an amount above the minimum risk-based capital requirements for “adequately capitalized” institutions equal to 2.5% of total risk-weighted assets, resulting in a requirement for the Company and the Bank to effectively maintain Common Equity Tier 1, Tier 1 and total capital ratios of 7.0%, 8.5% and 10.5%, respectively. The Company and the Bank must maintain the capital conservation buffer to avoid restrictions on the ability to pay dividends, pay discretionary bonuses, or to engage in share repurchases.

Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements.

As of June 30, 2022,March 31, 2023, the Bank and Company met all capital adequacy requirements to which they are subject. There are no conditions or events since then that management believes have changed this conclusion.


28


The capital amounts and ratios for the Bank and the Company at June 30, 2022March 31, 2023 and December 31, 20212022 were as follows:
Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation BufferMinimum Regulatory Capital to be Well Capitalized Under Prompt Corrective Action ProvisionsMinimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation BufferMinimum Regulatory Capital to be Well Capitalized Under Prompt Corrective Action Provisions
Actual CapitalActual Capital
(Dollars in thousands)(Dollars in thousands)AmountRatioAmountRatioAmountRatio(Dollars in thousands)AmountRatioAmountRatioAmountRatio
Bankwell BankBankwell BankBankwell Bank
June 30, 2022
March 31, 2023March 31, 2023
Common Equity Tier 1 Capital to Risk-Weighted AssetsCommon Equity Tier 1 Capital to Risk-Weighted Assets$249,640 11.10 %$157,430 7.00 %$146,185 6.50 %Common Equity Tier 1 Capital to Risk-Weighted Assets$298,897 10.17 %$205,736 7.00 %$191,041 6.50 %
Total Capital to Risk-Weighted AssetsTotal Capital to Risk-Weighted Assets265,473 11.80 %236,145 10.50 %224,900 10.00 %Total Capital to Risk-Weighted Assets328,061 11.16 %308,604 10.50 %293,909 10.00 %
Tier I Capital to Risk-Weighted AssetsTier I Capital to Risk-Weighted Assets249,640 11.10 %191,165 8.50 %179,920 8.00 %Tier I Capital to Risk-Weighted Assets298,897 10.17 %249,822 8.50 %235,127 8.00 %
Tier I Capital to Average AssetsTier I Capital to Average Assets249,640 10.15 %98,354 4.00 %122,942 5.00 %Tier I Capital to Average Assets298,897 9.22 %129,678 4.00 %162,098 5.00 %
Bankwell Financial Group, Inc.Bankwell Financial Group, Inc.Bankwell Financial Group, Inc.
June 30, 2022
March 31, 2023March 31, 2023
Common Equity Tier 1 Capital to Risk-Weighted AssetsCommon Equity Tier 1 Capital to Risk-Weighted Assets$221,981 9.86 %$157,633 7.00 %N/AN/ACommon Equity Tier 1 Capital to Risk-Weighted Assets$240,296 8.18 %$205,736 7.00 %N/AN/A
Total Capital to Risk-Weighted AssetsTotal Capital to Risk-Weighted Assets272,314 12.09 %236,450 10.50 %N/AN/ATotal Capital to Risk-Weighted Assets338,480 11.52 %308,604 10.50 %N/AN/A
Tier I Capital to Risk-Weighted AssetsTier I Capital to Risk-Weighted Assets221,981 9.86 %191,412 8.50 %N/AN/ATier I Capital to Risk-Weighted Assets240,296 8.18 %249,822 8.50 %N/AN/A
Tier I Capital to Average AssetsTier I Capital to Average Assets221,981 9.03 %98,346 4.00 %N/AN/ATier I Capital to Average Assets240,296 7.40 %129,812 4.00 %N/AN/A
30



Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation BufferMinimum Regulatory Capital to be Well Capitalized Under Prompt Corrective Action ProvisionsMinimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation BufferMinimum Regulatory Capital to be Well Capitalized Under Prompt Corrective Action Provisions
Actual CapitalActual Capital
(Dollars in thousands)(Dollars in thousands)AmountRatioAmountRatioAmountRatio(Dollars in thousands)AmountRatioAmountRatioAmountRatio
Bankwell BankBankwell BankBankwell Bank
December 31, 2021
December 31, 2022December 31, 2022
Common Equity Tier 1 Capital to Risk-Weighted AssetsCommon Equity Tier 1 Capital to Risk-Weighted Assets$232,106 11.18 %$145,353 7.00 %$134,971 6.50 %Common Equity Tier 1 Capital to Risk-Weighted Assets$294,926 10.28 %$200,785 7.00 %$186,443 6.50 %
Total Capital to Risk-Weighted AssetsTotal Capital to Risk-Weighted Assets249,178 12.00 %218,030 10.50 %207,648 10.00 %Total Capital to Risk-Weighted Assets317,437 11.07 %301,177 10.50 %286,836 10.00 %
Tier I Capital to Risk-Weighted AssetsTier I Capital to Risk-Weighted Assets232,106 11.18 %176,500 8.50 %166,118 8.00 %Tier I Capital to Risk-Weighted Assets294,926 10.28 %243,810 8.50 %229,469 8.00 %
Tier I Capital to Average AssetsTier I Capital to Average Assets232,106 9.94 %93,392 4.00 %116,740 5.00 %Tier I Capital to Average Assets294,926 9.88 %119,361 4.00 %149,202 5.00 %
Bankwell Financial Group, Inc.Bankwell Financial Group, Inc.Bankwell Financial Group, Inc.
December 31, 2021
December 31, 2022December 31, 2022
Common Equity Tier 1 Capital to Risk-Weighted AssetsCommon Equity Tier 1 Capital to Risk-Weighted Assets$207,393 9.97 %$145,629 7.00 %N/AN/ACommon Equity Tier 1 Capital to Risk-Weighted Assets$235,672 8.21 %$201,027 7.00 %N/AN/A
Total Capital to Risk-Weighted AssetsTotal Capital to Risk-Weighted Assets260,024 12.50 %218,443 10.50 %N/AN/ATotal Capital to Risk-Weighted Assets327,142 11.39 %301,540 10.50 %N/AN/A
Tier I Capital to Risk-Weighted AssetsTier I Capital to Risk-Weighted Assets207,393 9.97 %176,835 8.50 %N/AN/ATier I Capital to Risk-Weighted Assets235,672 8.21 %244,104 8.50 %N/AN/A
Tier I Capital to Average AssetsTier I Capital to Average Assets207,393 8.87 %93,534 4.00 %N/AN/ATier I Capital to Average Assets235,672 7.89 %119,490 4.00 %N/AN/A

Regulatory Restrictions on Dividends

The ability of the Company to pay dividends depends, in part, on the ability of the Bank to pay dividends to the Parent Corporation. In accordance with Connecticut statutes, regulatory approval is required to pay dividends in excess of the Bank’s profits retained in the current year plus retained profits from the previous two years. The Bank is also prohibited from paying dividends that would reduce its capital ratios below minimum regulatory requirements.
29


Reserve Requirements on Cash

The Bank was not required to maintain a minimum reserve balance in the Federal Reserve Bank (FRB) at June 30, 2022March 31, 2023 or December 31, 20212022 as the FRB has waived this requirement due to the COVID-19 pandemic.

8. Deposits

At June 30, 2022March 31, 2023 and December 31, 2021,2022, deposits consisted of the following:
June 30, 2022December 31, 2021March 31, 2023December 31, 2022
(In thousands)(In thousands)
Noninterest bearing demand deposit accountsNoninterest bearing demand deposit accounts$372,584 $398,956 Noninterest bearing demand deposit accounts$377,667 $404,559 
Interest bearing accounts:Interest bearing accounts:Interest bearing accounts:
NOWNOW155,026 119,479 NOW89,896 104,057 
Money marketMoney market833,730 954,674 Money market874,202 913,868 
SavingsSavings196,075 193,631 Savings117,986 151,944 
Time certificates of depositTime certificates of deposit476,110 457,258 Time certificates of deposit1,338,557 1,226,390 
Total interest bearing accountsTotal interest bearing accounts1,660,941 1,725,042 Total interest bearing accounts2,420,641 2,396,259 
Total depositsTotal deposits$2,033,525 $2,123,998 Total deposits$2,798,308 $2,800,818 

31


Maturities of time certificates of deposit as of June 30, 2022March 31, 2023 and December 31, 20212022 are summarized below:
June 30, 2022December 31, 2021March 31, 2023December 31, 2022
(In thousands)(In thousands)
2022$140,991 $167,147 
20232023213,743 179,520 2023$904,411 $1,084,321 
20242024113,338 110,449 2024428,202 135,965 
202520257,873 33 20255,837 5,927 
20262026109 109 2026109 
2027202756 — 202768 68 
2028202831 — 
TotalTotal$476,110 $457,258 Total$1,338,557 $1,226,390 
The aggregate amount of individual certificate accounts, including brokered deposits with balances of $250,000 or more, was approximately $346.4$109.3 million at June 30, 2022March 31, 2023 and $305.7$74.6 million at December 31, 2021.
Brokered certificates of deposits totaled $299.4 million at June 30, 2022 and $249.4 million at December 31, 2021. There were no certificates of deposits from national listing services at June 30, 2022 or December 31, 2021. Brokered money market accounts totaled $50.0 million at June 30, 2022 and $104.0 million at December 31, 2021.2022.
The following table summarizes interest expense on deposits by account type for the three and six months ended June 30, 2022March 31, 2023 and 2021:2022:
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended March 31,
202220212022202120232022
(In thousands)(In thousands)
NOWNOW$59 $54 $106 $97 NOW$38 $47 
Money marketMoney market1,146 941 2,326 1,891 Money market6,385 1,180 
SavingsSavings103 92 204 217 Savings727 101 
Time certificates of depositsTime certificates of deposits675 1,657 1,553 3,653 Time certificates of deposits9,883 878 
Total interest expense on depositsTotal interest expense on deposits$1,983 $2,744 $4,189 $5,858 Total interest expense on deposits$17,033 $2,206 

30


9. Stock-Based Compensation

Equity award plans

The Company has stock options or unvested restricted stock outstanding under 3three equity award plans, which are collectively referred to as the “Plan”“Stock Plans”. The current plan under which any future issuances of equity awards will be made is the 2022 Bankwell Financial Group, Inc. Stock Plan, or the “2022 Plan”. All equity awards made under the 2022 Plan are made by means of an award agreement, which contains the specific terms and conditions of the grant. To date, all equity awards have been in the form of stock options or restricted stock. At June 30, 2022,March 31, 2023, there were 482,169347,254 shares reserved for future issuance under the 2022 Plan.

Stock Options: The Company accounts for stock options based on the fair value at the date of grant and records an expense over the vesting period of such awards on a straight line basis.

There were no options granted during the sixthree months ended June 30, 2022.March 31, 2023.

32


A summary of the status of outstanding stock options for the sixthree months ended June 30, 2022March 31, 2023 is presented below:
Six Months Ended June 30, 2022Three Months Ended March 31, 2023
Number of SharesWeighted Average Exercise PriceNumber of SharesWeighted Average Exercise Price
Options outstanding at beginning of periodOptions outstanding at beginning of period11,680 $17.37 Options outstanding at beginning of period8,680 $17.86 
ExercisedExercised(2,000)15.00 Exercised(8,680)17.86 
Options outstanding at end of periodOptions outstanding at end of period9,680 17.86 Options outstanding at end of period— — 
Options exercisable at end of periodOptions exercisable at end of period9,680 17.86 Options exercisable at end of period— — 

Intrinsic value is the amount by which the fair valueAs of the underlying stock exceeds the exercise price of an option on the exercise date. The total intrinsic value of share options exercised during the six months ended June 30, 2022 was $39 thousand.

The exercise price for the 9,680 options exercisable at June 30, 2022 was $17.86 per share. The weighted average remaining contractual life for these options was 0.9 years at June 30, 2022. At June 30, 2022, asMarch 31, 2023, all awarded options have vested, all of the outstanding options are exercisable, and the aggregate intrinsic value of these options was $128 thousand.vested.

Restricted Stock: Restricted stock provides grantees with rights to shares of common stock upon completion of a service period. Shares of unvested restricted stock are considered participating securities. Restricted stock awards generally vest over one to five years.

The following table presents the activity for restricted stock for the sixthree months ended June 30, 2022:March 31, 2023:
Six Months Ended June 30, 2022Three Months Ended March 31, 2023
Number of SharesWeighted Average Grant Date Fair ValueNumber of SharesWeighted Average Grant Date Fair Value
Unvested at beginning of periodUnvested at beginning of period190,359 (1)$24.57 Unvested at beginning of period214,000 (1)$27.96 
GrantedGranted69,501 (2)34.24 Granted106,009 (2)30.12 
VestedVested(54,667)(3)24.17 Vested(68,037)(3)29.94 
ForfeitedForfeited(9,449)29.05 Forfeited(1,950)29.93 
Unvested at end of periodUnvested at end of period195,744 27.89 Unvested at end of period250,022 
(1)    Includes 29,46234,369 shares of performance based restricted stock
(2)(2)    Includes 20,90531,440 shares of performance based restricted stock
(3)    Includes 13,79822,242 shares of performance based restricted stock

31


The total fair value of restricted stock awards vested during the sixthree months ended June 30, 2022March 31, 2023 was $1.8$2.1 million.

