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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

Commission File Number: 001-39325

ATLANTIC UNION BANKSHARES CORPORATIONCORPORATION

(Exact name of registrant as specified in its charter)

Virginia

54-1598552

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

1051 East Cary Street

Suite 1200

Richmond, Virginia 23219

(Address of principal executive offices) (Zip Code)

(804) 633-5031

(Registrant’s telephone number, including area code)

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, par value $1.33 per share

AUB

The NASDAQ Global Select MarketNew York Stock Exchange

Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A

AUBAPAUB.PRA

The NASDAQ Global Select MarketNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.              Yes No

Indicate by check mark whether the registrant has submitted electronically 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).            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 filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No

The number of shares of common stock outstanding as of July 28, 2022April 27, 2023 was 74,703,474.74,994,600.

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ATLANTIC UNION BANKSHARES CORPORATION

FORM 10-Q

INDEX

ITEM

    

    

PAGE

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Consolidated Balance Sheets as of June 30, 2022March 31, 2023 (unaudited) and December 31, 20212022 (audited)

2

Consolidated Statements of Income (unaudited) for the three and six months ended June 30,March 31, 2023 and 2022 and 2021

3

Consolidated Statements of Comprehensive Income (Loss)Income (unaudited) for the three and six months ended June 30,March 31, 2023 and 2022 and 2021

4

Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three and six months ended June 30,March 31, 2023 and 2022 and 2021

5

Consolidated Statements of Cash Flows (unaudited) for the sixthree months ended June 30,March 31, 2023 and 2022 and 2021

6

Notes to Consolidated Financial Statements (unaudited)

8

Review Report of Independent Registered Public Accounting Firm

4751

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

4852

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

7576

Item 4.

Controls and Procedures

7778

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

7880

Item 1A.

Risk Factors

7880

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

7881

Item 6.

Exhibits

7981

Signatures

8083

Table of Contents

Glossary of Acronyms and Defined Terms

In this Form 10-Q, unless the context suggests otherwise, the terms “we”, “us”, and “our” refer to Atlantic Union Bankshares Corporation and its direct and indirect subsidiaries, including Atlantic Union Bank.

20212022 Form 10-K

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

Access

Access National Corporation and its subsidiaries2022

ACL

Allowance for credit losses

AFS

Available for sale

ALCO

Asset Liability Committee

ALLL

Allowance for loan and lease losses, a component of ACL

AOCI

Accumulated other comprehensive income (loss)

ASC

Accounting Standards Codification

ASC 820

ASC 820, Fair Value Measurements and Disclosures

ASU

Accounting Standards Update

ATM

Automated teller machine

AUB

Atlantic Union Bankshares Corporation

AUBAP

Atlantic Union Bankshares Corporation trading symbol

the Bank

Atlantic Union Bank (formerly, Union Bank & Trust)

BOLI

Bank-owned life insurance

bps

Basis points

BVALBTFP

Bloomberg Valuation Service

CAA

Consolidated Appropriations Act, 2021

CARES Act

Coronavirus Aid, Relief, and Economic Security ActBank Term Funding Program

CECL

Current expected credit losses

CFPB

Consumer Financial Protection Bureau

the Company

Atlantic Union Bankshares Corporation (formerly, Union Bankshares Corporation) and its subsidiaries

COVID-19

COVID-19 global pandemic

CSP

Cary Street Partners Financial LLC

depositary shares

Depositary shares, each representing a 1/400th ownership interest in a share of the Company’s Series A preferred stock, with a liquidation preference of $10,000 per share of Series A preferred stock (equivalent to $25 per depositary share)

DHFB

Dixon, Hubard, Feinour & Brown, Inc.

EPS

Earnings per common share

Exchange Act

Securities Exchange Act of 1934, as amended

FASB

Financial Accounting Standards Board

FCMs

Futures Commission Merchants

FDIC

Federal Deposit Insurance Corporation

Federal Reserve

Board of Governors of the Federal Reserve System

FRB

Federal Reserve Bank of Richmond

FHLB

Federal Home Loan Bank of Atlanta

FHLMC

Federal Home Loan Mortgage Corporation

FNB

FNB Corporation

FNMA

Federal National Mortgage Association

FOMC

Federal Open MarketsMarket Committee

FTE

Fully taxable equivalent

FR Y9-C

Consolidated financial statements for a U.S. bank holding company, a savings and loan holding company, a U.S. intermediate holding company, and a securities holding company

FTE

Fully taxable equivalent

GAAP or U.S. GAAP

Accounting principles generally accepted in the United States

GNMA

Government National Mortgage Association

HTM

Held to maturity

ICE

Intercontinental Exchange Data Services

the Joint Guidance

The five federal bank regulatory agencies and the Conference of State Bank Supervisors guidance

Issued on March 22, 2020 (subsequently revised on April 7, 2020)

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LHFI

Loans held for investment

LHFS

Loans held for sale

LIBOR

London Interbank Offered Rate

MBS

Mortgage-Backed Securities

MFC

Middleburg Financial Corporation

NASDAQ

National Association of Securities Dealers Automated Quotation exchange

NOW

Negotiable order of withdrawal

NPA

Nonperforming assets

NYSE

New York Stock Exchange

OCI

Other comprehensive (loss) income

OREO

Other real estate owned

OTC

Over-the-counter

PD/LGD

Probability of default/loss given default

PPP

Paycheck Protection Program

Quarterly Report

Quarterly Report on Form 10-Q for the quarter ended June 30, 2022

Repurchase Program

The share repurchase program, approved on December 10, 2021 by the Company’s Board of Directors, which authorizes the Company to purchase up to $100.0 million worth of the Company’s common stock

Table of Contents

ROU asset

Right of Use Asset

RUCRPAs

Reserve for unfunded commitments

RVI

Residual value insuranceRisk Participation Agreements

SBA

Small Business Administration

SEC

Securities and Exchange Commission

Series A preferred stock

6.875% Perpetual Non-Cumulative Preferred Stock, Series A, par value $10.00 per share

SOFR

Secured Overnight Financing Rate

SSFATLM

Simplified supervisory formula approachTroubled loan modification

TDR

Troubled debt restructuring

Topic 606

ASU No. 2014-09, “Revenue from Contracts with Customers: Topic 606”

Topic 848

ASU 2020-04, “Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting”

VFG

Virginia Financial Group, Inc.

2031 Notes

$250.0 million of 2.875% fixed-to-floating rate subordinate notes issued by the Company during the fourth quarter of 2021 with a maturity date of December 15, 2031

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PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2022MARCH 31, 2023 AND DECEMBER 31, 20212022

(Dollars in thousands, except share data)

June 30,

December 31,

March 31,

December 31,

2022

    

2021

2023

    

2022

ASSETS

(unaudited)

(audited)

(unaudited)

(audited)

Cash and cash equivalents:

Cash and due from banks

$

158,902

$

180,963

$

187,106

$

216,384

Interest-bearing deposits in other banks

82,086

618,714

184,371

102,107

Federal funds sold

388

2,824

719

1,457

Total cash and cash equivalents

241,376

802,501

372,196

319,948

Securities available for sale, at fair value

2,951,421

3,481,650

2,252,365

2,741,816

Securities held to maturity, at carrying value

780,749

628,000

855,418

847,732

Restricted stock, at cost

87,908

76,825

87,616

120,213

Loans held for sale, at fair value

15,866

20,861

Loans held for sale

14,213

3,936

Loans held for investment, net of deferred fees and costs

13,655,408

13,195,843

14,584,280

14,449,142

Less: allowance for loan and lease losses

104,184

99,787

116,512

110,768

Total loans held for investment, net

13,551,224

13,096,056

14,467,768

14,338,374

Premises and equipment, net

128,661

134,808

116,466

118,243

Goodwill

925,211

935,560

925,211

925,211

Amortizable intangibles, net

31,621

43,312

24,482

26,761

Bank owned life insurance

436,703

431,517

443,537

440,656

Other assets

511,059

413,706

544,098

578,248

Total assets

$

19,661,799

$

20,064,796

$

20,103,370

$

20,461,138

LIABILITIES

Noninterest-bearing demand deposits

$

5,361,538

$

5,207,324

$

4,578,009

$

4,883,239

Interest-bearing deposits

10,767,097

11,403,744

11,877,901

11,048,438

Total deposits

16,128,635

16,611,068

16,455,910

15,931,677

Securities sold under agreements to repurchase

118,658

117,870

163,760

142,837

Other short-term borrowings

290,000

0

245,000

1,176,000

Long-term borrowings

389,290

388,724

390,150

389,863

Other liabilities

343,740

237,063

408,314

448,024

Total liabilities

17,270,323

17,354,725

17,663,134

18,088,401

Commitments and contingencies (Note 7)

STOCKHOLDERS' EQUITY

Preferred stock, $10.00 par value

173

173

173

173

Common stock, $1.33 par value

98,822

100,101

99,072

98,873

Additional paid-in capital

1,767,063

1,807,368

1,773,118

1,772,440

Retained earnings

841,701

783,794

929,806

919,537

Accumulated other comprehensive (loss) income

(316,283)

18,635

Accumulated other comprehensive loss

(361,933)

(418,286)

Total stockholders' equity

2,391,476

2,710,071

2,440,236

2,372,737

Total liabilities and stockholders' equity

$

19,661,799

$

20,064,796

$

20,103,370

$

20,461,138

Common shares outstanding

74,688,314

75,663,648

74,989,228

74,712,622

Common shares authorized

200,000,000

200,000,000

200,000,000

200,000,000

Preferred shares outstanding

17,250

17,250

17,250

17,250

Preferred shares authorized

500,000

500,000

500,000

500,000

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

THREE AND SIX MONTHS ENDED JUNE 30,MARCH 31, 2023 AND 2022 AND 2021

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

Three Months Ended

Six Months Ended

Three Months Ended

June 30,

June 30,

June 30,

June 30,

March 31,

March 31,

2022

    

2021

    

2022

    

2021

2023

    

2022

    

Interest and dividend income:

Interest and fees on loans

$

123,266

$

130,570

$

237,466

$

258,576

$

189,992

$

114,200

Interest on deposits in other banks

157

86

288

163

1,493

131

Interest and dividends on securities:

Taxable

14,695

10,519

28,361

20,872

16,753

13,666

Nontaxable

10,637

9,677

21,097

18,914

9,308

10,459

Total interest and dividend income

148,755

150,852

287,212

298,525

217,546

138,456

Interest expense:

Interest on deposits

6,097

7,238

10,580

16,366

51,834

4,483

Interest on short-term borrowings

555

21

576

69

7,563

21

Interest on long-term borrowings

3,336

3,045

6,358

6,644

4,706

3,021

Total interest expense

9,988

10,304

17,514

23,079

64,103

7,525

Net interest income

138,767

140,548

269,698

275,446

153,443

130,931

Provision for credit losses

3,559

(27,414)

6,359

(41,037)

11,850

2,800

Net interest income after provision for credit losses

135,208

167,962

263,339

316,483

141,593

128,131

Noninterest income:

Service charges on deposit accounts

8,040

6,607

15,637

12,116

7,902

7,596

Other service charges, commissions and fees

1,709

1,735

3,364

3,436

1,746

1,655

Interchange fees

2,268

2,203

4,078

4,050

2,325

1,810

Fiduciary and asset management fees

6,939

6,819

14,194

13,294

4,262

7,255

Mortgage banking income

2,200

4,619

5,317

12,874

854

3,117

Loss on sale of securities

(13,400)

Bank owned life insurance income

2,716

3,209

5,413

5,475

2,828

2,697

Loan-related interest rate swap fees

2,600

1,321

6,460

3,075

1,439

3,860

Other operating income

11,814

1,953

13,976

5,131

1,672

2,163

Total noninterest income

38,286

28,466

68,439

59,451

9,628

30,153

Noninterest expenses:

Salaries and benefits

55,305

50,766

113,603

103,426

60,529

58,298

Occupancy expenses

6,395

7,140

13,278

14,454

6,356

6,883

Furniture and equipment expenses

3,590

3,911

7,187

7,880

3,752

3,597

Technology and data processing

7,862

7,219

15,658

14,123

8,142

7,796

Professional services

4,680

4,408

8,770

9,369

3,413

4,090

Marketing and advertising expense

2,502

2,738

4,665

4,782

2,351

2,163

FDIC assessment premiums and other insurance

2,765

2,319

5,250

4,626

3,899

2,485

Franchise and other taxes

4,500

4,435

8,999

8,871

4,498

4,499

Loan-related expenses

1,867

1,909

3,643

3,786

1,552

1,776

Amortization of intangible assets

2,915

3,568

5,954

7,298

2,279

3,039

Loss on debt extinguishment

0

0

0

14,695

Other expenses

6,387

3,558

17,082

10,598

11,503

10,695

Total noninterest expenses

98,768

91,971

204,089

203,908

108,274

105,321

Income from continuing operations before income taxes

74,726

104,457

127,689

172,026

42,947

52,963

Income tax expense

12,500

19,073

21,773

30,453

7,294

9,273

Net income

62,226

85,384

105,916

141,573

35,653

43,690

Dividends on preferred stock

2,967

2,967

5,934

5,934

2,967

2,967

Net income available to common shareholders

$

59,259

$

82,417

$

99,982

$

135,639

$

32,686

$

40,723

Basic earnings per common share

$

0.79

$

1.05

$

1.33

$

1.72

$

0.44

$

0.54

Diluted earnings per common share

$

0.79

$

1.05

$

1.33

$

1.72

$

0.44

$

0.54

Dividends declared per common share

$

0.28

$

0.28

$

0.56

$

0.53

$

0.30

$

0.28

Basic weighted average number of common shares outstanding

74,847,899

78,819,697

75,194,347

78,841,462

74,832,141

75,544,644

Diluted weighted average number of common shares outstanding

74,849,871

78,843,724

75,201,326

78,863,859

74,835,514

75,556,127

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) INCOME (UNAUDITED)

THREE AND SIX MONTHS ENDED JUNE 30,MARCH 31, 2023 AND 2022 AND 2021

(Dollars in thousands)

Three Months Ended

 

Six Months Ended

Three Months Ended

 

June 30, 

 

June 30, 

March 31, 

 

    

2022

    

2021

 

2022

    

2021

    

2023

    

2022

 

Net income

$

62,226

$

85,384

$

105,916

$

141,573

$

35,653

$

43,690

Other comprehensive (loss) income:

 

 

 

  

 

Other comprehensive income (loss):

 

 

Cash flow hedges:

 

 

 

  

 

 

 

Change in fair value of cash flow hedges (net of tax, $3,076 and $693 for the three months and $9,273 and $313 for the six months ended June 30, 2022 and 2021, respectively)

 

(11,572)

 

2,607

 

(34,885)

 