The Company's restricted stock expense for the sixthree months ended June 30,March 31, 2023 and March 31, 2022 and June 30, 2021 was $1.3$0.7 million and $0.9$0.5 million, respectively. At June 30, 2022,March 31, 2023, there was $4.1$6.2 million of unrecognized stock compensation expense for restricted stock, expected to be recognized over a weighted average period of 1.71.8 years.

Performance Based Restricted Stock: The Company has 36,56943,567 shares of performance based restricted stock outstanding as of June 30, 2022March 31, 2023 pursuant to the Company’s 2012 BNC Financial Group, Inc. Stock Plan.Plans. The awards vest over a three year service period, provided certain performance metrics are met. The share quantity that ultimately vests can range between 0% and 200%, which is dependent on the degree to which the performance metrics are met. The Company records an expense over the vesting period based on (a) the probability that the performance metric will be met and (b) the fair market value of the Company’s stock at the date of the grant.

33


10. Derivative Instruments

The Company manages economic risks, including interest rate, liquidity, and credit risk, by managing the amount, sources, and duration of its funding along with the use of interest rate derivative financial instruments, namely interest rate swaps. The Company does not use derivatives for speculative purposes. As of June 30, 2022,March 31, 2023, the Company was a party to 6 interest ratefive cash flow swaps, designated as hedging instruments, to add stability to interest expense and to manage its exposure to the variability of the future cash flowsflows attributable to the contractually specified interest rates. The notional amount for each swap is $25 million and in each case, the Company has entered into pay-fixed interest ratecash flow swaps to convert rolling 90 days Federal Home Loan Bank advances or brokered deposits. Cash flow swaps with a positive fair value are recorded as other assets and cash flow swaps with a negative fair value are recorded as other liabilities on the Consolidated Balance Sheets.

The Company terminated 2two cash flow swaps with a total notional amount of $50 million during the three monthsyear ended June 30,December 31, 2022. The underlying debt associated with the terminated swaps was kept in place. The fair value of the terminated swaps totaled $161.8$151.3 thousand as of June 30, 2022.March 31, 2023. The fair value of the terminated swaps will be reclassified from other comprehensive income to interest expense on a straight line basis over the original term of the hedging relationship.

The Company entered into one pay-fixed portfolio layer method fair value swap, designated as a hedging instrument, with a total notional amount of $150 million in the first quarter of 2023. The Company is designating the fair value swap under the portfolio layer method (“PLM”). Under this method, the hedged item is designated as a hedged layer of a closed portfolio of financial loans that is anticipated to remain outstanding for the designated hedged period. Adjustments will be made to record the swap at fair value on the Consolidated Balance Sheets, with changes in fair value recognized in interest income. The carrying value of the fair value swap on the Consolidated Balance Sheets will also be adjusted through interest income, based on changes in fair value attributable to changes in the hedged risk.

The following table represents the carrying value of the portfolio layer method hedged asset and the cumulative fair value hedging adjustment included in the carrying value of the hedged asset as of March 31, 2023 and December 31, 2022:
March 31, 2023December 31, 2022
March 31, 2023
December 31, 2022
Carrying Value of Hedged AssetHedged Asset
(In thousands)
Fixed Rate Asset (1)
$152,403 $— $2,403 $— 

(1) These amounts include the amortized cost basis of closed portfolios of fixed rate loans used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. As of June 30, 2022,March 31, 2023,the amortized cost basis of the closed portfolio used in this hedging relationship was $706.7 million, the cumulative basis adjustments associated with this hedging relationship was $2.4 million, and the amount of the designated hedged item was $150.0 million.

As of March 31, 2023, the Company has 4 interest rate swaps not designated as hedging instruments, to minimize interest rate risk exposure with loans to customers.clients.

The Company accounts for all non-borrowernon-client related interest rate swaps as either effective cash flow hedges.or fair value swaps. None of the interest rate swap agreements contain any credit risk related contingent features. A hedging instrument is expected at inception to be highly effective at offsetting changes in the hedged transactions attributable to the changes in the hedged risk.

Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain loan customers.clients. The Company executes interest rate swaps with commercial banking customersclients to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customerclient derivatives and the offsetting derivatives are recognized directly in earnings. 

Interest rate swaps with a positive fair value are recorded as other assets and interest rate swaps with a negative fair value are recorded as other liabilities on the Consolidated Balance Sheets.

3234


Information about derivative instruments at June 30, 2022March 31, 2023 and December 31, 20212022 is as follows:


As of June 30, 2022As of March 31, 2023
Derivative AssetsDerivative LiabilitiesDerivative AssetsDerivative Liabilities
Original Notional AmountBalance Sheet LocationFair ValueOriginal Notional AmountBalance Sheet LocationFair ValueOriginal Notional AmountBalance Sheet LocationFair ValueOriginal Notional AmountBalance Sheet LocationFair Value
(In thousands)(In thousands)
Derivatives designated as hedging instruments:Derivatives designated as hedging instruments:Derivatives designated as hedging instruments:
Interest rate swaps$150,000 Other assets$4,846 $— Accrued expenses and other liabilities$— 
Cash flow swapsCash flow swaps$125,000 Other assets$6,314 $— Accrued expenses and other liabilities$— 
Fair value swapFair value swap$150,000 Other assets$— $— Accrued expenses and other liabilities$2,394 
Derivatives not designated as hedging instruments:Derivatives not designated as hedging instruments:Derivatives not designated as hedging instruments:
Interest rate swaps(1)
$38,500 Other assets$2,461 $38,500 Accrued expenses and other liabilities$(2,461)
Cash flow swaps(1)
Cash flow swaps(1)
$38,500 Other assets$3,234 $38,500 Accrued expenses and other liabilities$3,234 

(1) Represents interest rate swaps with commercial banking customers,clients, which are offset by derivatives with a third party.

Accrued interest receivable related to interest rate swaps as of March 31, 2023 totaled $0.7 million and is excluded from the fair value presented in the table above. The fair value of interest rate swaps in a net asset position, including accrued interest, totaled $7.0 million as of March 31, 2023. The fair value of interest rate swaps in a net liability position, including accrued interest, totaled $2.4 million as of March 31, 2023.
35




As of December 31, 2022
Derivative AssetsDerivative Liabilities
Original Notional AmountBalance Sheet LocationFair ValueOriginal Notional AmountBalance Sheet LocationFair Value
(In thousands)
Derivatives designated as hedging instruments:
Cash flow swaps$125,000 Other assets$8,292 $— Accrued expenses and other liabilities$— 
Derivatives not designated as hedging instruments:
Interest rate swaps(1)
$35,522 Other assets$4,207 $35,522 Accrued expenses and other liabilities$4,207 

(1) Represents interest rate swaps with commercial banking clients, which are offset by derivatives with a third party.

Accrued interest payablereceivable related to interest rate swaps as of June 30,December 31, 2022 totaled $1.9 thousand$0.5 million and is excluded from the fair value presented in the table above. The fair value of interest rate swaps in a net asset position, including accrued interest, totaled $4.8 million as of June 30, 2022.


As of December 31, 2021
Derivative AssetsDerivative Liabilities
Original Notional AmountBalance Sheet LocationFair ValueOriginal Notional AmountBalance Sheet LocationFair Value
(In thousands)
Derivatives designated as hedging instruments:
Interest rate swaps$50,000 Other assets$1,043 $150,000 Accrued expenses and other liabilities$(14,195)
Derivatives not designated as hedging instruments:
Interest rate swaps(1)
$38,500 Other assets$2,585 $38,500 Accrued expenses and other liabilities$(2,585)

(1) Represents interest rate swaps with commercial banking customers, which are offset by derivatives with a third party.

Accrued interest payable related to interest rate swaps as of December 31, 2021 totaled $0.6 million and is excluded from the fair value presented in the table above. The fair value of interest rate swaps in a net liability position, including accrued interest, totaled $13.7$8.8 million as of December 31, 2021.
33


2022.
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The Company expects to reclassify $2.0$3.9 million to reduce interest expense during the next 12 months.
The Company assesses the cash flow swaps hedge effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged item or transaction. The Company does not offset derivative assets and derivative liabilities for financial statement presentation purposes.
The Company assesses the effectiveness of the fair value swap hedge with a regression analysis that compares the changes in forward curves to determine the value. The effective portion of changes in the fair value of derivatives designated as fair value hedges is recorded through interest income. The Company does not offset derivative assets and derivative liabilities for financial statement presentation purposes.
Changes in the consolidated statements of comprehensive income (loss) related to interest rate derivatives designated as hedges of cash flows were as follows for the three and six months ended June 30, 2022March 31, 2023 and June 30, 2021:March 31, 2022:
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended March 31,
(In thousands)(In thousands)2022202120222021(In thousands)20232022
Interest rate swaps designated as cash flow hedges:Interest rate swaps designated as cash flow hedges:Interest rate swaps designated as cash flow hedges:
Unrealized gain (loss) recognized in accumulated other comprehensive income before reclassifications$6,711 $(4,652)$16,885 $5,360 
Unrealized (gain) loss recognized in accumulated other comprehensive income before reclassificationsUnrealized (gain) loss recognized in accumulated other comprehensive income before reclassifications$(999)$10,174 
Amounts reclassified from accumulated other comprehensive incomeAmounts reclassified from accumulated other comprehensive income433 953 1,275 1,875 Amounts reclassified from accumulated other comprehensive income(982)842 
Income tax (expense) benefit on items recognized in accumulated other comprehensive income(1,596)837 (4,057)(1,597)
Income tax benefit (expense) on items recognized in accumulated other comprehensive incomeIncome tax benefit (expense) on items recognized in accumulated other comprehensive income402 (2,461)
Other comprehensive income (loss)Other comprehensive income (loss)$5,548 $(2,862)$14,103 $5,638 Other comprehensive income (loss)$(1,579)$8,555 

36


The above unrealized gains and losses are reflective of market interest rates as of the respective balance sheet dates. Generally, a lower interest rate environment will result in a negative impact to comprehensive income whereas a higher interest rate environment will result in a positive impact to comprehensive income.

The following table summarizes the effect of the fair value hedging relationship recognized in the consolidated statements of income for the three months ended March 31, 2023 and March 31, 2022:
Three Months Ended March 31,
(In thousands)20232022
Gain (loss) on fair value hedging relationship:
Hedged asset$2,403 $— 
Fair value derivative designated as hedging instrument(2,353)— 
Total gain recognized in the consolidated statements of income within interest and fees on loans$51 $— 

The following tables summarize gross and net information about derivative instruments that are offset in the Consolidated Balance Sheets at June 30, 2022March 31, 2023 and December 31, 2021:2022:
June 30, 2022
(In thousands)
Gross Amounts Not Offset in the Consolidated Balance Sheets
Gross Amounts of Recognized Assets(1)
Gross Amounts Offset in the Statement of Financial PositionNet Amounts of Assets presented in the Statement of Financial PositionFinancial Instruments
Cash Collateral Received(2)
Net Amount
Derivative Assets$7,291 $— $7,291 $— $7,291 $— 
(1) Includes accrued interest payable totaling $16 thousand.
(2) Actual cash collateral received totaled $8.3 million, total cash collateral received in the above table represents the total value to net the derivative assets to $0.
June 30, 2022
(In thousands)
Gross Amounts Not Offset in the Consolidated Balance Sheets
Gross Amounts of Recognized Liabilities(1)
Gross Amounts Offset in the Statement of Financial PositionNet Amounts of Liabilities presented in the Statement of Financial PositionFinancial InstrumentsCash Collateral PostedNet Amount
Derivative Liabilities$2,447 $— $2,447 $— $— $2,447 
34


March 31, 2023
(In thousands)
Gross Amounts Not Offset in the Consolidated Balance Sheets
Gross Amounts of Recognized Assets(1)
Gross Amounts Offset in the Statement of Financial PositionNet Amounts of Assets presented in the Statement of Financial PositionFinancial InstrumentsCash Collateral ReceivedNet Amount
Derivative Assets$10,220 $— $10,220 $— $8,538 $1,682 
(1) Includes accrued interest receivable totaling $14$672 thousand.
December 31, 2021
(In thousands)
Gross Amounts Not Offset in the Consolidated Balance Sheets
Gross Amounts of Recognized Assets(1)
Gross Amounts Offset in the Statement of Financial PositionNet Amounts of Assets presented in the Statement of Financial PositionFinancial InstrumentsCash Collateral ReceivedNet Amount
Derivative Assets$3,604 $— $3,604 $217 $— $3,387 

March 31, 2023
(In thousands)
Gross Amounts Not Offset in the Consolidated Balance Sheets
Gross Amounts of Recognized Liabilities(1)
Gross Amounts Offset in the Statement of Financial PositionNet Amounts of Liabilities presented in the Statement of Financial PositionFinancial InstrumentsCash Collateral PostedNet Amount
Derivative Liabilities$5,650 $— $5,650 $— $— $5,650 
(1) Includes net accrued interest payable totaling $22 thousand.
37


December 31, 2022
(In thousands)
Gross Amounts Not Offset in the Consolidated Balance Sheets
Gross Amounts of Recognized Assets(1)
Gross Amounts Offset in the Statement of Financial PositionNet Amounts of Assets presented in the Statement of Financial PositionFinancial InstrumentsCash Collateral ReceivedNet Amount
Derivative Assets$13,097 $— $13,097 $— $12,771 $326 
(1) Includes accrued interest payablereceivable totaling $24$599 thousand.
December 31, 2021
(In thousands)
Gross Amounts Not Offset in the Consolidated Balance Sheets
Gross Amounts of Recognized Liabilities(1)
Gross Amounts Offset in the Statement of Financial PositionNet Amounts of Liabilities presented in the Statement of Financial PositionFinancial InstrumentsCash Collateral PostedNet Amount
Derivative Liabilities$17,338 $— $17,338 $217 $15,845 $1,276 
December 31, 2022
(In thousands)
Gross Amounts Not Offset in the Consolidated Balance Sheets
Gross Amounts of Recognized Liabilities(1)
Gross Amounts Offset in the Statement of Financial PositionNet Amounts of Liabilities presented in the Statement of Financial PositionFinancial InstrumentsCash Collateral PostedNet Amount
Derivative Liabilities$4,258 $— $4,258 $— $— $4,258 
(1) Includes no accrued interest payable totaling $558 thousand.interest.