1,179

Reclassification adjustment for (gains) included in net income (net of tax, $0 and $0 for the three months and $0 and $12 for the six months ended June 30, 2022 and 2021, respectively) (1)

 

0

 

0

 

0

 

(47)

Change in fair value of cash flow hedges (net of tax, $3,645 and $6,197 for the three months ended March 31, 2023 and 2022, respectively)

 

13,714

 

(23,313)

AFS securities:

 

 

 

 

 

 

Unrealized holding gains (losses) arising during period (net of tax, $30,137 and $3,673 for the three months and $79,837 and $5,132 for the six months ended June 30, 2022 and 2021, respectively)

 

(113,374)

 

13,818

 

(300,341)

 

(19,307)

Reclassification adjustment for (gains) losses included in net income (net of tax, $0 and $0 for the three months and $0 and $16 for the six months ended June 30, 2022 and 2021, respectively) (2)

 

1

 

0

 

1

 

(62)

Unrealized holding gains (losses) arising during period (net of tax, $8,525 and $49,700 for the three months ended March 31, 2023 and 2022, respectively)

 

32,068

 

(186,967)

Reclassification adjustment for losses included in net income (net of tax, $2,814 and $0 for the three months ended March 31, 2023 and 2022, respectively) (1)

 

10,586

 

HTM securities:

 

 

 

 

 

 

Reclassification adjustment for accretion of unrealized (gain) on AFS securities transferred to HTM (net of tax, $1 and $1 for the three months and $3 and $3 for the six months ended June 30, 2022 and 2021, respectively) (3)

 

(5)

 

(5)

 

(10)

 

(10)

Reclassification adjustment for accretion of unrealized gain on AFS securities transferred to HTM (net of tax, $1 and $1 for the three months ended March 31, 2023 and 2022, respectively) (2)

 

(3)

 

(5)

Bank owned life insurance:

 

 

 

 

 

Unrealized holding gains arising during the period

10

Reclassification adjustment for losses included in net income (4)(3)

 

150

 

151

 

317

 

304

 

(22)

 

167

Other comprehensive (loss) income:

 

(124,800)

 

16,571

 

(334,918)

 

(17,943)

Comprehensive (loss) income

$

(62,574)

$

101,955

$

(229,002)

$

123,630

Other comprehensive income (loss):

 

56,353

 

(210,118)

Comprehensive income (loss)

$

92,006

$

(166,428)

(1)The gross amounts are generally reported in the interest income and interest expense sections of the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

(2) The gross amounts reclassified into earnings are reported as "Other operating income" on the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

(3)(2) The gross amounts reclassified into earnings are reported within interest income on the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

(4)(3) Reclassifications in earnings are reported in "Salaries and benefits" expense on the Company’s Consolidated Statements of Income.

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

SIXTHREE MONTHS ENDED JUNE 30,MARCH 31, 2023 AND 2022 AND 2021

(Dollars in thousands, except share and per share amounts)

  

  

  

  

  

Accumulated

  

Additional

Other

Common

Preferred

Paid-In

Retained

Comprehensive

Stock

Stock

Capital

Earnings

Income (Loss)

Total

Balance - December 31, 2022

$

98,873

$

173

$

1,772,440

$

919,537

$

(418,286)

$

2,372,737

Net Income

 

35,653

 

35,653

Other comprehensive income (net of taxes of $14,983)

 

56,353

 

56,353

Dividends on common stock ($0.30 per share)

 

(22,417)

 

(22,417)

Dividends on preferred stock ($171.88 per share)

 

(2,967)

 

(2,967)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (149,684 shares)

 

199

(1,654)

(1,455)

Stock-based compensation expense

 

2,332

 

2,332

Balance - March 31, 2023

$

99,072

$

173

$

1,773,118

$

929,806

$

(361,933)

$

2,440,236

Balance - December 31, 2021

$

100,101

$

173

$

1,807,368

$

783,794

$

18,635

$

2,710,071

Net Income

 

43,690

 

43,690

Other comprehensive loss (net of taxes of $49,701)

 

(210,118)

 

(210,118)

Dividends on common stock ($0.28 per share)

 

(21,163)

 

(21,163)

Dividends on preferred stock ($171.88 per share)

 

(2,967)

 

(2,967)

Stock purchased under stock repurchase plan (629,691 shares)

(837)

(24,181)

(25,018)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (291,723 shares)

 

387

1,044

1,431

Stock-based compensation expense

 

2,409

 

2,409

Balance - March 31, 2022

$

99,651

$

173

$

1,786,640

$

803,354

$

(191,483)

$

2,498,335

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Dollars in thousands)

  

  

  

  

  

Accumulated

  

Additional

Other

Common

Preferred

Paid-In

Retained

Comprehensive

Stock

Stock

Capital

Earnings

Income (Loss)

Total

Balance - December 31, 2021

$

100,101

$

173

$

1,807,368

$

783,794

$

18,635

$

2,710,071

Net Income

 

43,690

 

43,690

Other comprehensive loss (net of taxes of $49,701)

 

(210,118)

 

(210,118)

Dividends on common stock ($0.28 per share)

 

(21,163)

 

(21,163)

Dividends on preferred stock ($171.88 per share)

 

(2,967)

 

(2,967)

Stock purchased under stock repurchase plan (629,691 shares)

(837)

(24,181)

(25,018)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (291,723 shares)

 

387

1,044

1,431

Stock-based compensation expense

 

2,409

 

2,409

Balance - March 31, 2022

$

99,651

$

173

$

1,786,640

$

803,354

$

(191,483)

$

2,498,335

Net Income

 

62,226

 

62,226

Other comprehensive loss (net of taxes of $33,214)

 

��

(124,800)

 

(124,800)

Dividends on common stock ($0.28 per share)

 

(20,912)

 

(20,912)

Dividends on preferred stock ($171.88 per share)

 

(2,967)

 

(2,967)

Stock purchased under stock repurchase plan (649,208 shares)

(863)

(22,350)

(23,213)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (25,955 shares)

 

34

(154)

 

(120)

Stock-based compensation expense

2,927

2,927

Balance - June 30, 2022

$

98,822

$

173

$

1,767,063

$

841,701

$

(316,283)

$

2,391,476

Balance - December 31, 2020

$

104,169

$

173

$

1,917,081

$

616,052

$

71,015

$

2,708,490

Net Income

 

56,189

 

56,189

Other comprehensive loss (net of taxes of $8,835)

 

  

(34,514)

 

(34,514)

Dividends on common stock ($0.25 per share)

 

  

(19,700)

 

(19,700)

Dividends on preferred stock ($171.88 per share)

(2,967)

(2,967)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (243,884 shares)

 

324

(289)

 

35

Stock-based compensation expense

 

  

2,199

 

2,199

Balance - March 31, 2021

$

104,493

$

173

$

1,918,991

$

649,574

$

36,501

$

2,709,732

Net Income

 

85,384

 

85,384

Other comprehensive income (net of taxes of $3,672)

16,571

16,571

Dividends on common stock ($0.28 per share)

(22,125)

(22,125)

Dividends on preferred stock ($171.88 per share)

(2,967)

(2,967)

Stock purchased under stock repurchase plan (1,090,169 shares)

(1,450)

(40,913)

(42,363)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (35,693 shares)

48

663

711

Stock-based compensation expense

2,654

2,654

Balance - June 30, 2021

$

103,091

$

173

$

1,881,395

$

709,866

$

53,072

$

2,747,597

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(Dollars in thousands)

    

2022

    

2021

    

2023

    

2022

Operating activities:

 

  

 

  

 

  

 

  

Net income

$

105,916

$

141,573

$

35,653

$

43,690

Adjustments to reconcile net income to net cash provided by operating activities:

 

  

 

  

 

  

 

  

Depreciation of premises and equipment

 

7,119

 

7,966

 

3,427

 

3,599

Writedown of ROU assets and equipment

 

4,570

 

1,065

Writedown of ROU assets, foreclosed properties and equipment

 

112

 

4,570

Amortization, net

 

16,093

 

15,928

 

6,417

 

8,619

Amortization (accretion) related to acquisitions, net

 

1,014

 

(1,056)

Amortization related to acquisitions, net

 

1,288

 

875

Provision for credit losses

 

6,359

 

(41,037)

 

11,850

 

2,800

Losses (gains) on securities transactions, net

 

2

 

(78)

Gain on sale of DHFB

 

(9,082)

 

0

Losses on securities transactions

 

13,400

 

BOLI income

(5,413)

(5,475)

(2,828)

(2,697)

Originations and purchases of loans held for sale

 

(191,470)

 

(348,138)

Proceeds from sales of loans held for sale

196,381

409,809

Gains on sales of foreclosed properties and former bank premises, net

(631)

(1,810)

Losses on debt extinguishment

0

14,695

Originations and purchases of LHFS

 

(286,526)

 

(91,957)

Proceeds from sales of LHFS

283,316

91,434

Stock-based compensation expenses

 

5,336

 

4,853

 

2,332

 

2,409

Issuance of common stock for services

 

409

 

188

 

187

 

217

Net decrease in other assets

 

25,875

 

64,826

 

18,840

 

46,434

Net increase (decrease) in other liabilities

 

36,751

 

(125,899)

Net (decrease) increase in other liabilities

 

(27,901)

 

1,454

Net cash provided by operating activities

 

199,229

 

137,410

 

59,567

 

111,447

Investing activities:

 

  

 

  

 

  

 

  

Purchases of AFS securities, restricted stock, and other investments

 

(88,244)

 

(651,254)

 

(45,633)

 

(62,773)

Purchases of HTM securities

 

(158,445)

 

0

 

(13,826)

 

(130,533)

Proceeds from sales of AFS securities and restricted stock

 

12,469

 

45,436

 

558,466

 

Proceeds from maturities, calls and paydowns of AFS securities

 

207,279

 

256,903

 

47,338

 

109,974

Proceeds from maturities, calls and paydowns of HTM securities

 

3,400

 

1,730

 

5,218

 

550

Net (increase) decrease in loans held for investment

(452,948)

305,615

Net increase in LHFI

(145,260)

(258,502)

Net increase in premises and equipment

 

(1,931)

 

(6,836)

 

(1,624)

 

(797)

Proceeds from BOLI settlements

2,068

3,152

353

2,068

Purchases of BOLI policies

0

(100,000)

Proceeds from sales of foreclosed properties and former bank premises

 

3,001

 

8,632

 

533

 

Net cash used in investing activities

 

(473,351)

 

(136,622)

Net cash provided by (used in) investing activities

 

405,565

 

(340,013)

Financing activities:

 

  

 

  

 

  

 

  

Net increase in noninterest-bearing deposits

 

154,214

 

853,869

Net (decrease) increase in interest-bearing deposits

 

(636,667)

 

82,617

Net increase (decrease) in short-term borrowings

 

290,788

 

(261,139)

Repayments of long-term debt

0

(214,695)

Net (decrease) increase in noninterest-bearing deposits

 

(305,230)

 

162,739

Net increase (decrease) in interest-bearing deposits

 

829,449

 

(289,594)

Net decrease in short-term borrowings

 

(910,077)

 

(2,843)

Cash dividends paid - common stock

 

(42,075)

 

(41,825)

 

(22,417)

 

(21,163)

Cash dividends paid - preferred stock

(5,934)

(5,934)

(2,967)

(2,967)

Repurchase of common stock

(48,231)

(42,363)

(25,018)

Issuance of common stock

 

3,813

 

2,876

 

474

 

3,804

Vesting of restricted stock, net of shares held for taxes

 

(2,911)

 

(2,318)

 

(2,116)

 

(2,590)

Net cash (used in) provided by financing activities

 

(287,003)

 

371,088

(Decrease) increase in cash and cash equivalents

 

(561,125)

371,876

Net cash used in financing activities

 

(412,884)

 

(177,632)

Increase (decrease) in cash and cash equivalents

 

52,248

(406,198)

Cash, cash equivalents and restricted cash at beginning of the period

 

802,501

 

493,294

 

319,948

 

802,501

Cash, cash equivalents and restricted cash at end of the period

$

241,376

$

865,170

$

372,196

$

396,303

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIXTHREE MONTHS ENDED JUNE 30,MARCH 31, 2023 AND 2022 AND 2021

(Dollars in thousands)

    

2022

    

2021

    

2023

    

2022

Supplemental Disclosure of Cash Flow Information

 

  

 

  

 

  

 

  

Cash payments for:

 

  

 

  

 

  

 

  

Interest

$

16,511

$

23,859

$

58,678

$

5,393

Income taxes

 

935

 

1,221

Supplemental schedule of noncash investing and financing activities

 

  

 

  

 

  

 

  

Transfers from loans to foreclosed properties

 

382

 

14

Transfers from bank premises to OREO

0

1,109

Transfer from LHFI to LHFS

7,087

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (Nasdaq:(NYSE: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has 114had 109 branches and approximately 130125 ATMs located throughout Virginia, and in portions of Maryland and North Carolina as of June 30, 2022.March 31, 2023. Certain non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.

Effective June 30, 2022, the Company completed the sale of DHFB, which was formerly a subsidiary of the Bank.

The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and follow general practice within the banking industry. Accordingly, the unaudited consolidated financial statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements; however, in the opinion of management all adjustments necessary for a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other period.

The unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s 20212022 Form 10-K. Certain prior period amounts have been reclassified to conform to current period presentation.

Cash and Cash EquivalentsAdoption of New Accounting Standards

For purposesIn March 2022, the FASB issued ASU No. 2022-01 Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method to allow nonprepayable financial assets to be included in a closed portfolio hedge using the portfolio layer method and to allow multiple hedged layers to be designated for a single closed portfolio of reporting cash flows, thefinancial assets or one or more beneficial interests secured by a portfolio of financial instruments. The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company defines cashadopted ASU No. 2022-01 effective January 1, 2023 and cash equivalents as cash, cash due from banks, interest-bearing deposits in other banks, short-term money market investments, other interest-bearing deposits, and federal funds sold.concluded that it did not have significant impact on its consolidated financial statements.

Restricted cash is disclosed

In March 2022, the FASB issued ASU No. 2022-02 Financial Instruments- Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance for TDRs by creditors and instead requires that an entity evaluate whether a loan modification represents a new loan or a continuation of an existing loan, consistent with the accounting for other loan modifications. The amendment also introduces new disclosure requirements for modifications to loans made to a borrower experiencing financial difficulty in the form of principal forgiveness, interest rate reductions, term extensions, or other-than-insignificant payment delays. The Company refers to these modifications to borrowers experiencing financial difficulty as Troubled Loan Modifications, or TLMs. In addition, the amendments require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20. The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted the amendments of ASU 2022-02 effective January 1, 2023 on a prospective basis. See below in Note 7 “Commitments and Contingencies” in Part I,1 “Summary of Significant Accounting Policies” within this Item I1 of this Quarterly Report for discussion of the Company’s accounting policy for Loan Modifications and Note 3 “Loans and Allowance for Loan and Lease Losses” within this Item 1 of this Quarterly Report for more information.