11. Fair Value of Financial Instruments

GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the Consolidated Balance Sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rates and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instrument.

Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction. The estimated fair value amounts have been measured as of the respective period-ends, and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period-end.

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk.

3538


The carrying values, fair values and placement in the fair value hierarchy of the Company's financial instruments at June 30, 2022March 31, 2023 and December 31, 20212022 were as follows:
June 30, 2022March 31, 2023
Carrying ValueFair ValueLevel 1Level 2Level 3Carrying ValueFair ValueLevel 1Level 2Level 3
(In thousands)(In thousands)
Financial Assets:Financial Assets:Financial Assets:
Cash and due from banksCash and due from banks$149,522 $149,522 $149,522 $— $— Cash and due from banks$249,812 $249,812 $249,812 $— $— 
Federal funds soldFederal funds sold21,505 21,505 21,505 — — Federal funds sold27,370 27,370 27,370 — — 
Marketable equity securitiesMarketable equity securities2,126 2,126 2,126 — — Marketable equity securities2,028 2,028 2,028 — — 
Available for sale securitiesAvailable for sale securities94,907 94,907 38,315 56,592 — Available for sale securities103,171 103,171 — 103,171 — 
Held to maturity securitiesHeld to maturity securities15,917 15,511 — 42 15,469 Held to maturity securities15,931 15,882 — 35 15,847 
Loans receivable, netLoans receivable, net2,036,626 2,007,466 — — 2,007,466 Loans receivable, net2,724,514 2,681,275 — — 2,681,275 
Accrued interest receivableAccrued interest receivable8,047 8,047 — 8,047 — Accrued interest receivable14,261 14,261 — 14,261 — 
FHLB stockFHLB stock5,064 5,064 — 5,064 — FHLB stock5,234 5,234 — 5,234 — 
Servicing asset, net of valuation allowanceServicing asset, net of valuation allowance964 964 — — 964 Servicing asset, net of valuation allowance874 874 — — 874 
Derivative assetDerivative asset7,307 7,307 — 7,307 — Derivative asset9,548 9,548 — 9,548 — 
Assets held for saleAssets held for sale— — — — — 
Financial Liabilities:Financial Liabilities:Financial Liabilities:
Noninterest bearing depositsNoninterest bearing deposits$372,584 $372,584 $— $372,584 $— Noninterest bearing deposits$377,667 $377,667 $— $377,667 $— 
NOW and money marketNOW and money market988,756 988,756 — 988,756 — NOW and money market964,098 964,098 — 964,098 — 
SavingsSavings196,075 196,075 — 196,075 — Savings117,986 117,986 — 117,986 — 
Time depositsTime deposits476,110 469,285 — — 469,285 Time deposits1,338,557 1,331,090 — — 1,331,090 
Accrued interest payableAccrued interest payable768 768 — 768 — Accrued interest payable10,946 10,946 — 10,946 — 
Advances from the FHLBAdvances from the FHLB105,000 104,983 — — 104,983 Advances from the FHLB90,000 90,002 — — 90,002 
Subordinated debenturesSubordinated debentures34,500 31,603 — — 31,603 Subordinated debentures69,020 62,267 — — 62,267 
Servicing liabilityServicing liability— — Servicing liability— — — — — 
Derivative liabilityDerivative liability2,461 2,461 — 2,461 — Derivative liability5,628 5,628 — 5,628 — 
3639


December 31, 2021December 31, 2022
Carrying ValueFair ValueLevel 1Level 2Level 3Carrying ValueFair ValueLevel 1Level 2Level 3
(In thousands)(In thousands)
Financial Assets:Financial Assets:Financial Assets:
Cash and due from banksCash and due from banks$291,598 $291,598 $291,598 $— $— Cash and due from banks$344,925 $344,925 $344,925 $— $— 
Federal funds soldFederal funds sold53,084 53,084 53,084 — — Federal funds sold10,754 10,754 10,754 — — 
Marketable equity securitiesMarketable equity securities2,168 2,168 2,168 — — Marketable equity securities1,988 1,988 1,988 — — 
Available for sale securitiesAvailable for sale securities90,198 90,198 25,569 64,629 — Available for sale securities103,663 103,663 51,489 52,174 — 
Held to maturity securitiesHeld to maturity securities16,043 18,445 — 52 18,393 Held to maturity securities15,983 15,435 — 37 15,398 
Loans receivable, netLoans receivable, net1,875,167 1,858,661 — — 1,858,661 Loans receivable, net2,646,384 2,594,819 — — 2,594,819 
Accrued interest receivableAccrued interest receivable7,512 7,512 — 7,512 — Accrued interest receivable13,070 13,070 — 13,070 — 
FHLB stockFHLB stock2,814 2,814 — 2,814 — FHLB stock5,216 5,216 — 5,216 — 
Servicing asset, net of valuation allowanceServicing asset, net of valuation allowance818 818 — — 818 Servicing asset, net of valuation allowance746 746 — — 746 
Derivative assetDerivative asset3,628 3,628 — 3,628 — Derivative asset12,499 12,499 — 12,499 — 
Assets held for saleAssets held for sale2,268 2,268 — — 2,268 Assets held for sale— — — — — 
Financial Liabilities:Financial Liabilities:Financial Liabilities:
Noninterest bearing depositsNoninterest bearing deposits$398,956 $398,956 $— $398,956 $— Noninterest bearing deposits$404,559 $404,559 $— $404,559 $— 
NOW and money marketNOW and money market1,074,153 1,074,153 — 1,074,153 — NOW and money market1,017,925 1,017,925 — 1,017,925 — 
SavingsSavings193,631 193,631 — 193,631 — Savings151,944 151,944 — 151,944 — 
Time depositsTime deposits457,258 457,759 — — 457,759 Time deposits1,226,390 1,214,073 — — 1,214,073 
Accrued interest payableAccrued interest payable1,234 1,234 — 1,234 — Accrued interest payable6,650 6,650 — 6,650 — 
Advances from the FHLBAdvances from the FHLB50,000 49,996 — — 49,996 Advances from the FHLB90,000 89,996 — — 89,996 
Subordinated debenturesSubordinated debentures34,441 34,509 — — 34,509 Subordinated debentures68,959 62,687 — — 62,687 
Servicing liabilityServicing liability14 14 — — 14 Servicing liability23 23 — — 23 
Derivative liabilityDerivative liability16,780 16,780 — 16,780 — Derivative liability4,207 4,207 — 4,207 — 

The following methods and assumptions were used by management in estimating the fair value of its financial instruments:

Marketable equity securities and available for sale securities: Fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. The majority of the available for sale securities are considered to be Level 2 as other observable inputs are utilized, such as quoted prices for similar securities. Level 1 investment securities include investments in U.S. treasuryTreasury notes and in marketable equity securities for which a quoted price is readily available in the market.

Derivative asset (liability): The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The Company also considers the creditworthiness of each counterparty for assets and the creditworthiness of the Company for liabilities.

Assets held for sale: Assets held for sale (excluding loans) consist of real estate properties that are expected to sell within a year. The assets are reported at the lower of the carrying amount or fair value less costs to sell. The fair value represents the price that would be received to sell the asset (the exit price).

Servicing asset (liability): Servicing assets and liabilities do not trade in an active, open market with readily observable prices. The Company estimates the fair value of servicing assets and liabilities using discounted cash flow models, incorporating numerous assumptions from the perspective of a market participant, including market discount rates.

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12. Fair Value Measurements

The Company is required to account for certain assets at fair value on a recurring or non-recurring basis. The Company determines fair value in accordance with GAAP, which defines fair value and establishes a framework for measuring fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values:

Level 1 —    Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 —    Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 —    Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Valuation techniques based on unobservable inputs are highly subjective and require judgments regarding significant matters such as the amount and timing of future cash flows and the selection of discount rates that may appropriately reflect market and credit risks. Changes in these judgments often have a material impact on the fair value estimates. In addition, since these estimates are as of a specific point in time they are susceptible to material near-term changes.

Financial instruments measured at fair value on a recurring basis

The following table details the financial instruments carried at fair value on a recurring basis at June 30, 2022March 31, 2023 and December 31, 2021,2022, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value. The Company had no transfers into or out of Levels 1, 2 or 3 during the sixthree months ended June 30, 2022March 31, 2023 and for the year ended December 31, 2021.2022.
Fair ValueFair Value
(In thousands)(In thousands)Level 1Level 2Level 3(In thousands)Level 1Level 2Level 3
June 30, 2022:
March 31, 2023:March 31, 2023:
Marketable equity securitiesMarketable equity securities$2,126 $— $— Marketable equity securities$2,028 $— $— 
Available for sale investment securities:Available for sale investment securities:Available for sale investment securities:
U.S. Government and agency obligationsU.S. Government and agency obligations38,315 41,640 — U.S. Government and agency obligations52,128 36,073 — 
Corporate bondsCorporate bonds— 14,952 — Corporate bonds— 14,970 — 
Derivative assetDerivative asset— 7,307 — Derivative asset— 9,548 — 
Derivative liabilityDerivative liability— 2,461 — Derivative liability— 5,628 — 
December 31, 2021:
December 31, 2022:December 31, 2022:
Marketable equity securitiesMarketable equity securities$2,168 $— $— Marketable equity securities$1,988 $— $— 
Available for sale investment securities:Available for sale investment securities:Available for sale investment securities:
U.S. Government and agency obligationsU.S. Government and agency obligations25,569 49,620 — U.S. Government and agency obligations51,489 36,936 — 
Corporate bondsCorporate bonds— 15,009 — Corporate bonds— 15,238 — 
Derivative assetDerivative asset— 3,628 — Derivative asset— 12,499 — 
Derivative liabilityDerivative liability— 16,780 — Derivative liability— 4,207 — 

Marketable equity securities and available for sale investment securities: The fair value of the Company’s investment securities is estimated by using pricing models or quoted prices of securities with similar characteristics (i.e., matrix pricing) and is classified within Level 1 or Level 2 of the valuation hierarchy. The pricing is primarily sourced from third-party pricing services overseen by management.

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Derivative assets and liabilities: The Company’s derivative assets and liabilities consist of transactions as part of management’s strategy to manage interest rate risk. The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The Company has determined that the majority of the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy.

Financial instruments measured at fair value on a nonrecurring basis

Certain assets and liabilities are measured at fair value on a non-recurring basis in accordance with GAAP. These include assets that are measured at the lower-of-cost-or-market that were recognized at fair value below cost at the end of the period as well as assets that are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.

The following table details the financial instruments measured at fair value on a nonrecurring basis at June 30, 2022March 31, 2023 and December 31, 2021,2022, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value:
Fair Value
(In thousands)Level 1Level 2Level 3
June 30, 2022:March 31, 2023:
ImpairedIndividually evaluated loans$— $— $40,61240,561 
Servicing asset, net— — 957874 
December 31, 2021:2022:
ImpairedIndividually evaluated loans$— $— $44,31341,929 
Servicing asset, net— — 804723 
Assets held for sale— — 2,268 
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The following table presents information about quantitative inputs and assumptions for Level 3 financial instruments carried at fair value on a nonrecurring basis at June 30, 2022March 31, 2023 and December 31, 2021:2022:
Fair ValueValuation MethodologyUnobservable InputRange
(Dollars in thousands)
June 30, 2022:
Impaired loans$15,801 AppraisalsDiscount to appraised value8.00%
24,811 Discounted cash flowsDiscount rate3.00 - 6.50%
$40,612 
Servicing asset, net$957 Discounted cash flowsDiscount rate
10.00%(1)
Prepayment rate3.00 - 17.00%
December 31, 2021:
Impaired loans$18,548 AppraisalsDiscount to appraised value8.00%
25,765 Discounted cash flowsDiscount rate3.00 - 6.75%
$44,313 
Servicing asset, net$804 Discounted cash flowsDiscount rate
10.00%(2)
Prepayment rate3.00 - 17.00%
Assets held for sale$2,268 Sale & income
approach
Adjustment to
valuation and cost
to sell
N/A
Fair ValueValuation MethodologyUnobservable InputRange
(Dollars in thousands)
March 31, 2023:
Individually evaluated loans$17,182 AppraisalsDiscount to appraised value8.00%
23,379 Discounted cash flowsDiscount rate3.00 - 6.00%
$40,561 
Servicing asset, net$874 Discounted cash flowsDiscount rate
10.00% (1)
Prepayment rate3.00 - 17.00%
December 31, 2022:
Individually evaluated loans$17,477 AppraisalsDiscount to appraised value6.00-8.00%
24,452 Discounted cash flowsDiscount rate3.00 - 6.75%
$41,929 
Servicing asset, net$723 Discounted cash flowsDiscount rate
10.00%(2)
Prepayment rate3.00 - 17.00%
(1) Servicing liabilities totaling $7$0.4 thousand were valued using a discount rate of 2.7%of 4.5%.
(2) Servicing liabilities totaling $14$23 thousand were valued using a discount rate of 0.8%.