In March 2020, the FASB issued ASC 848, Reference Rate Reform. This guidance provides temporary, optional guidance to ease the potential burden in accounting for reference rate reform associated with the LIBOR transition. LIBOR and other interbank offered rates are widely used benchmark or reference rates that have been used in the valuation of loans, derivatives, and other financial contracts. ASC 848 provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. ASC 848 is comprisedintended to help stakeholders during the global market-wide reference rate transition period. The amendments are effective as of cash maintainedMarch 12, 2020 through December 31, 2024 and can be adopted at various correspondent banks as collateralan instrument level. The Company has elected the practical expedients provided in ASC 848 related to (1) accounting for contract modifications on its loans and securities tied to LIBOR and (2) asserting probability of the hedged item occurring, regardless of any expected modification in terms related to reference rate reform for the newly executed cash flow hedges. The Company

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may incorporate other components of ASC 848 at a later date. This amendment did not have a significant impact on the Company’s derivative portfolioconsolidated financial statements.

Loan Modifications

The Company evaluates all loan modifications according to the accounting guidance for loan refinancing and is includedrestructuring to determine whether the modification should be accounted for as a new loan or a continuation of the existing loan. If the modification meets the criteria to be accounted for as a new loan, any deferred fees and costs remaining prior to the modification are recognized in interest-bearing depositsincome and any new deferred fees and costs are recorded on the loan as part of the modification. If the modification does not meet the criteria to be accounted for as a new loan, any new deferred fees and costs resulting from the modification are added to the existing amortized cost basis of the loan.

The Company adopted the accounting guidance in other banksASU No. 2022-02 on January 1, 2023 that eliminates the recognition and measurement of TDRs. Upon adoption of this guidance, the Company no longer applies its TDR accounting policy and instead accounts for modifications in accordance with its loan modifications policy stated in the preceding paragraph. For the Company’s Consolidated Balance Sheets. In addition,policy for accounting for TDRs prior to the adoption of ASU No. 2022-02, see Note 1 “Summary of Significant Accounting Policies” of the Company’s 2022 Form 10-K.

Effective January 1, 2023, the Company refers to modifications to loans where the borrower is requiredexperiencing financial difficulty and the modification is in the form of principal forgiveness, interest rate reductions, term extensions, other-than-insignificant payment delays, or a combination of the above modifications, as troubled loan modifications, or TLMs. The Company accounts for TLMs consistently with its accounting policy for accounting for loan modifications. The ALLL on TLMs is measured using the same method as all other LHFI. Refer to maintain reserve balances with the FRB based on the typeNote 3 “Loans and amountAllowance for Loan and Lease Losses” within this Item 1 of deposits; however, on March 15, 2020 the Federal Reserve announced that reserve requirement ratios would be reducedthis Quarterly Report for additional disclosures related to zero percent effective March 26, 2020 due to economic conditions, which eliminated the reserve requirement for all depository institutions. The reserve requirement is still at zero percent as of June 30, 2022.TLMs.

Accrued Interest Receivable

The Company has elected to exclude accrued interest from the amortized cost basis in its determination of the ALLL, as well as the ACL reserve for securities. Accrued interest receivable totaled $44.5$60.7 million and $43.3$58.9 million on LHFI, $8.2$6.8 million and $7.0$8.6 million on HTM securities, and $14.4$9.4 million and $14.5$14.2 million on AFS securities at June 30, 2022March 31, 2023 and December 31, 2021,2022, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. The Company’s policy is to write off accrued interest receivable through reversal of interest income when it becomes probable the Company will not be able to collect the accrued interest. For the quarters ended June 30,March 31, 2023 and March 31, 2022, and June 30, 2021, accrued interest receivable write offs were not material to the Company’s consolidated financial statements.

Segment Reporting

Operating segments are components of a business about which separate financial information is available and evaluated regularly by the chief operating decision makers in deciding how to allocate resources and assessing performance.  The Bank is the Company’s only reportable operating segment upon which management makes decisions regarding how to allocate resources and assess performance.  While the Company’s chief operating decision makers do have some limited financial information about its various financial products and services, that information is not complete since it does not include a full allocation of revenue, costs, and capital from key corporate functions; therefore, the Company evaluates financial performance on the Company-wide basis.  Management continues to evaluate these business units for separate reporting as facts and circumstances change. 

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2. SECURITIES

Available for Sale

The Company’s AFS investment portfolio is generally highly-rated or agency backed. All AFS securities were current with 0no securities past due or on non-accrual as of June 30, 2022March 31, 2023 and December 31, 2021.2022.

The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of June 30, 2022March 31, 2023 are summarized as follows (dollars in thousands):

Amortized

Gross Unrealized

Estimated

Amortized

Gross Unrealized

Estimated

    

Cost

    

Gains

    

(Losses)

    

Fair Value

    

Cost

    

Gains

    

(Losses)

    

Fair Value

June 30, 2022

 

  

 

  

 

  

  

March 31, 2023

 

  

 

  

 

  

  

U.S. government and agency securities

$

71,665

$

0

$

(5,925)

$

65,740

$

69,474

$

$

(6,900)

$

62,574

Obligations of states and political subdivisions

 

964,651

 

578

 

(142,802)

 

822,427

 

650,328

 

20

 

(127,251)

 

523,097

Corporate and other bonds (1)

 

184,304

 

72

 

(6,484)

 

177,892

 

171,899

 

 

(19,893)

 

152,006

Commercial MBS

 

 

 

 

Agency

326,117

 

90

 

(27,246)

298,961

220,617

 

156

 

(37,729)

183,044

Non-agency

104,465

 

0

 

(3,591)

100,874

80,239

 

 

(2,636)

77,603

Total commercial MBS

430,582

 

90

 

(30,837)

399,835

300,856

 

156

 

(40,365)

260,647

Residential MBS

Agency

1,571,036

 

665

 

(161,629)

1,410,072

1,394,464

 

57

 

(207,355)

1,187,166

Non-agency

78,888

 

1

 

(5,083)

73,806

71,552

 

 

(6,358)

65,194

Total residential MBS

1,649,924

 

666

 

(166,712)

1,483,878

1,466,016

 

57

 

(213,713)

1,252,360

Other securities

 

1,649

 

0

 

0

 

1,649

 

1,681

 

 

 

1,681

Total AFS securities

$

3,302,775

$

1,406

$

(352,760)

$

2,951,421

$

2,660,254

$

233

$

(408,122)

$

2,252,365

(1) Other bonds include asset-backed securitiessecurities.

The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of December 31, 20212022 are summarized as follows (dollars in thousands):

Amortized

Gross Unrealized

Estimated

Amortized

Gross Unrealized

Estimated

    

Cost

    

Gains

    

(Losses)

    

Fair Value

    

Cost

    

Gains

    

(Losses)

    

Fair Value

December 31, 2021

December 31, 2022

U.S. government and agency securities

$

73,830

$

179

$

(160)

$

73,849

$

70,196

$

$

(8,253)

$

61,943

Obligations of states and political subdivisions

971,126

39,343

(2,073)

1,008,396

959,999

 

137

 

(152,701)

 

807,435

Corporate and other bonds (1)

 

150,201

 

3,353

 

(178)

 

153,376

 

243,979

 

 

(17,599)

 

226,380

Commercial MBS

 

 

 

 

Agency

361,806

6,761

(4,215)

364,352

250,186

 

75

 

(39,268)

210,993

Non-agency

107,087

139

(421)

106,805

99,412

 

 

(4,244)

95,168

Total commercial MBS

468,893

6,900

(4,636)

471,157

349,598

 

75

 

(43,512)

306,161

Residential MBS

Agency

1,691,651

15,180

(24,337)

1,682,494

1,510,110

 

81

 

(233,961)

1,276,230

Non-agency

91,443

243

(948)

90,738

68,815

 

 

(6,812)

62,003

Total residential MBS

1,783,094

15,423

(25,285)

1,773,232

1,578,925

 

81

 

(240,773)

1,338,233

Other securities

 

1,640

 

0

 

0

 

1,640

 

1,664

 

 

 

1,664

Total AFS securities

$

3,448,784

$

65,198

$

(32,332)

$

3,481,650

$

3,204,361

$

293

$

(462,838)

$

2,741,816

(1) Other bonds include asset-backed securitiessecurities.

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The following table shows the gross unrealized losses and fair value of the Company’s AFS securities with unrealized losses for which an ACL has not been recorded at June 30, 2022 and December 31, 2021 and that are not deemed to be impaired as of those dates.losses. These are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position (dollars in thousands).

Less than 12 months

More than 12 months

Total

Less than 12 months

More than 12 months

Total

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

Value

Losses

Value

Losses

Value

Losses

Value

Losses

Value(2)

Losses

Value

Losses

June 30, 2022

 

 

 

 

 

 

March 31, 2023

 

 

 

 

 

 

U.S. government and agency securities

$

62,470

$

(5,882)

$

3,199

$

(42)

$

65,669

$

(5,924)

$

$

$

62,541

$

(6,900)

$

62,541

$

(6,900)

Obligations of states and political subdivisions

686,807

(131,328)

28,077

(11,474)

714,884

(142,802)

25,482

(1,225)

490,011

(126,026)

515,493

(127,251)

Corporate and other bonds(1)

 

162,871

 

(6,484)

 

0

 

0

 

162,871

 

(6,484)

 

62,443

 

(3,586)

 

87,163

 

(16,307)

 

149,606

 

(19,893)

Commercial MBS

 

 

Agency

237,590

(19,318)

48,976

(7,928)

286,566

(27,246)

21,945

(3,119)

150,711

(34,610)

172,656

(37,729)

Non-agency

84,220

(2,604)

16,654

(987)

100,874

(3,591)

77,603

(2,636)

77,603

(2,636)

Total commercial MBS

321,810

(21,922)

65,630

(8,915)

387,440

(30,837)

21,945

(3,119)

228,314

(37,246)

250,259

(40,365)

Residential MBS

Agency

1,002,897

(110,921)

346,933

(50,708)

1,349,830

(161,629)

110,848

(5,385)

1,061,695

(201,971)

1,172,543

(207,356)

Non-agency

61,820

(3,981)

11,868

(1,103)

73,688

(5,084)

14,615

(138)

50,580

(6,219)

65,195

(6,357)

Total residential MBS

1,064,717

(114,902)

358,801

(51,811)

1,423,518

(166,713)

125,463

(5,523)

1,112,275

(208,190)

1,237,738

(213,713)

Total AFS securities

$

2,298,675

$

(280,518)

$

455,707

$

(72,242)

$

2,754,382

$

(352,760)

$

235,333

$

(13,453)

$

1,980,304

$

(394,669)

$

2,215,637

$

(408,122)

December 31, 2021

 

  

 

  

 

  

 

  

 

  

 

  

December 31, 2022

 

  

 

  

 

  

 

  

 

  

 

  

U.S. government and agency securities

$

64,474

$

(115)

$

3,900

$

(45)

$

68,374

$

(160)

$

2,594

$

(166)

$

59,269

$

(8,087)

$

61,863

$

(8,253)

Obligations of states and political subdivisions

249,701

(2,020)

2,123

(53)

251,824

(2,073)

588,668

(86,895)

187,375

(65,806)

776,043

(152,701)

Corporate and other bonds(1)

 

21,134

 

(177)

 

703

 

(1)

 

21,837

 

(178)

 

206,861

 

(15,019)

 

17,121

 

(2,580)

 

223,982

 

(17,599)

Commercial MBS

 

 

 

 

 

 

 

Agency

175,588

(4,053)

3,172

(162)

178,760

(4,215)

73,362

(7,024)

127,193

(32,244)

200,555

(39,268)

Non-agency

33,759

(313)

11,029

(108)

44,788

(421)

66,618

(2,231)

28,550

(2,013)

95,168

(4,244)

Total commercial MBS

209,347

(4,366)

14,201

(270)

223,548

(4,636)

139,980

(9,255)

155,743

(34,257)

295,723

(43,512)

Residential MBS

Agency

1,140,701

(21,147)

106,104

(3,190)

1,246,805

(24,337)

328,590

(27,769)

929,581

(206,192)

1,258,171

(233,961)

Non-agency

48,392

(584)

12,716

(364)

61,108

(948)

18,939

(1,288)

43,064

(5,524)

62,003

(6,812)

Total residential MBS

1,189,093

(21,731)

118,820

(3,554)

1,307,913

(25,285)

347,529

(29,057)

972,645

(211,716)

1,320,174

(240,773)

Total AFS securities

$

1,733,749

$

(28,409)

$

139,747

$

(3,923)

$

1,873,496

$

(32,332)

$

1,285,632

$

(140,392)

$

1,392,153

$

(322,446)

$

2,677,785

$

(462,838)

(1) Other bonds include asset-backed securities.

(2) Comprised of 752 and 363 individual securities as of March 31, 2023 and December 31, 2022, respectively.

As of June 30, 2022, there were $445.7 million AFS securities, comprised of 113 individual securities that had been in a continuous loss position for more than 12 months and had an aggregate unrealized loss of approximately $72.2 million. As of December 31, 2021, there were $139.7 million AFS securities, comprised of 33 individual securities that had been in a continuous loss position for more than 12 months and had an aggregate unrealized loss of $3.9 million.

The Company has evaluated AFS securities in an unrealized loss position for credit related impairment at June 30, 2022March 31, 2023 and December 31, 20212022 and concluded 0no impairment existed based on several factors which included: (1) the majority of these securities are of high credit quality, (2) unrealized losses are primarily the result of market volatility and increases in market interest rates, (3) the contractual terms of the investments do not permit the issuer(s) to settle the securities at a price less than the cost basis of each investment, (4) issuers continue to make timely principal and interest payments, and (5) the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis.

Additionally, the majority of the Company’s MBS are issued by FNMA, FHLMC, and GNMA and do not have credit risk given the implicit and explicit government guarantees associated with these agencies. In addition, the non-agency mortgage-backed and asset-backed securities generally received a 20% SSFAsimplified supervisory formula approach rating.

In the first quarter of 2023, the Company executed a balance sheet repositioning strategy and sold AFS securities with a total book value of $505.7 million at a pre-tax loss of $13.4 million and used the net proceeds to reduce existing high costing FHLB borrowings. The deleverage strategy provides the Company with improved liquidity, enhanced tangible common equity, and additional run rate earnings.

-10--11-

Table of Contents

The following table presents the amortized cost and estimated fair value of AFS securities as of March 31, 2023 and December 31, 2022, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

March 31, 2023

December 31, 2022

    

Amortized

    

Estimated

    

Amortized

    

Estimated

Cost

Fair Value

Cost

Fair Value

Due in one year or less

$

52,594

$

51,912

$

42,447

$

41,735

Due after one year through five years

 

122,772

 

113,380

 

158,063

 

152,523

Due after five years through ten years

 

204,347

 

180,610

 

343,303

 

312,935

Due after ten years

 

2,280,541

 

1,906,463

 

2,660,548

 

2,234,623

Total AFS securities

$

2,660,254

$

2,252,365

$

3,204,361

$

2,741,816

Refer to Note 7 "Commitments and Contingencies" within this Item 1 of this Quarterly Report for information regarding the estimated fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, and for other purposes as permitted or required by law as of March 31, 2023 and December 31, 2022.

Held to Maturity

The Company’s HTM investment portfolio primarily consists of highly-rated municipal securities. The Company’s HTM securities were all current, with no securities past due or on non-accrual at March 31, 2023 and December 31, 2022.

The Company reports HTM securities on the Company’s Consolidated Balance Sheets at carrying value. Carrying value is amortized cost, which includes any unamortized unrealized gains and losses recognized in AOCI prior to reclassifying the securities from AFS securities to HTM securities.

The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of March 31, 2023 are summarized as follows (dollars in thousands):

Carrying

Gross Unrealized

Estimated

    

Value

    

Gains

    

(Losses)

Fair Value

March 31, 2023

 

  

 

  

 

  

  

U.S. government and agency securities

$

684

$

$

(50)

$

634

Obligations of states and political subdivisions

702,749

6,078

(26,903)

681,924

Corporate and other bonds(1)

5,033

(37)

4,996

Commercial MBS

 

Agency

28,925

(4,953)

23,972

Non-agency

27,068

57

(224)

26,901

Total commercial MBS

55,993

57

(5,177)

50,873

Residential MBS

Agency

42,302

(5,606)

36,696

Non-agency

48,657

51

(732)

47,976

Total residential MBS

90,959

51

(6,338)

84,672

Total HTM securities

$

855,418

$

6,186

$

(38,505)

$

823,099

(1) Other bonds include asset-backed securities.

-12-

Table of Contents

The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of December 31, 2022 are summarized as follows (dollars in thousands):

Carrying

Gross Unrealized

Estimated

    

Value

    

Gains

    

(Losses)

    

Fair Value

December 31, 2022

 

  

 

  

 

  

 

  

U.S. government and agency securities

$

687

$

$

(56)

$

631

Obligations of states and political subdivisions

705,990

2,218

(35,957)

672,251

Corporate and other bonds(1)

5,159

(10)

5,149

Commercial MBS

Agency

29,025

(4,873)

24,152

Non-agency

13,736

(126)

13,610

Total commercial MBS

42,761

(4,999)

37,762

Residential MBS

Agency

42,699

(6,427)

36,272

Non-agency

50,436

(614)

49,822

Total residential MBS

93,135

(7,041)

86,094

Total HTM securities

$

847,732

$

2,218

$

(48,063)

$

801,887

(1) Other bonds include asset-backed securities.

Credit Quality Indicators & Allowance for Credit Losses - HTM

For HTM securities, the Company evaluates the credit risk of its securities on at least a quarterly basis. The Company estimates expected credit losses on HTM debt securities on an individual basis based on the PD/LGD methodology primarily using security-level credit ratings. The Company’s HTM securities ACL was insignificant at March 31, 2023 and December 31, 2022. The primary indicators of credit quality for the Company’s HTM portfolio are security type and credit rating, which is influenced by a number of factors including obligor cash flow, geography, seniority, and others. The majority of the Company’s HTM securities with credit risk are obligations of states and political subdivisions.

-13-

Table of Contents

The following table presents the amortized cost and estimated fair value of AFS securities as of June 30, 2022 and December 31, 2021, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

June 30, 2022

December 31, 2021

    

Amortized

    

Estimated

    

Amortized

    

Estimated

Cost

Fair Value

Cost

Fair Value

Due in one year or less

$

32,481

$

32,235

$

18,247

$

18,317

Due after one year through five years

 

167,808

 

165,280

 

180,080

 

183,981

Due after five years through ten years

 

346,288

 

329,509

 

324,615

 

331,215

Due after ten years

 

2,756,198

 

2,424,397

 

2,925,842

 

2,948,137

Total AFS securities

$

3,302,775

$

2,951,421

$

3,448,784

$

3,481,650

Refer to Note 7 "Commitments and Contingencies" in Part I, Item I of this Quarterly Report for information regarding the estimated fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, and for other purposes as permitted or required by law as of June 30, 2022 and December 31, 2021.

Held to Maturity

The Company’s HTM investment portfolio primarily consists of highly-rated municipal securities. The Company’s HTM securities were all current, with 0 securities past due or on non-accrual at June 30, 2022 and December 31, 2021.

The Company reports HTM securities on the Company’s Consolidated Balance Sheets at carrying value. Carrying value is amortized cost, which includes any unamortized unrealized gains and losses recognized in AOCI prior to reclassifying the securities from AFS securities to HTM securities. Investment securities transferred into the HTM category from the AFS category are recorded at fair value at the date of transfer. The unrealized holding gains or losses at the date of transfer are retained in AOCI and in the carrying value of the HTM securities. Such unrealized gains or losses are accreted over the remaining life of the security with no impact on future net income.

The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of June 30, 2022 are summarized as follows (dollars in thousands):

Carrying

Gross Unrealized

Estimated

    

Value

    

Gains

    

(Losses)

Fair Value

June 30, 2022

 

  

 

  

 

  

  

U.S. government and agency securities

$

2,178

$

0

$

(80)

$

2,098

Obligations of states and political subdivisions

693,070

3,125

(33,413)

662,782

Commercial Agency MBS

29,404

0

(3,193)

26,211

Residential MBS

Agency

38,514

0

(3,833)

34,681

Non-agency

17,583

0

(136)

17,447

Total residential MBS

56,097

0

(3,969)

52,128

Total held-to-maturity securities

$

780,749

$

3,125

$

(40,655)

$

743,219

The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of December 31, 2021 are summarized as follows (dollars in thousands):

Carrying

Gross Unrealized

Estimated

    

Value

    

Gains

    

(Losses)

    

Fair Value

December 31, 2021

 

  

 

  

 

  

 

  

U.S. government and agency securities

$

2,604

$

0

$

(29)

$

2,575

Obligations of states and political subdivisions

620,873

65,982

(121)

686,734

Commercial Agency MBS

4,523

0

(58)

4,465

Total held-to-maturity securities

$

628,000

$

65,982

$

(208)

$

693,774

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Table of Contents

Credit Quality Indicators & Allowance for Credit Losses - HTM

For HTM securities, the Company evaluates the credit risk of its securities on at least a quarterly basis. The Company estimates expected credit losses on HTM debt securities on an individual basis based on the PD/LGD methodology primarily using security-level credit ratings. The Company’s HTM securities ACL was immaterial at June 30, 2022 and December 31, 2021. The primary indicators of credit quality for the Company’s HTM portfolio are security type and credit rating, which is influenced by a number of factors including obligor cash flow, geography, seniority, and others. Substantially all of the Company’s HTM securities with credit risk are obligations of states and political subdivisions.

The following table presents the amortized cost of HTM securities as of June 30, 2022March 31, 2023 and December 31, 20212022 by security type and credit rating (dollars in thousands):

    

U.S. Government and Agency

    

Obligations of states and political

    

Mortgage-backed

    

Total HTM

    

U.S. Government and Agency

    

Obligations of states and political

    

Corporate and other

    

Mortgage-backed

    

Total HTM

securities

subdivisions

securities

securities

securities

subdivisions

bonds

securities

securities

June 30, 2022

March 31, 2023

Credit Rating:

 

 

 

 

 

AAA/AA/A

$

0

$

693,070

$

0

$

693,070

$

$

701,567

$

$

10,211

$

711,778

BBB/BB/B

1,182

1,182

Not Rated - Agency(1)

2,178

0

67,918

70,096

684

71,227

71,911

Not Rated - Non-Agency

0

 

0

17,583

17,583

Not Rated - Non-Agency(2)

 

 

5,033

65,514

70,547

Total

$

2,178

$

693,070

$

85,501

$

780,749

$

684

$

702,749

$

5,033

$

146,952

$

855,418

December 31, 2021

December 31, 2022

Credit Rating:

 

 

 

 

 

AAA/AA/A

$

0

$

620,873

$

0

$

620,873

$

$

704,803

$

$

2,702

$

707,505

BBB/BB/B

1,187

1,187

Not Rated - Agency(1)

2,604

0

4,523

7,127

687

71,725

72,412

Not Rated - Non-Agency(2)

 

 

5,159

61,469

66,628

Total

$

2,604

$

620,873

$

4,523

$

628,000

$

687

$

705,990

$

5,159

$

135,896

$

847,732

(1) Generally considered not to have credit risk given the government guarantees associated with these agenciesagencies.

(2)Non-agency mortgage-backed and asset-backed securities have limited credit risk, supported by most receiving a 20% simplified supervisory formula approach rating.

The following table presents the amortized cost and estimated fair value of HTM securities as of June 30, 2022March 31, 2023 and December 31, 2021,2022, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

June 30, 2022

December 31, 2021

March 31, 2023

December 31, 2022

    

Carrying

    

Estimated

    

Carrying

    

Estimated

    

Carrying

    

Estimated

    

Carrying

    

Estimated

Value

Fair Value

Value

Fair Value

Value

Fair Value

Value

Fair Value

Due in one year or less

$

5,023

$

4,971

$

3,034

$

3,027

$

2,051

$

2,044

$

2,010

$

2,006

Due after one year through five years

 

19,746

 

20,087

 

5,852

 

6,065

 

36,675

 

36,745

 

35,044

 

35,014

Due after five years through ten years

 

15,838

 

16,130

 

14,019

 

15,984

 

28,128

 

28,355

 

19,941

 

20,239

Due after ten years

 

740,142

 

702,031

 

605,095

 

668,698

 

788,564

 

755,955

 

790,737

 

744,628

Total HTM securities

$

780,749

$

743,219

$

628,000

$

693,774

$

855,418

$

823,099

$

847,732

$

801,887

Refer to Note 7 "Commitments and Contingencies" in Part I,within this Item I1 of this Quarterly Report for information regarding the estimated fair value of HTM securities that were pledged to secure public deposits as permitted or required by law as of June 30, 2022March 31, 2023 and December 31, 2021.2022.

Restricted Stock, at cost

Due to restrictions placed upon the Bank’s common stock investment in the FRB and the FHLB, these securities have been classified as restricted equity securities and carried at cost. These restricted securities are not subject to the investment security classifications and are included as a separate line item on the Company’s Consolidated Balance Sheets. RestrictedAt March 31, 2023 and December 31, 2022, restricted stock consists of FRB stock in the amount of $67.0 million, for June 30, 2022 and December 31, 2021respectively, and FHLB stock in the amount of $20.9$20.6 million and $9.8$53.2 million, as of June 30, 2022 and December 31, 2021, respectively.

-12--14-

Table of Contents

Realized Gains and Losses

The following table presents the gross realized gains and losses on and the proceeds from the sale of securities during the three and six months ended June 30,March 31, 2023 and 2022 and 2021 (dollars in thousands):

    

Three Months Ended

    

Six Months Ended

    

Three Months Ended

    

Three Months Ended

June 30, 2022

June 30, 2022

March 31, 2023

March 31, 2022

Realized gains (losses)(1):

 

  

 

  

Realized (losses) gains(1):

 

  

 

  

Gross realized gains

$

0

$

0

$

1,346

$

Gross realized losses

 

(2)

 

(2)

 

(14,746)

 

Net realized gains

$

(2)

$

(2)

Net realized losses

$

(13,400)

$

Proceeds from sales of securities

$

12,469

$

12,469

$

558,466

$

    

Three Months Ended

    

Six Months Ended

June 30, 2021

June 30, 2021

Realized gains (losses)(1):

 

  

 

  

Gross realized gains

$

0

$

138

Gross realized losses

 

0

 

(60)

Net realized gains

$

0

$

78

Proceeds from sales of securities

$

0

$

45,436

(1) Includes (losses) gains (losses) on sales and calls of securitiessecurities.

-13--15-

Table of Contents

3. LOANS AND ALLOWANCE FOR LOAN AND LEASE LOSSES

During the first quarter of 2023, the Company transferred a nonaccrual commercial real estate loan, totaling $7.1 million, from LHFI to LHFS. The information included below reflects the impact of the CARES Act, as amended by the CAA, and the Joint Guidance. See Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2021 Form 10-K for information about COVID-19 and related legislative and regulatory developments. following tables exclude LHFS.

The Company’s loansLHFI are stated at their face amount, net of deferred fees and costs, and consistconsisted of the following at June 30, 2022March 31, 2023 and December 31, 20212022 (dollars in thousands):

June 30, 2022

    

December 31, 2021

March 31, 2023

    

December 31, 2022

Construction and Land Development

$

988,379

$

862,236

$

1,179,872

$

1,101,260

Commercial Real Estate - Owner Occupied

 

1,965,702

 

1,995,409

 

1,956,585

 

1,982,608

Commercial Real Estate - Non-Owner Occupied

 

3,860,819

 

3,789,377

 

3,968,085

 

3,996,130

Multifamily Real Estate

 

762,502

 

778,626

 

822,006

 

802,923

Commercial & Industrial(1)

 

2,595,891

 

2,542,243

 

3,082,478

 

2,983,349

Residential 1-4 Family - Commercial

 

553,771

 

607,337

 

522,760

 

538,063

Residential 1-4 Family - Consumer

 

865,174

 

816,524

 

974,511

 

940,275

Residential 1-4 Family - Revolving

 

583,073

 

560,796

 

589,791

 

585,184

Auto

 

525,301

 

461,052

 

600,658

 

592,976

Consumer

 

180,045

 

176,992

 

145,090

 

152,545

Other Commercial(2)

 

774,751

 

605,251

 

742,444

 

773,829

Total LHFI, net of deferred fees and costs(3)(1)

13,655,408

13,195,843

14,584,280

14,449,142

Allowance for loan and lease losses

(104,184)

(99,787)

(116,512)

(110,768)

Total LHFI, net

$

13,551,224

$

13,096,056

$

14,467,768

$

14,338,374

(1) Commercial & industrial loans include approximately $21.7 million and $145.3 million in loans from the PPP at June 30, 2022 and December 31, 2021, respectively.

(2)Other commercial loans include an insignificant amount of loans from the PPP at June 30, 2022 and included approximately $5.1 million in loans from the PPP at December 31, 2021.