ImpairedIndividually evaluated loans: Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Nonrecurring adjustments also include certain impairment amounts for collateral-dependent loans calculated in accordance with ASC 310-10 when establishing the allowance for credit losses.ACL-Loans. Such amounts are generally based on the fair value of the underlying collateral supporting the loan. Collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or other assumptions. Estimates of fair value based on collateral are generally based on assumptions not observable in the marketplace and therefore such valuations have been classified as Level 3. For those loans where the primary source of repayment is cash flow from operations, adjustments include impairment amounts calculated based on the perceived collectability of interest payments on the basis of a discounted cash flow analysis utilizing a discount rate equivalent to the original note rate.

Servicing assets and liabilities: When loans are sold, on a servicing retained basis, servicing rights are initially recorded at fair value. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized. The fair value of servicing assets and liabilities are not measured on an ongoing basis but are subject to fair value adjustments when and if the assets or liabilities are deemed to be impaired.

Assets held for sale: Assets held for sale (excluding loans) consist of real estate properties that are expected to sell within a year. The assets are reported at the lower of the carrying amount or fair value less costs to sell. The fair value represents the price that would be received to sell the asset (the exit price).

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13. Subordinated debentures

On August 19, 2015, the Company completed a private placement of $25.5 million in aggregate principal amount of fixed rate subordinated notes (the “2015 Notes”) to certain institutional investors. The 2015 Notes were non-callable for five years, had a stated maturity of August 15, 2025, and bore interest at a quarterly pay fixed rate of 5.75% per annum to the maturity date. The 2015 Notes became callable, in part or in whole, beginning August 2020. On May 15, 2021, the Company repaid $10.0 million of the 2015 Notes and on November 15, 2021, the Company repaid the remaining $15.5 million of the 2015 Notes.

On October 14, 2021, the Company completed a private placement of a $35.0 million fixed-to-floating rate subordinated note (the “2021 Note”) to an institutional accredited investor. The Company used the net proceeds to repay the 2015 Notes$15.5 million of outstanding subordinated debt and for general corporate purposes.

The 2021 Note bears interest at a fixed rate of 3.25% per year until October 14, 2026. Thereafter, the interest rate will reset quarterly at a variable rate equal to the then current three-month term SOFR plus 233 basis points. The 2021 Note has a stated maturity of October 15, 2031 and is non-callable for five years. Beginning October 15, 2026, the Company may redeem the 2021 Note, in whole or in part, at its option. The 2021 Note is not redeemable at the option of the holder. The 2021 Note has been structured to qualify for the Company as Tier 2 capital under regulatory guidelines.

On August 19, 2022, the Company entered into a Subordinated Note Purchase Agreement with certain qualified institutional buyers, pursuant to which the Company issued and sold 6.0% fixed-to-floating rate subordinated notes due 2032 (the “2022 Notes”) in the aggregate principal amount of $35.0 million. The Company used the net proceeds from the sale of the 2022 Notes for general corporate purposes.

The 2022 Notes will bear interest at a fixed rate of 6.0% per year until August 31, 2027. Thereafter, the interest rate will reset quarterly at a variable rate equal to the then current three-month term SOFR plus 326 basis points. The 2022 Notes have a stated maturity of September 1, 2032 and are non-callable for five years. Beginning August 19, 2027, the Company may redeem the 2022 Notes, in whole or in part, at its option. The 2022 Notes are not subject to redemption at the option of the holder. The 2022 Notes have been structured to qualify for the Company as Tier 2 capital under regulatory guidelines.

The Company incurred certain costs associated with the issuance of its subordinated debt. The Company capitalized these costs and they have been presented within subordinated debentures on the consolidated balance sheets. At June 30, 2022March 31, 2023 and December 31, 2021,2022, unamortized debt issuance costs were $0.5$1.0 million and $0.6$1.0 million, respectively. Debt issuance costs amortize over the expected life of the related debt. For the three months ended June 30,March 31, 2023 and 2022 and 2021 the amortization expense for debt issuance costs were $29$62 thousand and $95$30 thousand, respectively, and were recognized as an increase to interest expense on borrowings within the consolidated statements of income. For the six months ended June 30, 2022 and 2021 the amortization expense for debt issuance costs were $59 thousand and $108 thousand, respectively.

The Company recognized $0.3$0.8 million and $0.3 million in interest expense related to its subordinated debt for the three month periods ended June 30,March 31, 2023 and 2022, and 2021, respectively. The Company recognized $0.6 million and $0.7 million in interest expense related to its subordinated debt for the six month periods ended June 30, 2022 and 2021, respectively.

14. Subsequent Events

On July 27, 2022,April 26, 2023, the Company’s Board of Directors declared a $0.20 per share cash dividend, payable on August 25, 2022May 23, 2023 to shareholders of record on August 15, 2022.May 12, 2023.
    
On April 24, 2023, the Bank established a new retail branch located at 300 Atlantic Street, Stamford, CT. This replaced the branch located at 612 Bedford Street, Stamford, CT, which closed on April 21, 2023.



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

This section presents management’s perspective on our financial condition and results of operations. The following discussion and analysis should be read in conjunction with the unaudited interim consolidated financial statements and related notes contained elsewhere in this report on Form 10-Q. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the Company’s Form 10-K filed for the year ended December 31, 20212022 in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” We assume no obligation to update any of these forward-looking statements.

General

Bankwell Financial Group, Inc. is a bank holding company headquartered in New Canaan, Connecticut. Through our wholly owned subsidiary, Bankwell Bank, or the Bank, we serve small and medium-sized businesses and retail customers.clients. We have a history of building long-term customerclient relationships and attracting new customersclients through what we believe is our strong customerout superior service and our ability to deliver a diverse product offering.

The following discussion and analysis presents our results of operations and financial condition on a consolidated basis. However, because we conduct all of our material business operations through the Bank, the discussion and analysis relates to activities primarily conducted at the Bank.

We generate most of our revenue from interest on loans and investments and fee-based revenues. Our primary source of funding for our loans is deposits. Our largest expenses are interest on these deposits and salaries and related employee benefits. We measure our performance primarily through our net interest margin, efficiency ratio, ratio of allowance for loan lossesACL-Loans to total loans, return on average assets and return on average equity, among other metrics, while maintaining appropriate regulatory leverage and risk-based capital ratios.

Executive Overview

We are focused on being the banking provider of choice and to serve as an alternative to our larger competitors. We aim to do this through:

Responsive, customer-centricclient-centric products and services and a community focus;

Organic growth and strategic acquisitions when market opportunities present themselves;

Utilization of efficient and scalable infrastructure; and

Disciplined focus on risk management.

Critical Accounting Policies and Estimates

The discussion and analysis of our results of operations and financial condition are based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to make significant estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could differ from our current estimates, as a result of changing conditions and future events. We believe that accounting estimates related to the measurement of the allowance for loan losses,ACL-Loans, the valuation of derivative instruments, investment securities and deferred income taxes, and the evaluation of investment securities for other than temporary impairment are particularly critical and susceptible to significant near-term change.

4245


Earnings and Performance Overview

For the three months ended June 30, 2022,March 31, 2023, net interest income was $23.8$25.5 million, an increase of $7.2$6.0 million or 43.7%30.9% when compared to the same period in 2021. For the six months ended June 30, 2022, net interest income was $43.3 million, an increase of $12.1 million or 38.7% when compared to the same period in 2021.2022. The increase in net interest income for the three and six months ended June 30, 2022March 31, 2023 was primarily due to an increase in interest and fees on loans due to loan growth and higher overall loan yields and from loweryields. Loan interest expense on deposits. The increase in loan yields was aided by loan prepayment fees, whichincome totaled $1.8 million for the quarter ended June 30, 2022, compared to $0.8 million for the quarter ended June 30, 2021.

Noninterest income decreased $0.3 million to $1.2$39.7 million for the three months ended June 30, 2022March 31, 2023, compared to $21.4 million for the three months ended March 31, 2022. The increase in interest income for the three months ended March 31, 2023 was partially offset by an increase in interest expense on deposits, resulting from an increase in rates necessary to remain competitive in the current economic environment.

Noninterest income increased $0.6 million to $1.5 million for the three months ended March 31, 2023 compared to the same period in 2021. Noninterest2022. The increase in noninterest income decreased $1.3 million to $2.1 millionwas driven by SBA loan sales for the sixthree months ended June 30, 2022March 31, 2023 when compared to the same period in 2021. The decrease in noninterest income was driven by a reduction in loan sales for the three and six months ended June 30, 2022 when compared to the same periods in the prior year. Loan sales decreased $0.2 million and $0.1 million for the three and six months ended June 30, 2022, respectively. In addition, noninterest income declined due to the absence of rental income recognized during the three and six months ended June 30, 2021, as a result of the disposition of the Company's former headquarters building. Noninterest income also declined for the six months ended June 30, 2022 due to a one-time federal payroll tax credit for COVID-19 of $0.9 million recognized in the three months ended March 31, 2021.2022.

Net income available to common shareholders was $12.0$10.4 million, or $1.55$1.33 per diluted share, and $6.2$8.2 million, or $0.79$1.04 per diluted share, for the three months ended June 30,March 31, 2023 and 2022, and 2021, respectively. Net income available to common shareholders was $20.2 million, or $2.58 per diluted share, and $11.9 million, or $1.50 per diluted share, for the six months ended June 30, 2022 and 2021, respectively. The increase in net income was primarily impacted bya direct result of the aforementioned increases in revenues. In addition, the increase in net interest income and a decreasewas partially offset by an increase in the provision for loancredit losses primarily driven byand an increase in noninterest expense for the release of specific reserves on impaired loans that showed improved performance or paid off, partially offset by a decrease in the aforementioned noninterest income.quarter ended March 31, 2023.

Returns on average shareholders' equity and average assets for the three months ended June 30, 2022March 31, 2023 were 22.09%17.48% and 1.96%1.30%, respectively, compared to 13.06%16.05% and 1.11%1.35%, respectively, for the three months ended June 30, 2021. Returns on average shareholders' equity and average assets for the six months ended June 30, 2022 were 19.16% and 1.65%, respectively, compared to 12.87% and 1.07%, respectively, for the six months ended June 30, 2021.March 31, 2022.

Results of Operations

Net Interest Income

Net interest income is the difference between interest earned on loans and securities and interest paid on deposits and other borrowings, and is the primary source of our operating income. Net interest income is affected by the level of interest rates, changes in interest rates and changes in the amount and composition of interest earning assets and interest bearing liabilities. Included in interest income are certain loan fees, such as deferred origination fees and late charges. We convert tax-exempt income to a fully taxable equivalent ("FTE") basis using the statutory federal income tax rate adjusted for applicable state income taxes net of the related federal tax benefit. The average balances are principally daily averages. Interest income on loans includes the effect of deferred loan fees and costs accounted for as yield adjustments. Premium amortization and discount accretion are included in the respective interest income and interest expense amounts.

FTE net interest income for the three months ended June 30,March 31, 2023 and 2022 and 2021 was $23.9$25.6 million and $16.6 million, respectively. FTE net interest income for the six months ended June 30, 2022 and 2021 was $43.4 million and $31.3$19.6 million, respectively.

FTE interest income for the three months ended June 30, 2022March 31, 2023 increased by $6.3$22.0 million, or 31.1%98.4%, to $26.4$44.3 million, compared to FTE interest income for the three months ended June 30, 2021. FTE interest income for the six months ended June 30, 2022 increased by $9.8 million, or 25.1%, to $48.8 million, compared to FTE interest income for the six months ended June 30, 2021.March 31, 2022. This increase was due to an increase in interest and fees on loans due to loan growth and higher overall loan yields. The increase in loan yields was aided by loan prepayment fees, which totaled $1.8 million for the quarter ended June 30, 2022, compared to $0.8 million for the quarter ended June 30, 2021.

Interest expense for the three months ended June 30, 2022 decreasedMarch 31, 2023 increased by $1.0$16.0 million or 27.7%, compared to interest expense for the three months ended June 30, 2021. Interest expense for the six months ended June 30, 2022 decreased by $2.3 million, or 30.2%, compared toMarch 31, 2022. The increase in interest expense for the six months ended June 30, 2021. This decrease was due to lower interest rates on deposits.

43


The net interest margin increased by 89 basis points to 4.01% for the three months ended June 30, 2022, compared to the three months ended June 30, 2021 and the net interest margin increasedMarch 31, 2023 was driven by 72 basis points to 3.65% for the six months ended June 30, 2022, compared to the six months ended June 30, 2021. Thean increase in the net interest margin was due to lower interest expense on deposits, resulting from a decreasean increase in rates on interest bearing deposits, elevated loan prepayment fees, and an increase in overall loan yields.deposits.


4446


Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential

The following tables presenttable presents the average balances and yields earned on interest earning assets and average balances and weighted average rates paid on our funding liabilities for the three and six months ended June 30, 2022March 31, 2023 and 2021.2022.
Three Months Ended June 30,Three Months Ended March 31,
2022202120232022
(Dollars in thousands)(Dollars in thousands)Average BalanceInterest
Yield / Rate (4)
Average BalanceInterest
Yield / Rate (4)
(Dollars in thousands)Average BalanceInterest
Yield / Rate (4)
Average BalanceInterest
Yield / Rate (4)
Assets:Assets:Assets:
Cash and Fed funds soldCash and Fed funds sold$247,013 $449 0.73 %$336,073 $90 0.11 %Cash and Fed funds sold$315,566 $3,568 4.59 %$346,183 $154 0.18 %
Securities (1)
Securities (1)
118,534 809 2.73 103,297 761 2.95 
Securities (1)
129,881 956 2.49 112,337 754 2.69 
Loans:Loans:Loans:
Commercial real estateCommercial real estate1,443,239 17,278 4.74 1,163,134 13,678 4.65 Commercial real estate1,918,551 25,585 5.33 1,343,565 14,997 4.46 
Residential real estateResidential real estate66,460 553 3.33 105,975 958 3.62 Residential real estate59,444 643 4.33 73,835 671 3.64 
ConstructionConstruction106,285 1,938 7.21 110,780 1,036 3.70 Construction166,254 2,825 6.80 102,179 1,033 4.04 
Commercial businessCommercial business393,318 5,327 5.36 296,613 3,506 4.68 Commercial business542,399 10,421 7.68 383,115 4,625 4.83 
ConsumerConsumer5,298 45 3.43 8,851 88 3.98 Consumer18,536 249 5.45 6,054 102 6.85 
Total loansTotal loans2,014,600 25,141 4.94 1,685,353 19,266 4.52 Total loans2,705,184 39,723 5.87 1,908,748 21,428 4.49 
Federal Home Loan Bank stockFederal Home Loan Bank stock3,263 15 1.79 4,219 25 2.34 Federal Home Loan Bank stock5,271 94 7.27 2,835 15 2.10 
Total earning assetsTotal earning assets2,383,410 $26,414 4.38 %2,128,942 $20,142 3.74 %Total earning assets3,155,902 $44,341 5.62 %2,370,103 $22,351 3.77 %
Other assetsOther assets79,380 117,334 Other assets84,063 100,469 
Total assetsTotal assets$2,462,790 $2,246,276 Total assets$3,239,965 $2,470,572 
Liabilities and shareholders' equity:Liabilities and shareholders' equity:Liabilities and shareholders' equity:
Interest bearing liabilities:Interest bearing liabilities:Interest bearing liabilities:
NOWNOW$136,414 $59 0.17 %$118,806 $54 0.18 %NOW$92,918 $38 0.16 %$112,199 $47 0.17 %
Money marketMoney market931,101 1,146 0.49 782,079 941 0.48 Money market907,739 6,385 2.85 969,527 1,180 0.49 
SavingsSavings198,304 103 0.21 168,870 92 0.22 Savings136,333 727 2.16 194,463 101 0.21 
TimeTime451,508 675 0.60 538,915 1,657 1.23 Time1,252,564 9,883 3.20 453,805 878 0.78 
Total interest bearing depositsTotal interest bearing deposits1,717,327 1,983 0.46 1,608,670 2,744 0.68 Total interest bearing deposits2,389,554 17,033 2.89 1,729,994 2,206 0.52 
Borrowed moneyBorrowed money85,092 558 2.59 101,586 769 3.00 Borrowed money161,202 1,717 4.26 84,452 586 2.77 
Total interest bearing liabilitiesTotal interest bearing liabilities1,802,419 $2,541 0.57 %1,710,256 $3,513 0.82 %Total interest bearing liabilities2,550,756 $18,750 2.98 %1,814,446 $2,792 0.62 %
Noninterest bearing depositsNoninterest bearing deposits407,890 298,467 Noninterest bearing deposits403,920 405,400 
Other liabilitiesOther liabilities34,231 46,329 Other liabilities44,406 43,185 
Total LiabilitiesTotal Liabilities2,244,540 2,055,052 Total Liabilities2,999,082 2,263,031 
Shareholders' equityShareholders' equity218,250 191,224 Shareholders' equity240,883 207,541 
Total liabilities and shareholders' equityTotal liabilities and shareholders' equity$2,462,790 $2,246,276 Total liabilities and shareholders' equity$3,239,965 $2,470,572 
Net interest income (2)
Net interest income (2)
$23,873 $16,629 
Net interest income (2)
$25,591 $19,559 
Interest rate spreadInterest rate spread3.81 %2.92 %Interest rate spread2.64 %3.15 %
Net interest margin (3)
Net interest margin (3)
4.01 %3.12 %
Net interest margin (3)
3.24 %3.30 %
(1)Average balances and yields for securities are based on amortized cost.
(2)The adjustment for securities and loans taxable equivalency amounted to $50 thousand and $50$49 thousand for the three months ended June 30,March 31, 2023 and 2022, and 2021, respectively.
(3)Annualized net interest income as a percentage of earning assets.
(4)Yields are calculated using the contractual day count convention for each respective product type.


45



Six Months Ended June 30,
20222021
(Dollars in thousands)Average BalanceInterest
Yield / Rate (4)
Average BalanceInterest
Yield / Rate (4)
Assets:
Cash and Fed funds sold$296,239 $603 0.41 %$368,779 $198 0.11 %
Securities (1)
115,452 1,563 2.71 102,252 1,549 3.03 
Loans:
Commercial real estate1,393,836 32,273 4.61 1,146,258 26,354 4.57 
Residential real estate70,125 1,224 3.49 109,003 1,996 3.66 
Construction104,176 2,971 5.67 102,459 1,916 3.72 
Commercial business388,249 9,954 5.10 295,682 6,763 4.55 
Consumer5,666 147 5.25 6,956 137 3.96 
Total loans1,962,052 46,569 4.72 1,660,358 37,166 4.45 
Federal Home Loan Bank stock3,051 29 1.94 5,356 56 2.11 
Total earning assets2,376,794 $48,764 4.08 %2,136,745 $38,969 3.64 %
Other assets89,866 115,718 
Total assets$2,466,660 $2,252,463 
Liabilities and shareholders' equity:
Interest bearing liabilities:
NOW$124,361 $106 0.17 %$109,990 $97 0.18 %
Money market950,131 2,326 0.49 759,435 1,891 0.50 
Savings196,400 204 0.21 164,630 217 0.27 
Time452,676 1,553 0.69 574,876 3,653 1.28 
Total interest bearing deposits1,723,568 4,189 0.49 1,608,931 5,858 0.73 
Borrowed money84,770 1,144 2.68 126,886 1,777 2.79 
Total interest bearing liabilities1,808,338 $5,333 0.59 %1,735,817 $7,635 0.89 %
Noninterest bearing deposits406,707 284,226 
Other liabilities38,683 45,756 
Total Liabilities2,253,728 2,065,799 
Shareholders' equity212,932 186,664 
Total liabilities and shareholders' equity$2,466,660 $2,252,463 
Net interest income (2)
$43,431 $31,334 
Interest rate spread3.49 %2.75 %
Net interest margin (3)
3.65 %2.93 %
(1)Average balances and yields for securities are based on amortized cost.
(2)The adjustment for securities and loans taxable equivalency amounted to $98 thousand and $100 thousand for the six months ended June 30, 2022 and 2021, respectively.
(3)Annualized net interest income as a percentage of earning assets.
(4)Yields are calculated using the contractual day count convention for each respective product type.

4647


Effect of changes in interest rates and volume of average earning assets and average interest bearing liabilities

The following table shows the extent to which changes in interest rates and changes in the volume of average earning assets and average interest bearing liabilities have affected net interest income. For each category of earning assets and interest bearing liabilities, information is provided relating to: changes in volume (changes in average balances multiplied by the prior year’s average interest rates); changes in rates (changes in average interest rates multiplied by the prior year’s average balances); and the total change. Changes attributable to both volume and rate have been allocated proportionately based on the relationship of the absolute dollar amount of change in each.
Three Months Ended June 30, 2022 vs 2021
Increase (Decrease)
Six Months Ended June 30, 2022 vs 2021
Increase (Decrease)
Three Months Ended March 31, 2023 vs 2022
Increase (Decrease)
(In thousands)(In thousands)VolumeRateTotalVolumeRateTotal(In thousands)VolumeRateTotal
Interest and dividend income:Interest and dividend income:Interest and dividend income:
Cash and Fed funds soldCash and Fed funds sold$(30)$389 $359 $(46)$451 $405 Cash and Fed funds sold$(15)$3,429 $3,414 
SecuritiesSecurities107 (59)48 188 (174)14 Securities125 77 202 
Loans:Loans:Loans:
Commercial real estateCommercial real estate3,349 251 3,600 5,731 188 5,919 Commercial real estate7,277 3,311 10,588 
Residential real estateResidential real estate(334)(71)(405)(683)(89)(772)Residential real estate(143)115 (28)
ConstructionConstruction(44)946 902 33 1,022 1,055 Construction856 936 1,792 
Commercial businessCommercial business1,257 564 1,821 2,299 892 3,191 Commercial business2,386 3,410 5,796 
ConsumerConsumer(32)(11)(43)(29)39 10 Consumer172 (25)147 
Total loansTotal loans4,196 1,679 5,875 7,351 2,052 9,403 Total loans10,548 7,747 18,295 
Federal Home Loan Bank stockFederal Home Loan Bank stock(5)(5)(10)(23)(4)(27)Federal Home Loan Bank stock20 59 79 
Total change in interest and dividend incomeTotal change in interest and dividend income4,268 2,004 6,272 7,470 2,325 9,795 Total change in interest and dividend income10,678 11,312 21,990 
Interest expense:Interest expense:Interest expense:
Deposits:Deposits:Deposits:
NOWNOW(3)12 (3)NOW(8)(2)(10)
Money marketMoney market183 22 205 467 (32)435 Money market(80)5,286 5,206 
SavingsSavings15 (4)11 38 (51)(13)Savings(39)665 626 
TimeTime(236)(746)(982)(664)(1,436)(2,100)Time3,276 5,730 9,006 
Total depositsTotal deposits(30)(731)(761)(147)(1,522)(1,669)Total deposits3,149 11,679 14,828 
Borrowed moneyBorrowed money(116)(95)(211)(571)(62)(633)Borrowed money709 422 1,131 
Total change in interest expenseTotal change in interest expense(146)(826)(972)(718)(1,584)(2,302)Total change in interest expense3,858 12,101 15,959 
Change in net interest incomeChange in net interest income$4,414 $2,830 $7,244 $8,188 $3,909 $12,097 Change in net interest income$6,820 $(789)$6,031 

Provision for LoanCredit Losses

The provision for loancredit losses is based on management’s periodic assessment of the adequacy of our allowance for loan lossesACL-Loans and ACL-Unfunded Commitments which, in turn, is based on interrelated factors such as the composition of our loan portfolio and its inherent risk characteristics, the level of nonperforming loans and net charge-offs, both current and historic, local economic and credit conditions, the direction of real estate values, and regulatory guidelines. The provision for loancredit losses is charged against earnings in order to maintain our allowance for loan lossesACL-Loans and ACL-Unfunded Commitments and reflects management’s best estimate of probable losses inherent in our loan portfolio as of the balance sheet date.

The creditprovision for loancredit losses for the three months ended June 30, 2022March 31, 2023 was $1.4$0.8 million compared to a creditprovision for loancredit losses of $20.0 thousand$0.2 million for the three months ended June 30, 2021.March 31, 2022. On January 1, 2023, the Company adopted ASC 326 Financial Instruments - Credit Losses ("CECL"). Upon adoption of CECL, the Company recorded a one-time cumulative effect, pre-tax adjustment $5.1 million to the ACL-Loans and a corresponding net of tax adjustment to beginning retained earnings. The credit for loan losses forCompany also recorded a one-time cumulative effect, pre-tax adjustment of $1.3 million to the six months ended June 30, 2022 was $1.2 million comparedACL-Unfunded commitments (which is reflected in Accrued expenses and other liabilities on the Consolidated Balance Sheets) and a corresponding net of tax adjustment to a credit for loan losses of $0.3 million for the six months ended June 30, 2021. The decrease in the provision for loan losses for the three and six months ended June 30, 2022 was primarily driven by the release of specific reserves on impaired loans that showed improved performance or paid off.

beginning retained earnings.
4748



Noninterest Income

Noninterest income is a component of our revenue and is comprised primarily of fees generated from deposit relationships with our customers,clients, fees generated from sales and referrals of loans, income earned on bank-owned life insurance and gains on sales of investment securities.

The following tables compare noninterest income for the three and six months ended June 30, 2022March 31, 2023 and 2021:2022:
Three Months Ended
June 30,
ChangeThree Months Ended
March 31,
Change
(Dollars in thousands)(Dollars in thousands)20222021$%(Dollars in thousands)20232022$%
Gains and fees from sales of loansGains and fees from sales of loans$608 $814 $(206)(25.3)%Gains and fees from sales of loans$931 $631 $300 47.5 %
Bank-owned life insuranceBank-owned life insurance265 251 14 5.6 Bank-owned life insurance281 260 21 8.1 
Service charges and feesService charges and fees249 217 32 14.7 Service charges and fees286 240 46 19.2 
OtherOther30 158 (128)(81.0)Other28 (173)201 (116.2)
Total noninterest incomeTotal noninterest income$1,152 $1,440 $(288)(20.0)%Total noninterest income$1,526 $958 $568 59.3 %

Six Months Ended
June 30,
Change
(Dollars in thousands)20222021$%
Gains and fees from sales of loans$1,239 $1,327 $(88)(6.6)%
Bank-owned life insurance525 482 43 8.9 
Service charges and fees489 416 73 17.5 
Other(143)1,170 (1,313)(112.2)
Total noninterest income$2,110 $3,395 $(1,285)(37.8)%
Noninterest income decreasedincreased by $0.3$0.6 million to $1.2$1.5 million for the three months ended June 30, 2022March 31, 2023 compared to the three months ended June 30, 2021. Noninterest income decreased by $1.3 million to $2.1 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021.
March 31, 2022. The decreaseincrease in noninterest income was driven by a reductionan increase in SBA loan sales for the three and six months ended June 30, 2022 when compared to the same periods in the prior year. Loan sales decreased $0.2 million and $0.1 million for the three and six months ended June 30, 2022, respectively. In addition, noninterest income declined due to the absence of rental income recognized during the three and six months ended June 30, 2021, as a resultfirst quarter of the disposition of the Company's former headquarters building. Noninterest income also declined for the six months ended June 30, 2022 due to a one-time federal payroll tax credit for COVID-19 of $0.9 million recognized in the quarter ended March 31, 2021.2023.