(3) Total loans includeincluded unamortized premiums and discounts, and unamortized deferred fees and costs totaling $44.847.3 million and $49.350.4 million as of June 30, 2022March 31, 2023 and December 31, 2021,2022, respectively.

The following table shows the aging of the Company’s LHFI portfolio, by class, at March 31, 2023 (dollars in thousands):

    

    

    

    

Greater than

    

    

30-59 Days

60-89 Days

90 Days and

Current

Past Due

Past Due

still Accruing

Nonaccrual

Total Loans

Construction and Land Development

$

1,178,445

$

815

$

$

249

$

363

$

1,179,872

Commercial Real Estate - Owner Occupied

 

1,945,229

 

2,251

 

798

 

2,133

 

6,174

 

1,956,585

Commercial Real Estate - Non-Owner Occupied

 

3,965,520

 

52

 

 

1,032

 

1,481

 

3,968,085

Multifamily Real Estate

 

822,006

 

 

 

 

 

822,006

Commercial & Industrial

 

3,075,988

 

981

 

61

 

633

 

4,815

 

3,082,478

Residential 1-4 Family - Commercial

 

518,951

 

1,399

 

271

 

232

 

1,907

 

522,760

Residential 1-4 Family - Consumer

 

951,375

 

11,579

 

158

 

859

 

10,540

 

974,511

Residential 1-4 Family - Revolving

 

582,123

 

1,384

 

1,069

 

1,766

 

3,449

 

589,791

Auto

 

597,853

 

2,026

 

295

 

137

 

347

 

600,658

Consumer

 

144,476

 

295

 

176

 

137

 

6

 

145,090

Other Commercial

742,378

66

742,444

Total LHFI, net of deferred fees and costs

$

14,524,344

$

20,782

$

2,828

$

7,244

$

29,082

$

14,584,280

% of total loans

99.59

%

0.14

%

0.02

%

0.05

%

0.20

%

100.00

%

-14--16-

Table of Contents

The following table shows the aging of the Company’s loan portfolio, by class, at June 30,December 31, 2022 (dollars in thousands):

    

    

    

    

Greater than

    

    

    

    

    

    

Greater than

    

    

 

30-59 Days

60-89 Days

90 Days and

30-59 Days

60-89 Days

90 Days and

 

Current

Past Due

Past Due

still Accruing

Nonaccrual

Total Loans

Current

Past Due

Past Due

still Accruing

Nonaccrual

Total Loans

 

Construction and Land Development

$

987,152

$

645

$

0

$

1

$

581

$

988,379

$

1,099,555

$

1,253

$

45

$

100

$

307

$

1,101,260

Commercial Real Estate - Owner Occupied

 

1,957,733

 

1,374

 

807

 

792

 

4,996

 

1,965,702

 

1,970,323

 

2,305

 

635

 

2,167

 

7,178

 

1,982,608

Commercial Real Estate - Non-Owner Occupied

 

3,856,365

 

511

 

0

 

642

 

3,301

 

3,860,819

 

3,993,091

 

1,121

 

48

 

607

 

1,263

 

3,996,130

Multifamily Real Estate

 

762,502

 

0

 

0

 

0

 

0

 

762,502

 

801,694

 

1,229

 

 

 

 

802,923

Commercial & Industrial

 

2,589,714

 

2,581

 

546

 

322

 

2,728

 

2,595,891

 

2,980,008

 

824

 

174

 

459

 

1,884

 

2,983,349

Residential 1-4 Family - Commercial

 

549,138

 

1,944

 

474

 

184

 

2,031

 

553,771

 

534,653

 

1,231

 

 

275

 

1,904

 

538,063

Residential 1-4 Family - Consumer

 

849,738

 

594

 

1,646

 

1,112

 

12,084

 

865,174

 

919,833

 

5,951

 

1,690

 

1,955

 

10,846

 

940,275

Residential 1-4 Family - Revolving

 

576,908

 

1,368

 

731

 

997

 

3,069

 

583,073

 

577,993

 

1,843

 

511

 

1,384

 

3,453

 

585,184

Auto

 

522,834

 

1,841

 

213

 

134

 

279

 

525,301

 

589,235

 

2,747

 

450

 

344

 

200

 

592,976

Consumer

 

179,394

 

361

 

210

 

79

 

1

 

180,045

 

151,958

 

351

 

125

 

108

 

3

 

152,545

Other Commercial

774,411

11

0

329

0

774,751

773,738

91

773,829

Total LHFI

$

13,605,889

$

11,230

$

4,627

$

4,592

$

29,070

$

13,655,408

Total LHFI, net of deferred fees and costs

$

14,392,081

$

18,855

$

3,678

$

7,490

$

27,038

$

14,449,142

% of total loans

99.65

%

0.08

%

0.03

%

0.03

%

0.21

%

100.00

%

99.60

%

0.13

%

0.03

%

0.05

%

0.19

%

100.00

%

The following table shows the agingCompany’s amortized cost basis of the Company’s loan portfolio, by class, at Decemberloans on nonaccrual status and loans past due 90 days and still accruing as of March 31, 20212023 (dollars in thousands):

    

    

    

    

Greater than

    

    

 

30-59 Days

60-89 Days

90 Days and

 

Current

Past Due

Past Due

still Accruing

Nonaccrual

Total Loans

 

Nonaccrual

Nonaccrual With No ALLL

90 Days Past due and still Accruing

Construction and Land Development

$

857,883

$

1,357

$

0

$

299

$

2,697

$

862,236

$

363

$

$

249

Commercial Real Estate - Owner Occupied

 

1,987,133

 

1,230

 

152

 

1,257

 

5,637

 

1,995,409

6,174

3,451

2,133

Commercial Real Estate - Non-Owner Occupied

 

3,783,211

 

1,965

 

127

 

433

 

3,641

 

3,789,377

1,481

1,032

Multifamily Real Estate

 

778,429

 

84

 

0

 

0

 

113

 

778,626

Commercial & Industrial

 

2,536,100

 

1,161

 

1,438

 

1,897

 

1,647

 

2,542,243

4,815

2,647

633

Residential 1-4 Family - Commercial

 

601,946

 

1,844

 

272

 

990

 

2,285

 

607,337

1,907

232

Residential 1-4 Family - Consumer

 

795,821

 

3,368

 

2,925

 

3,013

 

11,397

 

816,524

10,540

859

Residential 1-4 Family - Revolving

 

554,652

 

1,493

 

363

 

882

 

3,406

 

560,796

3,449

1,766

Auto

 

458,473

 

1,866

 

249

 

241

 

223

 

461,052

347

137

Consumer

 

175,943

 

689

 

186

 

120

 

54

 

176,992

6

137

Other Commercial

605,214

37

0

0

0

605,251

66

Total LHFI

$

13,134,805

$

15,094

$

5,712

$

9,132

$

31,100

$

13,195,843

$

29,082

$

6,098

$

7,244

% of total loans

99.54

%

0.11

%

0.04

%

0.07

%

0.24

%

100.00

%

-15--17-

Table of Contents

The following table shows the Company’s amortized cost basis of loans on nonaccrual status and loans past due 90 days and still accruing as of June 30,December 31, 2022 (dollars in thousands):

June 30, 2022

Nonaccrual

Nonaccrual With No ALLL

90 Days Past due and still Accruing

Construction and Land Development

$

581

$

0

$

1

Commercial Real Estate - Owner Occupied

4,996

955

792

Commercial Real Estate - Non-Owner Occupied

3,301

0

642

Multifamily Real Estate

0

0

0

Commercial & Industrial

2,728

1

322

Residential 1-4 Family - Commercial

2,031

0

184

Residential 1-4 Family - Consumer

12,084

0

1,112

Residential 1-4 Family - Revolving

3,069

0

997

Auto

279

0

134

Consumer

1

0

79

Other Commercial

0

0

329

Total LHFI

$

29,070

$

956

$

4,592

The following table shows the Company’s amortized cost basis of loans on nonaccrual status and loans past due 90 days and still accruing as of December 31, 2021 (dollars in thousands):

December 31, 2021

Nonaccrual

Nonaccrual With No ALLL

90 Days Past due and still Accruing

Nonaccrual

Nonaccrual With No ALLL

90 Days Past due and still Accruing

Construction and Land Development

$

2,697

$

1,985

$

299

$

307

$

$

100

Commercial Real Estate - Owner Occupied

5,637

970

1,257

7,178

908

2,167

Commercial Real Estate - Non-Owner Occupied

3,641

1,089

433

1,263

607

Multifamily Real Estate

113

0

0

Commercial & Industrial

1,647

1

1,897

1,884

1

459

Residential 1-4 Family - Commercial

2,285

0

990

1,904

275

Residential 1-4 Family - Consumer

11,397

0

3,013

10,846

1,955

Residential 1-4 Family - Revolving

3,406

0

882

3,453

1,384

Auto

223

0

241

200

344

Consumer

54

0

120

3

108

Other Commercial

91

Total LHFI

$

31,100

$

4,045

$

9,132

$

27,038

$

909

$

7,490

There was 0no interest income recognized on nonaccrual loans during the three and six months ended June 30, 2022March 31, 2023 and 2021.2022. See Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 20212022 Form 10-K for additional information on the Company’s policies for nonaccrual loans.

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Table of Contents

Troubled Debt Restructurings

As of June 30, 2022, the Company has TDRs totaling $18.0 million with an estimated $872,000 of allowance for those loans. As of December 31, 2021, the Company had TDRs totaling $18.0 million with an estimated $859,000 of allowance for those loans.

A TDR occurs when a lender, for economic or legal reasons, grants a concession to the borrower related to the borrower’s financial difficulties, that it would not otherwise consider. All loans that are considered to be TDRs are evaluated for credit losses in accordance with the Company’s ALLL methodology. For the three and six months ended June 30, 2022 and June 30, 2021, the recorded investment in TDRs prior to modifications was not materially impacted by the modifications.

The following table provides a summary, by class, of TDRs that continue to accrue interest under the terms of the applicable restructuring agreement, which are considered to be performing, and TDRs that have been placed on nonaccrual status, which are considered to be nonperforming, as of June 30, 2022 and December 31, 2021 (dollars in thousands):

June 30, 2022

December 31, 2021

    

No. of

    

Recorded

    

Outstanding

    

No. of

    

Recorded

    

Outstanding

Loans

Investment

Commitment

Loans

Investment

Commitment

Performing

 

  

 

  

 

  

 

  

 

  

 

  

Construction and Land Development

 

3

$

162

$

0

 

4

$

201

$

0

Commercial Real Estate - Owner Occupied

 

2

 

1,004

 

0

 

3

 

572

 

0

Residential 1-4 Family - Commercial

 

1

 

1,334

 

0

 

0

 

0

 

0

Residential 1-4 Family - Consumer

 

78

 

7,654

 

0

 

75

 

9,021

 

0

Residential 1-4 Family - Revolving

 

3

 

260

 

5

 

3

 

265

 

4

Consumer

 

2

 

14

 

0

 

2

 

15

 

0

Other Commercial

1

234

0

1

239

0

Total performing

 

90

$

10,662

$

5

 

88

$

10,313

$

4

Nonperforming

 

  

 

  

 

  

 

  

 

  

 

  

Commercial Real Estate - Owner Occupied

 

1

$

17

$

0

 

2

$

830

$

0

Commercial Real Estate - Non-Owner Occupied

3

1,206

0

3

1,357

0

Commercial & Industrial

 

3

 

634

 

0

 

3

 

729

 

0

Residential 1-4 Family - Commercial

 

3

 

377

 

0

 

3

 

388

 

0

Residential 1-4 Family - Consumer

 

25

 

4,966

 

0

 

24

 

4,239

 

0

Residential 1-4 Family - Revolving

 

3

 

98

 

0

 

3

 

99

 

0

Total nonperforming

 

38

$

7,298

$

0

 

38

$

7,642

$

0

Total performing and nonperforming

 

128

$

17,960

$

5

 

126

$

17,955

$

4

The Company considers a default of a TDR to occur when the borrower is 90 days past due following the restructure or a foreclosure and repossession of the applicable collateral occurs. During the three and six months ended June 30, 2022 and 2021, the Company did not have any material loans that went into default that had been restructured in the twelve-month period prior to the time of default.

-17-

Table of Contents

The following table shows, by class and modification type, TDRs that occurred during the three and six months ended June 30, 2022 and 2021 (dollars in thousands):

Three Months Ended June 30, 2022

Six Months Ended June 30, 2022

    

    

Recorded

    

    

Recorded

    

No. of

Investment at

No. of

Investment at

Loans

Period End

Loans

Period End

Modified to interest only, at a market rate

 

  

 

  

 

  

 

  

 

Residential 1-4 Family - Commercial

0

$

0

1

$

1,334

Total interest only at market rate of interest

 

0

$

0

 

1

$

1,334

 

Term modification, at a market rate

 

  

 

  

 

  

 

  

 

Commercial Real Estate - Owner Occupied

 

0

$

0

 

1

$

766

 

Total loan term extended at a market rate

 

0

$

0

 

1

$

766

 

Term modification, below market rate

 

  

 

  

 

  

 

  

 

Residential 1-4 Family - Consumer

 

6

259

 

12

1,111

 

Total loan term extended at a below market rate

 

6

$

259

 

12

$

1,111

 

Total

 

6

$

259

 

14

$

3,211

 

Three Months Ended June 30, 2021

Six Months Ended June 30, 2021

    

    

Recorded

    

    

Recorded

    

No. of

Investment at

No. of

Investment at

Loans

Period End

Loans

Period End

Modified to interest only, at a market rate

 

  

 

  

 

  

 

  

 

Total interest only at market rate of interest

 

0

$

0

 

0

$

0

 

Term modification, at a market rate

 

  

 

  

 

  

 

  

 

Residential 1-4 Family - Consumer

 

0

$

0

 

2

$

104

 

Total loan term extended at a market rate

 

0

$

0

 

2

$

104

 

Term modification, below market rate

 

  

 

  

 

  

 

  

 

Residential 1-4 Family - Consumer

 

3

$

1,382

 

11

$

1,824

 

Consumer

0

0

1

15

Total loan term extended at a below market rate

 

3

$

1,382

 

12

$

1,839

 

Interest rate modification, below market rate

 

  

 

  

 

  

 

  

 

Residential 1-4 Family - Commercial

 

0

$

0

 

1

$

45

 

Total interest only at below market rate of interest

 

0

$

0

 

1

$

45

 

Total

 

3

$

1,382

 

15

$

1,988

 

-18-

Table of Contents

Troubled Loan Modifications

The Company adopted ASU 2022-02 effective January 1, 2023 on a prospective basis. See Note 1 “Summary of Significant Accounting Policies” within this Item 1 of this Quarterly Report for information on the Company’s accounting policy for loan modifications to borrowers experiencing financial difficulty and how the Company defines TLMs.

As of March 31, 2023, the Company had TLMs with an amortized cost basis of $20.5 million with an estimated $296,000 of allowance for those loans. As of March 31, 2023, unfunded commitments on loans modified and designated as TLMs since January 1, 2023 totaled $4.4 million. For the three months ended March 31, 2023, the change in the recorded investment in TLMs due to modifications was not significant.

The following table shows by class and modification type, the amortized cost basis of TLMs as of March 31, 2023 since January 1, 2023 (dollars in thousands):

As of March 31, 2023

 

    

Amortized Cost

% of Total Class of Financing Receivable

 

Term Extension

 

Construction and Land Development

$

1,344

0.11

%

Commercial Real Estate - Non-Owner Occupied

18,792

0.47

%

Residential 1-4 Family - Consumer

168

0.02

%

Total Term Extension

$

20,304

Combination - Term Extension and Interest Rate Reduction

Residential 1-4 Family - Consumer

$

237

0.02

%

Total Combination - Term Extension and Interest Rate Reduction

$

237

Total

$

20,541

The following table describes the financial effects of TLMs on a weighted average basis for TLMs within that loan type for the quarter ended March 31, 2023:

Term Extension

Loan Type

Financial Effect

Construction and Land Development

Added a weighted-average 0.5 years to the life of loans.

Commercial Real Estate - Non-Owner Occupied

Added a weighted-average 0.5 years to the life of loans.

Residential 1-4 Family - Consumer

Added a weighted-average 18.2 years to the life of loans.

Combination - Term Extension and Interest Rate Reduction

Loan Type

Financial Effect

Residential 1-4 Family - Consumer

Added a weighted-average 20.7 years to the life of loans and changed interest rate from variable to fixed rates, which reduced the weighted average contractual interest rate from 7.5% to 7.4%.

The Company considers a default of a TLM to occur when the borrower is 90 days past due following the modification or a foreclosure and repossession of the applicable collateral occurs. During the three months ended March 31, 2023, the Company did not have any significant loans either individually or in the aggregate that went into default that have been modified and designated as TLMs.

The Company monitors the performance of TLMs in order to determine the effectiveness of the modifications. As of March 31, 2023, no loans that have been modified and designated as TLMs are past due.

-19-

Table of Contents

Allowance for Loan and Lease Losses

ALLL on the loan portfolio is a material estimate for the Company. The Company estimates its ALLL on its loan portfolio on a quarterly basis. The Company models the ALLL using two primary segments, Commercial and Consumer. Each loan segment is further disaggregated into classes based on similar risk characteristics. The Company has identified the following classes within each loan segment:

CommercialCommercial:: Construction and Land Development, Commercial Real Estate – Owner Occupied, Commercial Real Estate – Non-Owner Occupied, Multifamily Real Estate, Commercial & Industrial, Residential 1-4 Family – Commercial, and Other Commercial
ConsumerConsumer:: Residential 1-4 Family – Consumer, Residential 1-4 Family – Revolving, Auto, and Consumer

The following tables show the ALLL activity by loan segment for the three and six months ended June 30,March 31, 2023 and 2022 and 2021 (dollars in thousands):

Three Months Ended June 30, 2022

Six Months Ended June 30, 2022

Three Months Ended March 31, 2023

Three Months Ended March 31, 2022

Commercial

Consumer

Total

    

Commercial

Consumer

Total

Commercial

Consumer

Total

    

Commercial

Consumer

Total

Balance at beginning of period

$

79,771

$

22,820

$

102,591

$

77,902

$

21,885

$

99,787

$

82,753

$

28,015

$

110,768

$

77,902

$

21,885

$

99,787

Loans charged-off

 

(1,007)

 

(950)

 

(1,957)

 

 

(1,766)

 

(1,700)

 

(3,466)

 

(5,007)

 

(719)

 

(5,726)

 

 

(759)

 

(750)

 

(1,509)

Recoveries credited to allowance

 

392

 

626

 

1,018

 

1,118

 

1,413

 

2,531

 

515

 

652

 

1,167

 

726

 

787

 

1,513

Provision charged to operations

 

(1,743)

 

4,275

 

2,532

 

 

159

 

5,173

 

5,332

 

9,825

 

478

 

10,303

 

 

1,902

 

898

 

2,800

Balance at end of period

$

77,413

$

26,771

$

104,184

 

$

77,413

$

26,771

$

104,184

$

88,086

$

28,426

$

116,512

 

$

79,771

$

22,820

$

102,591

Three Months Ended June 30, 2021

Six Months Ended June 30, 2021

Commercial

Consumer

Total

    

Commercial

Consumer

Total

Balance at beginning of period

$

106,432

$

36,479

$

142,911

 

$

117,403

$

43,137

$

160,540

Loans charged-off

 

(891)

 

(1,054)

 

(1,945)

 

 

(2,865)

 

(2,721)

 

(5,586)

Recoveries credited to allowance

 

1,042

 

834

 

1,876

 

 

2,648

 

1,697

 

4,345

Provision charged to operations

 

(16,746)

 

(7,835)

 

(24,581)

 

 

(27,349)

 

(13,689)

 

(41,038)

Balance at end of period

$

89,837

$

28,424

$

118,261

$

89,837

$

28,424

$

118,261

The increase in net charge offs at March 31, 2023 compared to March 31, 2022 is primarily due to charge-offs associated with two commercial loans.

-19--20-

Table of Contents

Credit Quality Indicators

Credit quality indicators are utilized to help estimate the collectability of each loan class within the Commercial and Consumer loan segments. For classes of loans within the Commercial segment, theThe Company’s primary credit quality indicator used for evaluating credit quality and estimating the ALLLCommercial segment is risk rating categories of Pass, Watch, Special Mention, Substandard, and Doubtful. For classes of loans within the Consumer segment, theThe primary credit quality indicator used for evaluating credit quality and estimating the ALLLConsumer segment is delinquency bands of Current, 30-59, 60-89, 90+, and Nonaccrual. While other credit quality indicators are evaluatedSee Note 3 “Loans and analyzed as part ofAllowance for Loan and Lease Losses” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2022 Form 10-K for additional information on the Company’s policies for further information on the Company’s credit risk management activities, these indicators are primarily used in estimating the ALLL. The Company evaluates the credit risk of its loan portfolio on at least a quarterly basis.quality indicators.

Commercial Loans

The Company uses a risk rating system astable below details the primary credit quality indicator foramortized cost and gross writeoffs of the classes of loans within the Commercial segment. The risk rating system on a scale of 0 through 9 is used to determinesegment by risk level and year of origination as usedof March 31, 2023 (dollars in the calculation of the ACL. The risk levels, as described below, do not necessarily follow the regulatory definitions of risk levels with the same name. A general description of the characteristics of the risk levels follows:

Pass is determined by the following criteria:

Risk rated 0 loans have little or no risk and are with General Obligation Municipal Borrowers;
Risk rated 1 loans have little or no risk and are generally secured by cash or cash equivalents;
Risk rated 2 loans have minimal risk to well qualified borrowers and no significant questions as to safety;
Risk rated 3 loans are satisfactory loans with strong borrowers and secondary sources of repayment;
Risk rated 4 loans are satisfactory loans with borrowers not as strong as risk rated 3 loans and may exhibit a greater degree of financial risk based on the type of business supporting the loan.

Watch is determined by the following criteria:

Risk rated 5 loans are watch loans that warrant more than the normal level of supervision and have the possibility of an event occurring that may weaken the borrower’s ability to repay;

Special Mention is determined by the following criteria:

Risk rated 6 loans have increasing potential weaknesses beyond those at which the loan originally was granted and if not addressed could lead to inadequately protecting the Company’s credit position.

Substandard is determined by the following criteria:

Risk rated 7 loans are substandard loans and are inadequately protected by the current sound worth or paying capacity of the obligor or the collateral pledged; these have well defined weaknesses that jeopardize the liquidation of the debt with the distinct possibility the Company will sustain some loss if the deficiencies are not corrected.

Doubtful is determined by the following criteria:

Risk rated 8 loans are doubtful of collection and the possibility of loss is high but pending specific borrower plans for recovery, its classification as a loss is deferred until its more exact status is determined;
Risk rated 9 loans are loss loans which are considered uncollectable and of such little value that their continuance as bankable assets is not warranted.

thousands):

-20--21-

Table of Contents

March 31, 2023

Term Loans Amortized Cost Basis by Origination Year

2023

2022

2021

2020

2019

Prior

Revolving Loans

Total

Construction and Land Development

Pass

$

56,060

$

431,758

$

461,280

$

93,920

$

17,082

$

52,347

$

33,793

$

1,146,240

Watch

277

21,347

325

1,025

22,974

Special Mention

3,029

628

1,350

149

5,156

Substandard

1,249

2,605

39

209

1,400

5,502

Total Construction and Land Development

$

56,060

$

436,313

$

485,860

$

93,959

$

17,616

$

56,122

$

33,942

$

1,179,872

Current period gross writeoff

$

$

$

$

$

$

(10)

$

$

(10)

Commercial Real Estate - Owner Occupied

Pass

$

21,667

$

248,670

$

206,053

$

252,784

$

277,820

$

829,793

$

25,356

$

1,862,143

Watch

1,050

624

3,377

8,201

37,841

892

51,985

Special Mention

255

469

434

9,145

546

10,849

Substandard

226

2,565

4,259

24,558

31,608

Total Commercial Real Estate - Owner Occupied

$

21,893

$

249,720

$

209,497

$

256,630

$

290,714

$

901,337

$

26,794

$

1,956,585

Current period gross writeoff

$

$

$

$

$

$

$

$

Commercial Real Estate - Non-Owner Occupied

Pass

$

57,700

$

506,109

$

668,543

$

381,043

$

515,413

$

1,647,468

$

37,429

$

3,813,705

Watch

12,234

6,464

74,783

8

93,489

Special Mention

2,151

19,369

9,294

30,814

Substandard

231

6,005

23,841

30,077

Total Commercial Real Estate - Non-Owner Occupied

$

57,700

$

506,340

$

670,694

$

393,277

$

547,251

$

1,755,386

$

37,437

$

3,968,085

Current period gross writeoff

$

$

$

$

$

$

(2,941)

$

$

(2,941)

Commercial & Industrial

Pass

$

213,690

$

825,599

$

508,969

$

240,528

$

150,660

$

187,067

$

824,112

$

2,950,625

Watch

810

586

13,416

23,323

4,212

11,927

54,274

Special Mention

432

212

6,921

1,346

1,662

45,138

55,711

Substandard

135

490

111

3,266

3,988

13,878

21,868

Total Commercial & Industrial

$

213,690

$

826,976

$

510,257

$

260,976

$

178,595

$

196,929

$

895,055

$

3,082,478

Current period gross writeoff

$

$

$

$

$

$

$

(1,281)

$

(1,281)

Multifamily Real Estate

Pass

$

1,193

$

116,785

$

110,179

$

203,176

$

46,976

$

278,186

$

60,282

$

816,777

Watch

348

1,000

1,348

Special Mention

3,795

86

3,881

Total Multifamily Real Estate

$

1,193

$

116,785

$

110,179

$

203,176

$

51,119

$

279,272

$

60,282

$

822,006

Current period gross writeoff

$

$

$

$

$

$

$

$

Residential 1-4 Family - Commercial

Pass

$

6,078

$

55,830

$

86,098

$

75,639

$

49,757

$

230,887

$

616

$

504,905

Watch

50

533

840

7,305

112

8,840

Special Mention

2,503

2,503

Substandard

627

1,585

632

3,369

299

6,512

Total Residential 1-4 Family - Commercial

$

6,128

$

55,830

$

86,725

$

77,757

$

51,229

$

244,064

$

1,027

$

522,760

Current period gross writeoff

$

$

$

$

$

$

$

$

Other Commercial

Pass

$

1,965

$

195,697

$

197,300

$

140,029

$

120,288

$

69,752

$

8,385

$

733,416

Watch

102

4,995

8

3,857

8,962

Substandard

66

66

Total Other Commercial

$

2,067

$

200,692

$

197,300

$

140,029

$

120,296

$

73,609

$

8,451

$

742,444

Current period gross writeoff

$

$

$

$

$

$

(775)

$

$

(775)

Total Commercial

Pass

$

358,353

$

2,380,448

$

2,238,422

$

1,387,119

$

1,177,996

$

3,295,500

$

989,973

$

11,827,811

Watch

152

7,132

22,557

29,560

39,509

130,023

12,939

241,872

Special Mention

3,461

3,246

7,390

24,944

24,040

45,833

108,914

Substandard

226

1,615

6,287

1,735

14,371

57,156

14,243

95,633

Total Commercial

$

358,731

$

2,392,656

$

2,270,512

$

1,425,804

$

1,256,820

$

3,506,719

$

1,062,988

$

12,274,230

Total current period gross writeoff

$

$

$

$

$

$

(3,726)

$

(1,281)

$

(5,007)

-22-

Table of Contents

The table below details the amortized cost of the classes of loans within the Commercial segment by risk level and year of origination as of June 30,December 31, 2022 (dollars in thousands):