48


Noninterest Expense

The following tables comparetable compares noninterest expense for the three and six months ended June 30, 2022March 31, 2023 and 2021:2022:
Three Months Ended
June 30,
Change
(Dollars in thousands)20222021$%
Salaries and employee benefits$5,433 $3,960 $1,473 37.2 %
Occupancy and equipment2,193 3,250 (1,057)(32.5)
Professional services1,000 547 453 82.8 
Data processing689 833 (144)(17.3)
Director fees339 327 12 3.7 
FDIC insurance262 300 (38)(12.7)
Marketing107 140 (33)(23.6)
Other913 695 218 31.4 
Total noninterest expense$10,936 $10,052 $884 8.8 %

Six Months Ended
June 30,
ChangeThree Months Ended
March 31,
Change
(Dollars in thousands)(Dollars in thousands)20222021$%(Dollars in thousands)20232022$%
Salaries and employee benefitsSalaries and employee benefits$10,373 $8,729 $1,644 18.8 %Salaries and employee benefits$6,081 $4,940 $1,141 23.1 %
Occupancy and equipmentOccupancy and equipment4,343 5,656 (1,313)(23.2)Occupancy and equipment2,084 2,150 (66)(3.1)
Professional servicesProfessional services1,981 1,134 847 74.7 Professional services1,322 981 341 34.8 
Data processingData processing1,343 1,345 (2)(0.1)Data processing671 654 17 2.6 
Director feesDirector fees691 644 47 7.3 Director fees392 352 40 11.4 
FDIC insuranceFDIC insurance485 703 (218)(31.0)FDIC insurance1,062 223 839 376.2 
MarketingMarketing152 131 21 16.0 Marketing151 45 106 235.6 
OtherOther1,493 1,348 145 10.8 Other928 580 348 60.0 
Total noninterest expenseTotal noninterest expense$20,861 $19,690 $1,171 5.9 %Total noninterest expense$12,691 $9,925 $2,766 27.9 %

Noninterest expense increased by $0.9$2.8 million to $10.9$12.7 million for the three months ended June 30, 2022March 31, 2023 compared to the three months ended June 30, 2021. Noninterest expense increased by $1.2 million to $20.9 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021.March 31, 2022. The increase in noninterest expense was primarily driven by an increase in salaries and employee benefits expense, and professional services expense, partially offset by a decrease in occupancy and equipment expense.FDIC insurance.

Salaries and employee benefits expense totaled $5.4$6.1 million for the quarterthree months ended June 30, 2022,March 31, 2023, an increase of $1.5$1.1 million when compared to the same period in 2021. Salaries and employee benefits expense totaled $10.4 million for the six months ended June 30, 2022, an increase of $1.6 million when compared to the same period in 2021.2022. The increase in salaries and employee benefits expense was primarily driven by an increase in full time equivalent employees. Fullemployees, with full time equivalent employees totaled 132 at June 30, 2022totaling 135 for the three months ended March 31, 2023 compared to 125126 for the same period in 2021. Average full time equivalent employees totaled 128 for the six months ended June 30, 2022 compared to 124 for the same period in 2021.2022. The increase in salaries and employee benefits expense was also impacted by an increase in variable compensation accruals as a resultdue to lower loan originations, which reduced the amount of the Bank's overall improved performance. The increase in salaries and employee benefits expense was partially offset by increased expense deferrals driven by higher loan originations.ability to defer expenses.

Professional services expense totaled $1.0$1.3 million for the quarterthree months ended June 30, 2022,March 31, 2023, an increase of $0.5$0.3 million when compared to the same period in 2021. Professional2022. The increase in professional services expense was primarily driven by consulting fees.
49


FDIC insurance expense totaled $2.0$1.1 million for the six monthsquarter ended June 30, 2022,March 31, 2023, an increase of $0.8 million when compared to the same period in 2021.2022. The increase in professional servicesFDIC insurance expense was primarily driven by consulting fees associated with various projects, including our core system conversion.

49


Occupancy and equipment expense totaled $2.2 million for the quarter ended June 30, 2022, a decrease of $1.1 million when comparedis attributed to the same periodoverall balance sheet growth, increased use of brokered deposits, and an increase in 2021. Occupancy and equipment expense totaled $4.3 million for the six months ended June 30, 2022, a decrease of $1.3 million when compared to the same period in 2021. The decrease in occupancy and equipment expense was primarily driven by the curtailment of additional cleaning costs associated with precautions taken to prevent the spread of COVID-19 during the six months ended June 30, 2021.FDIC insurance rates.

Income Taxes

Income tax expense for the three months ended June 30,March 31, 2023 and 2022 and 2021 totaled $3.5$3.2 million and $1.8$2.1 million, respectively. The effective tax rates for the three months ended June 30,March 31, 2023 and 2022 were 23.4% and 2021 were 22.4% and 22.0%, respectively. Income tax expense for the six months ended June 30, 2022 and 2021 totaled $5.6 million and $3.3 million, respectively. The effective tax rates for the six months ended June 30, 2022 and 2021 were 21.6% and 21.9%20.4%, respectively.

Financial Condition

Summary

At June 30, 2022 total assets were $2.4Assets totaled $3.25 billion a $20.7 million, or 0.8% decrease,at March 31, 2023 and remained flat compared to December 31, 2021. The decrease in assets was primarily due to a decrease in deposits while excess liquidity funded additional loan growth.2022. Gross loans totaled $2.1$2.8 billion at June 30, 2022,March 31, 2023, an increase of $161.7$83.8 million or 3.1% compared to December 31, 2021.2022. Deposits totaled $2.0$2.8 billion at June 30, 2022,March 31, 2023, and remained flat compared to $2.1 billion at December 31, 2021.2022.

Total shareholders’ equity at June 30, 2022March 31, 2023 and December 31, 20212022 was $225.5$242.3 million and $202.0$238.5 million, respectively. The increase in shareholders' equity was primarily driven by (i) net income of $20.2$10.4 million for the sixthree months ended June 30, 2022March 31, 2023. The increase was partially offset by the Day 1 CECL adoption of $4.9 million, dividends paid of $1.6 million, and (ii) an $8.9a $0.9 million favorableunfavorable impact to accumulated other comprehensive income. The unfavorable impact to accumulated other comprehensive income was driven by fair value marks on the Company's Available for sale investment securities portfolio of $6.1 million partially offset by fair value marks related to hedge positions involving interest rate swaps partially offset by fair value marks on the Company's investment portfolio.of $5.0 million. The Company's interest rate swaps are used to hedge interest rate risk. The increase in Shareholders’ equity was partially offset by dividends paid of $3.1 million and common stock repurchases of $3.8 million.

Loan Portfolio

We originate commercial real estate loans, including construction loans, commercial business loans and other consumer loans.loans in our market. We also pursue certain types of commercial lending opportunities outside our market, particularly where we have strong business relationships. Our loan portfolio is the largest category of our earning assets.

Total loans before deferred loan fees and the allowance for loan lossesACL-Loans were $2.06$2.76 billion at June 30, 2022March 31, 2023 and $1.89$2.68 billion at December 31, 2021.2022. Total gross loans increased $161.7$83.8 million as of June 30, 2022March 31, 2023 compared to the year ended December 31, 2021.2022.

The following table compares the composition of our loan portfolio for the dates indicated:
(In thousands)(In thousands)At June 30, 2022At December 31, 2021Change(In thousands)At March 31, 2023At December 31, 2022Change
Real estate loans:Real estate loans:Real estate loans:
ResidentialResidential$64,253 $79,987 $(15,734)Residential$58,541 $60,588 $(2,047)
CommercialCommercial1,499,364 1,356,709 142,655 Commercial1,960,712 1,921,252 39,460 
ConstructionConstruction111,422 98,341 13,081 Construction177,115 155,198 21,917 
1,675,039 1,535,037 140,002 2,196,368 2,137,038 59,330 
Commercial businessCommercial business372,361 350,975 21,386 Commercial business543,457 520,447 23,010 
ConsumerConsumer9,196 8,869 327 Consumer19,463 17,963 1,500 
Total loansTotal loans$2,056,596 $1,894,881 $161,715 Total loans$2,759,288 $2,675,448 $83,840 
50


Asset Quality

We actively manage asset quality through our underwriting practices and collection operations. Our Board of Directors monitors credit risk management. The Directors Loan Committee ("DLC") has primary oversight responsibility for the credit-granting function including approval authority for credit-granting policies, review of management’s credit-granting activities and approval of large exposure credit requests, as well as loan review and problem loan management and resolution. The committee reports the results of its respective oversight functions to our Board of Directors. In addition, our Board of Directors receives information concerning asset quality measurements and trends on a monthly basis. While we continue to adhere to prudent underwriting standards, our loan portfolio is not immune to potential negative consequences as a result of general economic weakness, such as a prolonged downturn in the housing market on a national scale. Decreases in real estate values could adversely affect the value of property used as collateral for loans. In addition, adverse changes in the economy could have a negative effect on the ability of borrowers to make scheduled loan payments, which would likely have an adverse impact on earnings.

The Company has established credit policies applicable to each type of lending activity in which it engages. The Company evaluates the creditworthiness of each customerclient and extends credit of up to 80%85% of the market value of the collateral, depending on the borrower's creditworthiness and the type of collateral. The borrower’s ability to service the debt is monitored on an ongoing basis. Real estate is the primary form of collateral. Other important forms of collateral are business assets, time deposits and marketable securities. While collateral provides assurance as a secondary source of repayment, the Company ordinarily requires the primary source of repayment for commercial loans, to be based on the borrower’s ability to generate continuing cash flows. In the fourth quarter of 2017 management made the strategic decision to no longer originate residential mortgage loans. As of the beginning of the third quarter of 2019, the Company no longer offered home equity loans or lines of credit. The Company’s policy for residential lending generally required that the amount of the loan may not exceed 80% of the original appraised value of the property. In certain situations, the amount may have exceeded 80% LTV either with private mortgage insurance being required for that portion of the residential loan in excess of 80% of the appraised value of the property or where secondary financing is provided by a housing authority program second mortgage, a community’s low/moderate income housing program, or a religious or civic organization.

Credit risk management involves a partnership between our relationship managers and our credit approval, portfolio management, credit administration and collections personnel.departments. Disciplined underwriting, portfolio monitoring and early problem recognition are important aspects of maintaining our high credit quality standards and low levels of nonperforming assets since our inception in 2002.

Nonperforming assets. Nonperforming assets include nonaccrual loans and property acquired through foreclosures or repossession. The following table presents nonperforming assets and additional asset quality data for the dates indicated:
(In thousands)(In thousands)At June 30, 2022At December 31, 2021(In thousands)At March 31, 2023At December 31, 2022
Nonaccrual loans:Nonaccrual loans:Nonaccrual loans:
Real estate loans:Real estate loans:Real estate loans:
ResidentialResidential$2,161 $2,380 Residential$1,443 $2,152 
CommercialCommercial2,955 3,482 Commercial1,912 2,781 
Commercial businessCommercial business787 1,728 Commercial business1,528 2,126 
ConstructionConstruction9,382 8,997 Construction9,382 9,382 
Total nonaccrual loansTotal nonaccrual loans15,285 16,587 Total nonaccrual loans14,265 16,441 
Other real estate ownedOther real estate owned— — Other real estate owned— — 
Total nonperforming assetsTotal nonperforming assets$15,285 $16,587 Total nonperforming assets$14,265 $16,441 
Nonperforming assets to total assetsNonperforming assets to total assets0.63 %0.68 %Nonperforming assets to total assets0.44 %0.51 %
Nonaccrual loans to total gross loansNonaccrual loans to total gross loans0.74 %0.88 %Nonaccrual loans to total gross loans0.52 %0.61 %
ACL-loans as a % of total loansACL-loans as a % of total loans1.01 %0.84 %
ACL-loans as a % of nonperforming loansACL-loans as a % of nonperforming loans196.27 %136.43 %
Total past due loans to total gross loansTotal past due loans to total gross loans1.40 %1.72 %Total past due loans to total gross loans0.94 %0.60 %

Nonperforming assets totaled $15.3$14.3 million and represented 0.63%0.44% of total assets at June 30, 2022,March 31, 2023, compared to $16.6$16.4 million and 0.68%0.51% of total assets at December 31, 2021.2022. Nonaccrual loans totaled $15.3$14.3 million at June 30, 2022March 31, 2023 and $16.6$16.4 million at December 31, 2021. There was no other real estate owned at June 30, 20222022. Past due loans increased to $26.1 million, or 0.94% of total loans, as of March 31, 2023, compared to $16.1 million, or 0.60% of total loans, as of December 31, 2021.2022. Of the March 31, 2023 past due loans, $10.0 million of loans
51


Pastwere between 31 - 33 days past due loans decreased to $28.8 million, or 1.40% of total loans, as of June 30, 2022, compared to $32.6 million, or 1.72% of total loans, as of December 31, 2021.and have subsequently become current. As of June 30, 2022,April 19, 2023, past due loans include one $10.5were $18.6 million commercial real estate loan, representing 0.51%or 0.67% of total loans, that had reached maturity and is in active negotiations to be refinanced.loans.
Allowance for Loan Losses
ACL-Loans

We evaluate the adequacy of the allowanceACL-Loans based on "forward looking" expected losses. Management believes that the current ACL-Loans will be adequate to absorb credit losses on existing loans that may become uncollectible based on the evaluation of known and inherent risks in the loan portfolio. The evaluation takes into consideration such factors as changes in the nature and size of the portfolio, overall portfolio quality, and specific problem loans and current economic conditions which may affect the borrowers’ ability to pay. The evaluation also details historical losses by loan segment and the resulting credit loss rates which are projected for current loan losses at least quarterly, andtotal amounts. Loss estimates for specified problem loans are also detailed. All of the factors considered in determining our allowance for loan losses, wethe analysis of the adequacy of the ACL may be subject to change.

We estimate losses on specific loans, or groups of loans, where the probable loss can be identified and reasonably determined. The balance of our allowance for loan lossesACL-Loans is based on internally assigned risk classifications of loans, the Bank’s and peer banks’ historical loss experience, changes in the nature of the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, current economic factors and the estimated impact of current economic conditions on certain historical loan loss rates.

Our general practice is to identify problem credits early and recognize full or partial charge-offs as promptly as practicable when it is determined that it is probable that the loan will not be repaid according to its original contractual terms, including principal and interest. Full or partial charge-offs on collateral dependent impairedindividually evaluated loans are recognized when the collateral is deemed to be insufficient to support the carrying value of the loan. We do not recognize a recovery when an updated appraisal indicates a subsequent increase in value of the collateral.

Our charge-off policies, which comply with standards established by our banking regulators, are consistently applied from period to period. Charge-offs are recorded on a monthly basis, as incurred. Partially charged-off loans continue to be evaluated on a monthly basis and additional charge-offs or loan loss provisions (credit) for credit losses may be recorded on the remaining loan balance based on the same criteria.

The following table presents the activity in our allowance for loan lossesACL-Loans and related ratios for the dates indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
(Dollars in thousands)2022202120222021
Balance at beginning of period$17,141 $20,545 $16,902 $21,009 
Charge-offs:
Commercial real estate— (3,814)— (3,977)
Commercial business— (51)— (51)
Consumer— (4)(4)(18)
Total charge-offs— (3,869)(4)(4,046)
Recoveries:
Commercial real estate77 — 77 — 
Commercial business— 16 13 16 
Consumer— — 
Total recoveries77 16 91 25 
Net recoveries (charge-offs)77 (3,853)87 (4,021)
Credit charged to earnings(1,445)(20)(1,216)(316)
Balance at end of period$15,773 $16,672 $15,773 $16,672 
Net charge-offs to average loans— %0.23 %— %0.24 %
Allowance for loan losses to total gross loans0.77 %0.96 %0.77 %0.96 %

At June 30, 2022, our allowance for loan losses was $15.8 million and represented 0.77% of total gross loans, compared to $16.9 million, or 0.89% of total gross loans, at December 31, 2021.
Three Months Ended
March 31,
(Dollars in thousands)20232022
Balance at beginning of period$22,431 $16,902 
CECL Day 1 Adjustment5,079 — 
Balance at beginning of period-Adjusted27,510 16,902 
Charge-offs:
Commercial real estate— — 
Commercial business(440)— 
Consumer(12)(4)
Total charge-offs(452)(4)
Recoveries:
Commercial real estate— — 
Commercial business— 13 
Consumer
Total recoveries14 
Net (charge-offs) recoveries(446)10 
Provision for credit losses - loans934 229 
Balance at end of period$27,998 $17,141 
Net charge-offs to average loans0.02 %— %
ACL-Loans to total gross loans1.01 %0.86 %

52


At March 31, 2023, our ACL-Loans was $28.0 million and represented 1.01% of total gross loans, compared to $22.4 million, or 0.84% of total gross loans, at December 31, 2022.

The following table presents the allocation of the allowance for loan lossesACL-Loans balance and the related allocation percentage of these loans toacross the total loans for the dates indicated:loan portfolio:
At June 30, 2022At December 31, 2021At March 31, 2023At December 31, 2022
(Dollars in thousands)(Dollars in thousands)AmountPercent of Loan PortfolioAmountPercent of Loan Portfolio(Dollars in thousands)ACL-LoansLoans as Percent of Total Loan PortfolioACL-LoansLoans as Percent of Total Loan Portfolio
Residential real estateResidential real estate$331 3.12 %$504 4.22 %Residential real estate$207 2.12 %$163 2.27 %
Commercial real estateCommercial real estate11,480 72.91 12,751 71.60 Commercial real estate19,413 71.06 15,597 71.81 
ConstructionConstruction95 5.42 5.19 Construction1,070 6.42 311 5.80 
Commercial businessCommercial business3,802 18.10 3,590 18.52 Commercial business6,593 19.70 6,214 19.45 
ConsumerConsumer65 0.45 53 0.47 Consumer715 0.70 146 0.67 
Total allowance for loan losses$15,773 100.00 %$16,902 100.00 %
Total ACL-LoansTotal ACL-Loans$27,998 100.00 %$22,431 100.00 %

The allocation of the allowance for loan lossesACL-Loans at June 30, 2022March 31, 2023 reflects our assessment of credit risk and probable loss within each portfolio. We believe that the level of the allowance for loan lossesACL-Loans at June 30, 2022March 31, 2023 is appropriate to cover probable losses.

Reserve forACL- Unfunded Commitments

The reserve for unfunded commitmentsACL-Unfunded Commitments provides for probable"forward looking" losses inherent with funding the unused portion of legal commitments to lend. The unfunded reserve calculation is primarily based on our allowance for loan loss methodology for funded loans, adjusted for utilization expectations. The reserve for unfunded credit commitments is included within other liabilities in the accompanying Consolidated Balance Sheets. Changes in the reserveACL-Unfunded Commitments are reported as a component of other noninterest expensethe Provision for credit losses in the accompanying Consolidated Statements of Income.

Investment Securities

At June 30, 2022,March 31, 2023, the carrying value of our investment securities portfolio totaled $113.0$121.1 million and represented 4.6%3.7% of total assets, compared to $108.4$121.6 million, or 4.4%3.7% of total assets, at December 31, 2021.2022.

The net unrealized loss position on our investment portfolio at June 30, 2022March 31, 2023 was $5.0$8.0 million and included gross unrealized lossesgains of $5.5$0.6 million. The net unrealized gainloss position on our investment portfolio at December 31, 20212022 was $4.5$9.2 million and included gross unrealized lossesgains of $0.5$0.3 million.

Deposit Activities and Other Sources of Funds
June 30, 2022December 31, 2021March 31, 2023December 31, 2022
(Dollars in thousands)(Dollars in thousands)AmountPercentAmountPercent(Dollars in thousands)AmountPercentAmountPercent
Noninterest bearing demandNoninterest bearing demand$372,584 18.32 %$398,956 18.78 %Noninterest bearing demand$377,667 13.50 %$404,559 14.44 %
NOWNOW155,026 7.63 119,479 5.62 NOW89,896 3.21 104,057 3.72 
Money marketMoney market833,730 41.00 954,674 44.95 Money market874,202 31.24 913,868 32.63 
SavingsSavings196,075 9.64 193,631 9.12 Savings117,986 4.22 151,944 5.42 
TimeTime476,110 23.41 457,258 21.53 Time1,338,557 47.83 1,226,390 43.79 
Total depositsTotal deposits$2,033,525 100.00 %$2,123,998 100.00 %Total deposits$2,798,308 100.00 %$2,800,818 100.00 %

Total deposits were $2.0$2.8 billion at June 30, 2022,March 31, 2023, a decrease of $90.5$2.5 million, from the balance at December 31, 2021. The decrease in deposits is primarily a result of seasonal fluctuations in several municipal and commercial deposit relationships.2022.

Brokered certificates of deposits totaled $299.4$994.4 million at June 30, 2022March 31, 2023 and $249.4$976.5 million at December 31, 2021.2022. There were no certificates of deposits from national listing services at June 30, 2022March 31, 2023 or December 31, 2021.2022. Brokered money market accounts totaled $50.0$32.2 million at June 30, 2022March 31, 2023 and $104.0$50.1 million at December 31, 2021.2022. Brokered deposits represent
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brokered certificates of deposit, brokered money market accounts, one way buy Certificate of Deposit Account Registry Service (CDARS), and one way buy Insured Cash Sweep (ICS).
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As of March 31, 2023, our insured deposits were $2,050.5 million, or 73% of total deposits. Insured deposits are comprised of $1,966.9 million of FDIC-insured deposits, or 70% of total deposits, and $83.6 million of deposits insured by standby letters of credit with the Federal Home Loan Bank of Boston, or 3% of total deposits. Of the $747.8 million deposits that are uninsured, approximately $50 million are deposits held as collateral on loans made by the Bank and required, per loan documentation, to remain at the Bank.
At June 30, 2022March 31, 2023 and December 31, 2021,2022, time deposits with a denomination of $100 thousand or more, including CDARS and other brokered deposits, totaled $418.5$1,251.2 million and $391.2$1,157.2 million, respectively, maturing during the periods indicated in the table below:
(Dollars in thousands)(Dollars in thousands)June 30, 2022December 31, 2021(Dollars in thousands)March 31, 2023December 31, 2022
Maturing:Maturing:Maturing:
Within 3 monthsWithin 3 months$113,511 $80,417 Within 3 months$326,318 $251,036 
After 3 but within 6 monthsAfter 3 but within 6 months12,158 21,935 After 3 but within 6 months252,681 252,673 
After 6 months but within 1 yearAfter 6 months but within 1 year37,560 25,625 After 6 months but within 1 year520,877 530,400 
After 1 yearAfter 1 year255,235 263,216 After 1 year151,362 123,130 
TotalTotal$418,464 $391,193 Total$1,251,238 $1,157,239 

We utilize advances from the Federal Home Loan Bank of Boston, or FHLB, as part of our overall funding strategy and to meet short-term liquidity needs, and to a lesser degree, manage interest rate risk arising from the difference in asset and liability maturities. Total FHLB advances were $105.0 million and $50.0$90.0 million at June 30, 2022March 31, 2023 and December 31, 2021,2022, respectively.

The Bank has additional borrowing capacity at the FHLB up to a certain percentage of the value of qualified collateral. In accordance with agreements with the FHLB, the qualified collateral must be free and clear of liens, pledges and encumbrances. At June 30, 2022,March 31, 2023, the Bank had pledged $731.9$898.2 million of eligible loans as collateral to support borrowing capacity at the FHLB of Boston. As of June 30, 2022,March 31, 2023, the Bank had immediate availability to borrow an additional $286.0$362.3 million based on qualified collateral.

At March 31, 2023, the Bank had a secured borrowing line with the FRB, a letter of credit with the FHLB, and unsecured lines of credit with Atlantic Community Bankers Bank, Zions Bank and Texas Capital Bank. The total borrowing line, letter, or line of credit and the amount outstanding at March 31, 2023 is summarized below:
March 31, 2023
Total Letter or Line of CreditTotal Outstanding
(Dollars in thousands)
FRB$694,380 $— 
FHLB550,166 187,883 
Atlantic Community Bankers Bank12,000 — 
Zion Bank45,000 — 
Texas Capital Bank10,000 — 
Total$1,311,546 $187,883 

Liquidity and Capital Resources

Liquidity Management

Liquidity is defined as the ability to generate sufficient cash flows to meet all present and future funding requirements at reasonable costs. Our primary source of liquidity is deposits. While our generally preferred funding strategy is to attract and retain low cost deposits, our ability to do so is affected by competitive interest rates and terms in the marketplace. Other sources of funding include discretionary use of purchased liabilities (e.g., FHLB term advances and other borrowings), cash flows from our investment securities portfolios, loan sales, loan repayments and earnings. Investment securities designated as available for sale may also be sold in response to short-term or long-term liquidity needs.
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The Bank’s liquidity positions are monitored daily by management. The Asset Liability Committee ("ALCO") establishes guidelines to ensure maintenance of prudent levels of liquidity. ALCO reports to the Company’s Board of Directors.

The Bank has a detailed liquidity funding policy and a contingency funding plan that provide for the prompt and comprehensive response to unexpected demands for liquidity. We employ a stress testing methodology to estimate needs for contingent funding that could result from unexpected outflows of funds in excess of “business as usual” cash flows. The Bank has established unsecured borrowing capacity with the Atlantic Community Bankers Bank ("ACBB")(ACBB) (formerly Bankers’ Bank Northeast), Zion’s Bank and Texas Capital Bank and also maintains additional collateralized borrowing capacity with the FRB and the FHLB in excess of levels used in the ordinary course of business. Our sources of liquidity include cash, unpledged investment securities, borrowings from the FRB, FHLB, lines of credit from ACBB, Zion’sZion's Bank and Texas Capital Bank, the brokered deposit market and national CD listing services.

The Company anticipates that it will have sufficient funds available to meet its current loan and other commitments. As of June 30, 2022, the Company had cash and cash equivalents of $171.0 million and available-for-sale securities of $94.9 million. At June 30, 2022, outstanding commitments to originate loans totaled $181.2 million and undisbursed funds from approved lines of credit, home equity lines of credit and secured commercial lines of credit totaled $336.6 million.