June 30, 2022

Term Loans Amortized Cost Basis by Origination Year

2022

2021

2020

2019

2018

Prior

Revolving Loans

Total

Construction and Land Development

Pass

$

156,570

$

471,758

$

195,617

$

36,189

$

33,898

$

44,691

$

21,766

$

960,489

Watch

0

674

0

11,532

395

2,263

0

14,864

Special Mention

525

2,423

280

0

0

714

0

3,942

Substandard

1,252

2,841

41

215

1,367

3,368

0

9,084

Total Construction and Land Development

$

158,347

$

477,696

$

195,938

$

47,936

$

35,660

$

51,036

$

21,766

$

988,379

Commercial Real Estate - Owner Occupied

Pass

$

129,426

$

208,347

$

272,284

$

296,721

$

239,188

$

691,413

$

23,338

$

1,860,717

Watch

1,078

180

2,213

9,010

12,733

43,770

850

69,834

Special Mention

645

0

275

5,862

923

8,717

46

16,468

Substandard

0

200

0

2,096

1,629

14,159

599

18,683

Total Commercial Real Estate - Owner Occupied

$

131,149

$

208,727

$

274,772

$

313,689

$

254,473

$

758,059

$

24,833

$

1,965,702

Commercial Real Estate - Non-Owner Occupied

Pass

$

238,369

$

662,586

$

396,206

$

491,364

$

384,359

$

1,437,218

$

46,811

$

3,656,913

Watch

0

2,151

826

31,352

22,785

36,046

11

93,171

Special Mention

545

0

10,541

13,172

20,652

9,326

0

54,236

Substandard

0

0

0

22,979

19,084

14,284

152

56,499

Total Commercial Real Estate - Non-Owner Occupied

$

238,914

$

664,737

$

407,573

$

558,867

$

446,880

$

1,496,874

$

46,974

$

3,860,819

Commercial & Industrial

Pass

$

326,629

$

600,456

$

341,948

$

202,253

$

98,356

$

156,743

$

767,050

$

2,493,435

Watch

1,279

1,101

16,474

1,679

13,438

3,222

25,714

62,907

Special Mention

0

190

1,250

6,748

392

802

4,216

13,598

Substandard

0

565

217

4,210

14,958

1,827

4,174

25,951

Total Commercial & Industrial

$

327,908

$

602,312

$

359,889

$

214,890

$

127,144

$

162,594

$

801,154

$

2,595,891

Multifamily Real Estate

Pass

$

49,869

$

79,460

$

208,827

$

75,029

$

77,680

$

265,181

$

2,297

$

758,343

Watch

0

0

0

355

450

429

0

1,234

Special Mention

0

0

2,223

613

0

89

0

2,925

Total Multifamily Real Estate

$

49,869

$

79,460

$

211,050

$

75,997

$

78,130

$

265,699

$

2,297

$

762,502

Residential 1-4 Family - Commercial

Pass

$

27,352

$

103,370

$

82,187

$

56,185

$

39,218

$

216,212

$

1,105

$

525,629

Watch

0

0

625

870

3,002

5,947

115

10,559

Special Mention

0

0

1,495

0

4,807

3,629

0

9,931

Substandard

0

91

0

2,764

482

4,016

299

7,652

Total Residential 1-4 Family - Commercial

$

27,352

$

103,461

$

84,307

$

59,819

$

47,509

$

229,804

$

1,519

$

553,771

Other Commercial

Pass

$

152,527

$

218,874

$

162,699

$

119,323

$

3,745

$

75,548

$

35,913

$

768,629

Watch

0

0

0

0

558

5,235

0

5,793

Substandard

0

0

0

0

0

234

95

329

Total Other Commercial

$

152,527

$

218,874

$

162,699

$

119,323

$

4,303

$

81,017

$

36,008

$

774,751

Total Commercial

Pass

$

1,080,742

$

2,344,851

$

1,659,768

$

1,277,064

$

876,444

$

2,887,006

$

898,280

$

11,024,155

Watch

2,357

4,106

20,138

54,798

53,361

96,912

26,690

258,362

Special Mention

1,715

2,613

16,064

26,395

26,774

23,277

4,262

101,100

Substandard

1,252

3,697

258

32,264

37,520

37,888

5,319

118,198

Total Commercial

$

1,086,066

$

2,355,267

$

1,696,228

$

1,390,521

$

994,099

$

3,045,083

$

934,551

$

11,501,815

December 31, 2022

Term Loans Amortized Cost Basis by Origination Year

2022

2021

2020

2019

2018

Prior

Revolving Loans

Total

Construction and Land Development

Pass

$

357,688

$

499,738

$

107,559

$

17,191

$

33,801

$

36,335

$

34,345

$

1,086,657

Watch

242

1,637

115

1,669

3,663

Special Mention

2,843

411

93

3,347

Substandard

1,254

3,148

40

211

1,345

1,595

7,593

Total Construction and Land Development

$

362,027

$

504,934

$

107,599

$

17,402

$

35,261

$

39,692

$

34,345

$

1,101,260

Commercial Real Estate - Owner Occupied

Pass

$

258,953

$

215,414

$

257,740

$

282,110

$

228,410

$

624,238

$

17,190

$

1,884,055

Watch

1,060

176

2,437

9,567

9,736

31,331

916

55,223

Special Mention

256

93

1,332

18,766

132

20,579

Substandard

2,565

474

4,728

1,591

12,979

414

22,751

Total Commercial Real Estate - Owner Occupied

$

260,013

$

218,411

$

260,651

$

296,498

$

241,069

$

687,314

$

18,652

$

1,982,608

Commercial Real Estate - Non-Owner Occupied

Pass

$

496,079

$

661,977

$

385,084

$

517,834

$

373,126

$

1,389,507

$

34,804

$

3,858,411

Watch

2,151

2,091

11,915

19,550

20,683

2

56,392

Special Mention

232

25,578

702

7,381

33,893

Substandard

10,460

3,083

29,012

4,879

47,434

Total Commercial Real Estate - Non-Owner Occupied

$

496,311

$

664,128

$

397,635

$

558,410

$

422,390

$

1,422,450

$

34,806

$

3,996,130

Commercial & Industrial

Pass

$

849,547

$

536,982

$

262,093

$

182,263

$

67,648

$

120,326

$

846,059

$

2,864,918

Watch

1,399

1,305

18,682

5,039

12,843

1,984

41,836

83,088

Special Mention

222

393

2,145

354

1,773

12,380

17,267

Substandard

94

513

112

2,911

1,449

1,339

11,658

18,076

Total Commercial & Industrial

$

851,040

$

539,022

$

281,280

$

192,358

$

82,294

$

125,422

$

911,933

$

2,983,349

Multifamily Real Estate

Pass

$

111,798

$

90,952

$

204,159

$

47,240

$

59,883

$

231,745

$

52,025

$

797,802

Watch

350

442

416

1,208

Special Mention

3,826

87

3,913

Total Multifamily Real Estate

$

111,798

$

90,952

$

204,159

$

51,416

$

60,325

$

232,248

$

52,025

$

802,923

Residential 1-4 Family - Commercial

Pass

$

58,534

$

86,881

$

77,110

$

50,721

$

38,090

$

199,783

$

803

$

511,922

Watch

500

539

852

1,532

5,378

113

8,914

Special Mention

94

7,771

582

2,630

11,077

Substandard

632

1,400

463

473

2,883

299

6,150

Total Residential 1-4 Family - Commercial

$

59,034

$

87,513

$

79,143

$

59,807

$

40,677

$

210,674

$

1,215

$

538,063

Other Commercial

Pass

$

197,454

$

211,438

$

149,567

$

119,795

$

3,522

$

69,243

$

14,177

$

765,196

Watch

5,095

12

3,435

8,542

Substandard

91

91

Total Other Commercial

$

202,549

$

211,438

$

149,567

$

119,807

$

3,522

$

72,678

$

14,268

$

773,829

Total Commercial

Pass

$

2,330,053

$

2,303,382

$

1,443,312

$

1,217,154

$

804,480

$

2,671,177

$

999,403

$

11,768,961

Watch

8,296

5,269

23,749

27,735

44,218

64,896

42,867

217,030

Special Mention

3,075

889

487

39,413

2,970

30,730

12,512

90,076

Substandard

1,348

6,858

12,486

11,396

33,870

23,675

12,462

102,095

Total Commercial

$

2,342,772

$

2,316,398

$

1,480,034

$

1,295,698

$

885,538

$

2,790,478

$

1,067,244

$

12,178,162

-21--23-

Table of Contents

The table below details the amortized cost of the classes of loans within the Commercial segment by risk level and year of origination as of December 31, 2021 (dollars in thousands):

December 31, 2021

Term Loans Amortized Cost Basis by Origination Year

2021

2020

2019

2018

2017

Prior

Revolving Loans

Total

Construction and Land Development

Pass

$

430,764

$

218,672

$

39,937

$

40,128

$

11,299

$

50,908

$

22,996

$

814,704

Watch

395

185

12,923

129

349

4,026

0

18,007

Special Mention

0

0

0

0

0

735

0

735

Substandard

3,541

1

221

19,264

198

5,565

0

28,790

Total Construction and Land Development

$

434,700

$

218,858

$

53,081

$

59,521

$

11,846

$

61,234

$

22,996

$

862,236

Commercial Real Estate - Owner Occupied

Pass

$

222,079

$

279,165

$

321,503

$

263,422

$

179,994

$

555,540

$

19,705

$

1,841,408

Watch

185

18

7,959

10,875

14,648

57,466

702

91,853

Special Mention

0

932

11,826

610

1,052

19,480

507

34,407

Substandard

200

153

7,455

2,538

1,935

14,834

626

27,741

Total Commercial Real Estate - Owner Occupied

$

222,464

$

280,268

$

348,743

$

277,445

$

197,629

$

647,320

$

21,540

$

1,995,409

Commercial Real Estate - Non-Owner Occupied

Pass

$

642,386

$

421,063

$

520,035

$

377,176

$

374,949

$

1,102,193

$

36,568

$

3,474,370

Watch

2,152

841

35,721

39,356

18,242

101,797

14

198,123

Special Mention

0

10,609

25,691

20,119

12,741

4,775

0

73,935

Substandard

0

0

23,376

11,369

0

7,952

252

42,949

Total Commercial Real Estate - Non-Owner Occupied

$

644,538

$

432,513

$

604,823

$

448,020

$

405,932

$

1,216,717

$

36,834

$

3,789,377

Commercial & Industrial

Pass

$

770,662

$

450,478

$

287,926

$

110,710

$

38,395

$

170,857

$

619,583

$

2,448,611

Watch

1,233

9,641

2,766

31,635

1,370

4,405

17,220

68,270

Special Mention

206

935

8,477

1,023

564

561

3,249

15,015

Substandard

379

575

3,636

1,965

463

1,639

1,690

10,347

Total Commercial & Industrial

$

772,480

$

461,629

$

302,805

$

145,333

$

40,792

$

177,462

$

641,742

$

2,542,243

Multifamily Real Estate

Pass

$

63,431

$

187,616

$

108,402

$

114,077

$

66,562

$

228,013

$

1,548

$

769,649

Watch

0

0

359

459

0

522

0

1,340

Special Mention

44

2,248

624

4,517

0

91

0

7,524

Substandard

0

0

0

0

0

113

0

113

Total Multifamily Real Estate

$

63,475

$

189,864

$

109,385

$

119,053

$

66,562

$

228,739

$

1,548

$

778,626

Residential 1-4 Family - Commercial

Pass

$

108,259

$

94,184

$

65,682

$

46,267

$

55,995

$

196,052

$

550

$

566,989

Watch

0

2,041

4,887

7,483

2,415

7,573

311

24,710

Special Mention

0

96

0

436

391

4,126

0

5,049

Substandard

93

0

3,494

536

1,291

4,876

299

10,589

Total Residential 1-4 Family - Commercial

$

108,352

$

96,321

$

74,063

$

54,722

$

60,092

$

212,627

$

1,160

$

607,337

Other Commercial

Pass

$

226,595

$

167,497

$

98,848

$

5,620

$

25,723

$

44,114

$

30,445

$

598,842

Watch

0

0

0

581

1,246

4,341

0

6,168

Special Mention

0

0

0

0

2

0

0

2

Substandard

0

0

0

0

0

239

0

239

Total Other Commercial

$

226,595

$

167,497

$

98,848

$

6,201

$

26,971

$

48,694

$

30,445

$

605,251

Total Commercial

Pass

$

2,464,176

$

1,818,675

$

1,442,333

$

957,400

$

752,917

$

2,347,677

$

731,395

$

10,514,573

Watch

3,965

12,726

64,615

90,518

38,270

180,130

18,247

408,471

Special Mention

250

14,820

46,618

26,705

14,750

29,768

3,756

136,667

Substandard

4,213

729

38,182

35,672

3,887

35,218

2,867

120,768

Total Commercial

$

2,472,604

$

1,846,950

$

1,591,748

$

1,110,295

$

809,824

$

2,592,793

$

756,265

$

11,180,479

-22-

Table of Contents

Consumer Loans

For Consumer loans, the Company evaluates credit quality based on the delinquency status of the loan. The following table details the amortized cost of the classes of loans within the Consumer segment based on their delinquency status and year of origination as of June 30, 2022March 31, 2023 (dollars in thousands):

June 30, 2022

March 31, 2023

Term Loans Amortized Cost Basis by Origination Year

Term Loans Amortized Cost Basis by Origination Year

2022

2021

2020

2019

2018

Prior

Revolving Loans

Total

2023

2022

2021

2020

2019

Prior

Revolving Loans

Total

Residential 1-4 Family - Consumer

Current

$

124,295

$

246,560

$

165,049

$

39,693

$

24,195

$

249,933

$

13

$

849,738

$

32,610

$

221,919

$

268,051

$

158,016

$

34,748

$

236,018

$

13

$

951,375

30-59 Days Past Due

0

0

0

65

152

377

0

594

648

1,730

2,532

127

6,542

11,579

60-89 Days Past Due

0

0

0

40

225

1,381

0

1,646

63

95

158

90+ Days Past Due

0

0

0

45

0

1,067

0

1,112

859

859

Nonaccrual

0

436

0

270

854

10,524

0

12,084

585

306

9,649

10,540

Total Residential 1-4 Family - Consumer

$

124,295

$

246,996

$

165,049

$

40,113

$

25,426

$

263,282

$

13

$

865,174

$

32,610

$

222,567

$

270,366

$

160,548

$

35,244

$

253,163

$

13

$

974,511

Current period gross writeoff

$

$

$

$

$

$

(29)

$

$

(29)

Residential 1-4 Family - Revolving

Current

$

52,236

$

15,442

$

6,011

$

1,762

$

851

$

480

$

500,126

$

576,908

$

10,726

$

63,001

$

13,036

$

4,837

$

1,451

$

1,223

$

487,849

$

582,123

30-59 Days Past Due

0

0

0

0

0

0

1,368

1,368

14

1,370

1,384

60-89 Days Past Due

0

0

0

0

0

0

731

731

138

931

1,069

90+ Days Past Due

0

0

0

0

0

0

997

997

29

1,737

1,766

Nonaccrual

0

0

60

0

16

0

2,993

3,069

87

149

54

3,159

3,449

Total Residential 1-4 Family - Revolving

$

52,236

$

15,442

$

6,071

$

1,762

$

867

$

480

$

506,215

$

583,073

$

10,726

$

63,240

$

13,185

$

4,891

$

1,451

$

1,252

$

495,046

$

589,791

Current period gross writeoff

$

$

$

$

$

$

$

$

Auto

Current

$

146,027

$

183,137

$

100,055

$

57,027

$

22,705

$

13,883

$

0

$

522,834

$

54,750

$

270,291

$

142,237

$

73,589

$

38,687

$

18,299

$

$

597,853

30-59 Days Past Due

189

631

267

339

176

239

0

1,841

624

595

356

274

177

2,026

60-89 Days Past Due

24

54

55

53

0

27

0

213

86

103

80

4

22

295

90+ Days Past Due

26

10

54

41

0

3

0

134

94

33

5

5

137

Nonaccrual

0

32

92

93

21

41

0

279

98

72

81

94

2

347

Total Auto

$

146,266

$

183,864

$

100,523

$

57,553

$

22,902

$

14,193

$

0

$

525,301

$

54,750

$

271,193

$

143,040

$

74,111

$

39,064

$

18,500

$

$

600,658

Current period gross writeoff

$

$

(135)