Capital Resources

Shareholders’Shareholders’ equity totaled $225.5$242.3 million as of June 30, 2022,March 31, 2023, an increase of $23.5$3.8 million compared to December 31, 2021,2022, primarily a result of (i) net income of $20.2$10.4 million for the sixthree months ended June 30, 2022March 31, 2023. The increase was partially offset by the Day 1 CECL adoption of $4.9 million, dividends paid of $1.6 million, and (ii) an $8.9a $0.9 million favorableunfavorable impact to accumulated other comprehensive income. The unfavorable impact to accumulated other comprehensive income was driven by fair value marks on the Company's Available for sale investment securities portfolio of $6.1 million partially offset by fair value marks related to hedge positions involving interest rate swaps partially offset by fair value marks on the Company's investment portfolio.of $5.0 million. The Company's interest rate swaps are used
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to hedge interest rate risk. The increase in shareholders’ equity was partially offset by dividends paid of $3.1 million and common stock repurchases of $3.8 million. As of June 30, 2022, the tangible common equity ratio and fully diluted tangible book value per share were 9.16% and $28.75, respectively.

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. At June 30, 2022,March 31, 2023, the Bank met all capital adequacy requirements to which it was subject and exceeded the regulatory minimum capital levels to be considered well-capitalized under the regulatory framework for prompt corrective action. At June 30, 2022,March 31, 2023, the Bank’s ratio of Common Equity Tier 1 capital to risk-weighted assets was 11.10%10.17%, total capital to risk-weighted assets was 11.80%11.16%, Tier 1 capital to risk-weighted assets was 11.10%10.17% and Tier 1 capital to average assets was 10.15%9.22%.

In July 2013, the Federal Reserve published Basel III rules establishing a new comprehensive capital framework of U.S. banking organizations. Under the rules, effective January 1, 2015 for the Company and Bank, thecurrent guidelines, banking organizations must have a minimum total risk-based capital ratios became a) 4.5% Common Equityratio of 8.0%, a minimum Tier 1 to risk-weighted assets, b)risk-based capital ratio of 6.0%, a minimum common equity Tier 1 risk-based capital ratio of 4.5%, and a minimum leverage ratio of 4.0% in order to risk weighted assets and c) 8.0% total capital to risk-weighted assets.be "adequately capitalized." In addition the new regulations imposed certain limitations on dividends, share buy-backs, discretionary payments onto these requirements, banking organizations must maintain a capital conservation buffer consisting of common Tier 1 instruments and discretionary bonuses to executive officers if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity to risk weighted assets, in addition to the amounts necessary to meetan amount above the minimum risk-based capital requirements described above.for “adequately capitalized” institutions equal to 2.5% of total risk-weighted assets, resulting in a requirement for the Company and the Bank to effectively maintain common equity Tier 1, Tier 1 and total capital ratios of 7.0%, 8.5% and 10.5%, respectively. The Company and the Bank must maintain the capital conservation buffer to avoid restrictions on the ability to pay dividends, pay discretionary bonuses, or to engage in share repurchases.

Asset/Liability Management and Interest Rate Risk

We measure interest rate risk using simulation analysis to calculate earnings and equity at risk. These risk measures are quantified using simulation software from one of the leading firms in the field of asset/liability modeling. Key assumptions relate to the behavior of interest rates and spreads, prepayment speeds and the run-off of deposits. From such simulations, interest rate risk, or IRR, is quantified and appropriate strategies are formulated and implemented. We model IRR by using two primary risk measurement techniques: simulation of net interest income and simulation of economic value of equity. These two measurements are complementary and provide both short-term and long-term risk profiles for the Company. Because both baseline simulations assume that our balance sheet will remain static over the simulation horizon, the results do not reflect adjustments in strategy that ALCO could implement in response to rate shifts. The simulation analyses are updated quarterly.

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We use a net interest income at risk simulation to measure the sensitivity of net interest income to changes in market rates. This simulation captures underlying product behaviors, such as asset and liability repricing dates, balloon dates, interest rate indices and spreads, rate caps and floors, as well as other behavioral attributes. The simulation of net interest income also requires a number of key assumptions such as: (i) prepayment projections for loans and securities that are projected under each interest rate scenario using internal and external mortgage analytics; (ii) new business loan rates that are based on recent new business origination experience; and (iii) deposit pricing assumptions for non-maturity deposits reflecting the Bank’s limited history, management judgment and core deposit studies. Combined, these assumptions can be inherently uncertain, and as a result, actual results may differ from simulation forecasts due to the timing, magnitude and frequency of interest rate changes, future business conditions, as well as unanticipated changes in management strategies.

We use two sets of standard scenarios to measure net interest income at risk. For the Parallel Ramp Scenarios, rate changes are ramped over a twelve-month horizon based upon a parallel yield curve shift and then maintained at those levels over the remainder of the simulation horizon. Parallel Shock Scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Simulation analysis involves projecting a future balance sheet structure and interest income and expense under the various rate scenarios. Internal policy regarding internal rate risk simulations currently specifies that for instantaneous parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one-year period
should not decline by more than: 6% for a 100 basis point shift; 12% for a 200 basis point shift; and 18% for a 300 basis point shift. Per Company policy, the Bank should not be outside these limits for twelve consecutive months unless the Bank's forecasted capital ratios are considered to be "well capitalized". As of June 30, 2022,March 31, 2023, the Bank has met all minimum regulatory capital requirements to be considered "well capitalized" (reference footnote 7 to the consolidated financial statements for more detail).

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The following tables set forth the estimated percentage change in our net interest income at risk over one-year simulation periods beginning June 30, 2022March 31, 2023 and December 31, 2021:2022:
Parallel RampParallel RampEstimated Percent Change in Net Interest IncomeParallel RampEstimated Percent Change in Net Interest Income
Rate Changes (basis points)Rate Changes (basis points)June 30, 2022December 31, 2021Rate Changes (basis points)March 31, 2023December 31, 2022
-100-100(1.80)%(0.80)%-1002.00 %2.20 %
+200+200(4.00)(2.20)+200(3.80)(4.80)


Parallel ShockParallel ShockEstimated Percent Change in Net Interest IncomeParallel ShockEstimated Percent Change in Net Interest Income
Rate Changes (basis points)Rate Changes (basis points)June 30, 2022December 31, 2021Rate Changes (basis points)March 31, 2023December 31, 2022
-100-100(4.20)%(1.70)%-1001.60 %2.20 %
+100+100(2.70)(1.00)+100(2.40)(2.70)
+200+200(5.70)(1.90)+200(5.50)(6.00)
+300+300(8.50)(2.40)+300(7.80)(8.90)

The net interest income at risk simulation results indicate that, as of June 30, 2022,March 31, 2023, we remain liability sensitive. The liability sensitivity is due to the fact that there are more liabilities than assets subject to repricing as market rates change.

We conduct an economic value of equity at risk simulation in tandem with net interest income simulations, to ascertain a longer term view of our interest rate risk position by capturing longer-term repricing risk and options risk embedded in the balance sheet. It measures the sensitivity of economic value of equity to changes in interest rates. The economic value of equity at risk simulation values only the current balance sheet and does not incorporate the growth assumptions used in one of the income simulations. As with the net interest income simulation, this simulation captures product characteristics such as loan resets, repricing terms, maturity dates, rate caps and floors. Key assumptions include loan prepayment speeds, deposit pricing elasticity and non-maturity deposit attrition rates. These assumptions can have significant impacts on valuation results as the assumptions remain in effect for the entire life of each asset and liability. All key assumptions are subject to a periodic review.

Base case economic value of equity at risk is calculated by estimating the net present value of all future cash flows from existing assets and liabilities using current interest rates. The base case scenario assumes that future interest rates remain unchanged.
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The following table sets forth the estimated percentage change in our economic value of equity at risk, assuming various shifts in interest rates:
Estimated Percent Change in Economic Value of Equity ("EVE")Estimated Percent Change in Economic Value of Equity ("EVE")
Rate Changes (basis points)Rate Changes (basis points)June 30, 2022December 31, 2021Rate Changes (basis points)March 31, 2023December 31, 2022
-100-100(7.70)%(21.40)%-1001.50 %2.30 %
+100+100(1.90)3.10 +100(3.70)(3.90)
+200+200(5.10)3.60 +200(9.40)(9.30)
+300+300(8.20)4.50 +300(13.50)(14.00)

While ALCO reviews and updates simulation assumptions and also periodically back-tests the simulation results to ensure that the assumptions are reasonable and current, income simulation may not always prove to be an accurate indicator of interest rate risk or future net interest margin. Over time, the repricing, maturity and prepayment characteristics of financial instruments and the composition of our balance sheet may change to a different degree than estimated. ALCO recognizes that deposit balances could shift into higher yielding alternatives as market rates change. ALCO has modeled increased costs of deposits in the rising rate simulation scenarios presented above.

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It should be noted that the static balance sheet assumption does not necessarily reflect our expectation for future balance sheet growth, which is a function of the business environment and customerclient behavior. Another significant simulation assumption is the sensitivity of core deposits to fluctuations in interest rates. Income simulation results assume that changes in both core savings deposit rates and balances are related to changes in short-term interest rates. Lastly, mortgage-backed securities and mortgage loans involve a level of risk that unforeseen changes in prepayment speeds may cause related cash flows to vary significantly in differing rate environments. Such changes could affect the level of reinvestment risk associated with cash flow from these instruments, as well as their market value. Changes in prepayment speeds could also increase or decrease the amortization of premium or accretion of discounts related to such instruments, thereby affecting interest income.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk Management

Interest rate risk management is our primary market risk. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Asset/Liability Management and Interest Rate Risk” herein for a discussion of our management of our interest rate risk.

Impact of Inflation

Our financial statements and related data contained in this quarterly report have been prepared in accordance with GAAP, which requires the measure of financial position and operating results in terms of historic dollars, without considering changes in the relative purchasing power of money over time due to inflation.

Inflation generally increases the costs of funds and operating overhead, and to the extent loans and other assets bear variable rates, the yields on such assets. Unlike the assets and liabilities of most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant effect on the performance of a financial institution than the effects of general levels of inflation. In addition, inflation affects a financial institution’s cost of goods and services purchased, the cost of salaries and benefits, occupancy expense and similar items. Inflation and related increases in interest rates generally decrease the market value of investments and loans held and may adversely affect liquidity, earnings and shareholders’ equity.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures:

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the
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Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period reported on in this report, the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiary) required to be included in the Company’s periodic SEC filings.

(b) Change in internal controls:

There has been no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2022March 31, 2023 that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company and the Bank are periodically involved in various legal proceedings as normal incident to their businesses. In the opinion of management, no material loss is expected from any such pending lawsuit.

Item 1A. Risk Factors

There have beenwere no material changes in risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2022, filed with the SEC.SEC other than as follows:
Recent and future bank failures may adversely affect the national, regional, and local business environment, results of operations, and capital.

57Recent and future bank failures may have a profound impact on the national, regional, and local business environment in which the Bank operates. The impact to the Bank may lead to business disruptions which may result in clients withdrawing their deposits from the Bank. Management currently expects that one result of the events in connection with the bank failures of Silicon Valley Bank in California, Signature Bank in New York, and First Republic Bank in California is that FDIC assessments will more likely than not increase the cost of doing business to the Bank. These possible impacts may adversely affect the Bank’s future operating results, including net income, and negatively impact capital. While the Bank currently does not expect the Government takeovers of Silicon Valley Bank, Signature Bank, and First Republic Bank to have a material negative effect, the Bank continues to monitor the ongoing events concerning these three banks and any future banks failures should they occur.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table includes information with respect to repurchases of the Company’s Common Stock during the three-month period ended June 30, 2022March 31, 2023 under the Company’s share repurchase program.

Issuer Purchases of Equity Securities

Period(a) Total Number of Shares (or Units) Purchased(b) Average Price Paid per Share (or Unit)(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs(1)
AprilJanuary 1, 20222023 - April 30, 2022January 31, 2023— $— — 203,734150,188 
MayFebruary 1, 20222023 - May 31, 2022February 28, 2023— — — 203,734150,188 
JuneMarch 1, 20222023 - June 30, 2022March 31, 2023— — — 203,734150,188 
Total— $— — 203,734 
    
(1) On December 19, 2018, the Company’s Board of Directors authorized a share repurchase program of up to 400,000 shares of the Company’s Common Stock. The Company may repurchase shares in open market transactions or by other means, such as privately negotiated transactions. The timing, price and volume of repurchases will be based on market conditions, relevant
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securities laws and other factors. The share repurchase plan does not obligate the Company to acquire any particular amount of Common Stock, and it may be modified or suspended at any time at the Company's discretion. On October 27, 2021, the Company's Board of Directors authorized the repurchase of an additional 200,000 shares under its existing share repurchase program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits

The following exhibits are filed herewith:
10.1
10.2
31.1
31.2
32
101The following materials from Bankwell Financial Group, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2022,March 31, 2023, formatted in Inline eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
104Cover Page Interactive Data File (formatting in Inline XBRL and contained in Exhibit 101)
Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Bankwell Financial Group, Inc.
Date: August 8, 2022May 10, 2023/s/ Christopher R. Gruseke
Christopher R. Gruseke
President and Chief Executive Officer
Date: August 8, 2022May 10, 2023/s/ Penko IvanovCourtney E. Sacchetti
Penko IvanovCourtney E. Sacchetti
Executive Vice President and Chief
Financial Officer
(Principal Financial and Accounting Officer)
59