$

(32)

$

(69)

$

(49)

$

(32)

$

$

(317)

Consumer

Current

$

31,089

$

19,340

$

13,178

$

30,036

$

22,274

$

23,930

$

39,547

$

179,394

$

5,082

$

32,914

$

14,495

$

10,178

$

21,327

$

31,412

$

29,068

$

144,476

30-59 Days Past Due

6

3

48

107

115

56

26

361

76

42

10

58

101

8

295

60-89 Days Past Due

52

0

13

70

70

5

0

210

35

31

5

67

36

2

176

90+ Days Past Due

0

45

1

1

31

0

1

79

49

40

17

20

8

3

137

Nonaccrual

0

0

0

0

0

1

0

1

3

3

6

Total Consumer

$

31,147

$

19,388

$

13,240

$

30,214

$

22,490

$

23,992

$

39,574

$

180,045

$

5,082

$

33,074

$

14,611

$

10,210

$

21,475

$

31,557

$

29,081

$

145,090

Current period gross writeoff

$

$

$

(22)

$

(182)

$

(12)

$

(117)

$

(40)

$

(373)

Total Consumer

Current

$

353,647

$

464,479

$

284,293

$

128,518

$

70,025

$

288,226

$

539,686

$

2,128,874

$

103,168

$

588,125

$

437,819

$

246,620

$

96,213

$

286,952

$

516,930

$

2,275,827

30-59 Days Past Due

195

634

315

511

443

672

1,394

4,164

1,362

2,367

2,898

459

6,820

1,378

15,284

60-89 Days Past Due

76

54

68

163

295

1,413

731

2,800

259

134

85

134

153

933

1,698

90+ Days Past Due

26

55

55

87

31

1,070

998

2,322

143

73

22

25

896

1,740

2,899

Nonaccrual

0

468

152

363

891

10,566

2,993

15,433

185

809

135

403

9,651

3,159

14,342

Total Consumer

$

353,944

$

465,690

$

284,883

$

129,642

$

71,685

$

301,947

$

545,802

$

2,153,593

$

103,168

$

590,074

$

441,202

$

249,760

$

97,234

$

304,472

$

524,140

$

2,310,050

Total current period gross writeoff

$

$

(135)

$

(54)

$

(251)

$

(61)

$

(178)

$

(40)

$

(719)

The Company did not have any material revolving loans convert to term during the six months ended June 30, 2022.

-23--24-

Table of Contents

The following table details the amortized cost of the classes of loans within the Consumer segment based on their delinquency status and year of origination as of December 31, 20212022 (dollars in thousands):

December 31, 2021

December 31, 2022

Term Loans Amortized Cost Basis by Origination Year

Term Loans Amortized Cost Basis by Origination Year

2021

2020

2019

2018

2017

Prior

Revolving Loans

Total

2022

2021

2020

2019

2018

Prior

Revolving Loans

Total

Residential 1-4 Family - Consumer

Current

$

248,904

$

174,459

$

47,905

$

33,809

$

44,179

$

246,554

$

11

$

795,821

$

212,697

$

263,734

$

162,826

$

36,197

$

22,629

$

221,738

$

12

$

919,833

30-59 Days Past Due

0

157

143

807

460

1,801

0

3,368

174

2,169

89

46

220

3,253

5,951

60-89 Days Past Due

0

0

0

624

107

2,194

0

2,925

413

1,277

1,690

90+ Days Past Due

0

0

46

20

304

2,643

0

3,013

64

1,891

1,955

Nonaccrual

444

0

117

884

1,330

8,622

0

11,397

423

307

940

9,176

10,846

Total Residential 1-4 Family - Consumer

$

249,348

$

174,616

$

48,211

$

36,144

$

46,380

$

261,814

$

11

$

816,524

$

212,871

$

266,326

$

162,915

$

36,614

$

24,202

$

237,335

$

12

$

940,275

Residential 1-4 Family - Revolving

Current

$

16,546

$

9,511

$

2,230

$

1,056

$

0

$

484

$

524,825

$

554,652

$

68,434

$

13,810

$

4,997

$

1,672

$

801

$

476

$

487,803

$

577,993

30-59 Days Past Due

0

0

0

0

0

0

1,493

1,493

90

1,753

1,843

60-89 Days Past Due

0

0

0

0

0

0

363

363

511

511

90+ Days Past Due

0

0

0

0

0

0

882

882

1,384

1,384

Nonaccrual

0

63

0

18

0

0

3,325

3,406

149

57

13

3,234

3,453

Total Residential 1-4 Family - Revolving

$

16,546

$

9,574

$

2,230

$

1,074

$

0

$

484

$

530,888

$

560,796

$

68,524

$

13,959

$

5,054

$

1,672

$

814

$

476

$

494,685

$

585,184

Auto

Current

$

207,229

$

123,848

$

72,427

$

31,745

$

16,020

$

7,204

$

0

$

458,473

$

285,036

$

154,904

$

81,710

$

44,086

$

15,974

$

7,525

$

$

589,235

30-59 Days Past Due

299

382

518

259

245

163

0

1,866

808

772

451

456

134

126

2,747

60-89 Days Past Due

45

29

95

33

36

11

0

249

65

129

146

76

30

4

450

90+ Days Past Due

55

101

42

20

23

0

0

241

169

111

32

12

20

344

Nonaccrual

0

81

55

27

27

33

0

223

113

18

62

2

5

200

Total Auto

$

207,628

$

124,441

$

73,137

$

32,084

$

16,351

$

7,411

$

0

$

461,052

$

286,078

$

155,918

$

82,436

$

44,712

$

16,152

$

7,680

$

$

592,976

Consumer

Current

$

25,084

$

16,059

$

38,594

$

30,890

$

12,853

$

16,929

$

35,534

$

175,943

$

36,513

$

15,897

$

11,019

$

23,838

$

16,084

$

19,070

$

29,537

$

151,958

30-59 Days Past Due

31

94

201

186

63

26

88

689

61

27

36

113

34

61

19

351

60-89 Days Past Due

11

13

62

60

34

0

6

186

43

17

10

11

14

21

9

125

90+ Days Past Due

1

4

33

72

8

0

2

120

22

9

12

32

33

108

Nonaccrual

0

0

0

0

0

54

0

54

3

3

Total Consumer

$

25,127

$

16,170

$

38,890

$

31,208

$

12,958

$

17,009

$

35,630

$

176,992

$

36,639

$

15,944

$

11,074

$

23,974

$

16,164

$

19,152

$

29,598

$

152,545

Total Consumer

Current

$

497,763

$

323,877

$

161,156

$

97,500

$

73,052

$

271,171

$

560,370

$

1,984,889

$

602,680

$

448,345

$

260,552

$

105,793

$

55,488

$

248,809

$

517,352

$

2,239,019

30-59 Days Past Due

330

633

862

1,252

768

1,990

1,581

7,416

1,133

2,968

576

615

388

3,440

1,772

10,892

60-89 Days Past Due

56

42

157

717

177

2,205

369

3,723

108

146

156

87

457

1,302

520

2,776

90+ Days Past Due

56

105

121

112

335

2,643

884

4,256

191

120

108

44

1,911

1,417

3,791

Nonaccrual

444

144

172

929

1,357

8,709

3,325

15,080

688

75

369

955

9,181

3,234

14,502

Total Consumer

$

498,649

$

324,801

$

162,468

$

100,510

$

75,689

$

286,718

$

566,529

$

2,015,364

$

604,112

$

452,147

$

261,479

$

106,972

$

57,332

$

264,643

$

524,295

$

2,270,980

The Company did not have any materialsignificant revolving loans convert to term during the three months ended March 31, 2023 or the year ended December 31, 2021.2022.

-24--25-

Table of Contents

Prior to the adoption of ASU 2022-02

Troubled Debt Restructurings

As of December 31, 2022, the Company had TDRs totaling $14.2 million with an estimated $739,000 of allowance for those loans. TDRs that occurred during the quarter ended March 31, 2022 were not significant.

A TDR occurs when a lender, for economic or legal reasons, grants a concession to the borrower related to the borrower’s financial difficulties, that it would not otherwise consider. All loans that are considered to be TDRs are evaluated for credit losses in accordance with the Company’s ALLL methodology. For the three months ended March 31, 2022, the recorded investment in TDRs prior to modifications was not materially impacted by the modifications.

The following table provides a summary, by class, of TDRs that continue to accrue interest under the terms of the applicable restructuring agreement, which are considered to be performing, and TDRs that have been placed on nonaccrual status, which are considered to be nonperforming, as of December 31, 2022 (dollars in thousands):

December 31, 2022

    

No. of

    

Recorded

    

Outstanding

Loans

Investment

Commitment

Performing

 

  

 

  

 

  

Construction and Land Development

 

3

$

155

$

Commercial Real Estate - Owner Occupied

 

2

 

997

 

Commercial & Industrial

 

1

 

93

 

Residential 1-4 Family - Consumer

 

83

 

7,761

 

Residential 1-4 Family - Revolving

 

3

 

254

 

5

Consumer

 

1

 

13

 

Total performing

 

93

$

9,273

$

5

Nonperforming

 

  

 

  

 

  

Commercial Real Estate - Owner Occupied

 

1

$

15

$

Commercial Real Estate - Non-Owner Occupied

 

2

233

Commercial & Industrial

 

2

 

375

 

Residential 1-4 Family - Commercial

 

3

 

332

 

Residential 1-4 Family - Consumer

 

23

 

3,869

 

Residential 1-4 Family - Revolving

3

 

93

 

Total nonperforming

 

34

$

4,917

$

Total performing and nonperforming

127

$

14,190

$

5

The Company considers a default of a TDR to occur when the borrower is 90 days past due following the restructure or a foreclosure and repossession of the applicable collateral occurs. During the three months ended March 31, 2022 and the year ended December 31, 2022, the Company did not have any material loans that went into default that had been restructured in the twelve-month period prior to the time of default.

-26-

Table of Contents

4. GOODWILL AND INTANGIBLE ASSETS

The Company’s intangible assets consist of core deposits, goodwill, and other intangibles arising from acquisitions. The Company has determined that core deposit intangibles have finite lives and amortizes them over their estimated useful lives. Core deposit intangibles are being amortized over the period of expected benefit, which ranges from 4four years to 10ten years, using an accelerated method. Other amortizable intangible assets are being amortized over the period of expected benefit, which ranges from 4four years to 10ten years, using various methods. The Company concluded there was no

impairment to the Company’s goodwill or intangible assets as of the balance sheet date. In the normal course of business, the Company routinely monitors the impact of the changes in the financial markets and includes these assessments in the Company’s impairment process.

Effective January 1, 2023, the Company made an organizational change to move certain lines of business in the wealth management division that primarily serve Wholesale Banking customers from the Consumer Banking segment to the Wholesale Banking segment. As a result, the Company re-allocated $9.6 million and $1.6 million of goodwill and intangible assets, respectively, from the Consumer Banking segment to the Wholesale Banking segment. The Company determined that there was 0no impairment to the Bank’s goodwill prior to or after re-allocating goodwill. The Company restated its goodwill orand intangible assets as ofsegment information for the balance sheet date.year ended December 31, 2022 based on this organizational change.

Effective June 30, 2022, the Company, the Bank, and CSP completed the sale of DHFB, which was formerly a subsidiary of the Bank, resulting in a reduction in bothThe following table presents the Company’s goodwill of $10.3 million and intangible assets by operating segment as of $5.7 million.March 31, 2023 and December 31, 2022 (dollars in thousands):

Wholesale Banking

Consumer Banking

Corporate Other

Total

As of March 31, 2023

Goodwill

$

639,180

$

286,031

$

$

925,211

Intangible assets

1,494

69

22,919

24,482

As of December 31, 2022

Goodwill

$

639,180

$

286,031

$

$

925,211

Intangible assets

1,558

75

25,128

26,761

Refer to Note 12 “Segment Reporting and Revenue” for additional information on the Company’s reportable operating segment changes.

Amortization expense of intangibles for the three and six months ended June 30,March 31, 2023 and 2022 and 2021 totaled $2.9$2.3 million and $6.0 million, and $3.6 million and $7.3$3.0 million, respectively.

As of June 30, 2022,March 31, 2023, the estimated remaining amortization expense of intangibles is as follows for the years ending (dollars in thousands):

For the remaining six months of 2022

    

$

4,860

2023

8,518

For the remaining nine months of 2023

$

6,239

2024

6,753

    

6,753

2025

5,154

5,155

2026

3,559

3,559

2027

1,986

Thereafter

2,777

790

Total estimated amortization expense

$

31,621

$

24,482

-25--27-

Table of Contents

5. LEASES

The Company enters into both lessor and lessee arrangements and determines if an arrangement is a lease at inception. As both a lessee and lessor, the Company elected the practical expedient permitted under the transition guidance within the standard to account for lease and non-lease components as a single lease component for all asset classes.

Lessor Arrangements

The Company’s lessor arrangements consist of sales-type and direct financing leases for equipment. Lease payment terms are fixedequipment, including vehicles and are typically payable in monthly installmentsmachinery, with terms ranging from 14 months to 125 months. The lease arrangements may contain renewal options and purchase options that allow the lessee to purchase the leased equipment at the end of the lease term. The leases generally do not contain non-lease components.

At lease inception the Company estimates the expected residual value of the leased property at the end of the lease term by considering both internal and third-party appraisals. In certain cases, the Company obtains lessee-provided residual value guarantees and third-party RVIresidual value insurance to reduce its residual asset risk. At June 30, 2022March 31, 2023 and December 31, 2021,2022, the carrying value of residual assets covered by residual value guarantees and RVIresidual value insurance was $31.8$45.9 million and $23.0$44.3 million, respectively.

The net investment in sales-type and direct financing leases consists of the carrying amount of the lease receivables plus unguaranteed residual assets, net of unearned income and any deferred selling profit on direct financing leases. The lease receivables include the lessor’s right to receive lease payments and the guaranteed residual asset value the lessor expects to derive from the underlying assets at the end of the lease term. The Company’s net investment in sales-type and direct financing leases are included in “Loans held for investment, net of deferred fees and costs” For more information on the Company’s Consolidated Balance Sheets. Lease income is recordedlessor arrangements, refer to Note 1 “Summary of Significant Accounting Policies” in “Interest and fees on loans” on the Company’s Consolidated Statements of Income.2022 Form 10-K.

Total net investment in sales-type and direct financing leases consists of the following (dollars in thousands):

    

June 30, 2022

December 31, 2021

    

March 31, 2023

December 31, 2022

Sales-type and direct financing leases:

Lease receivables, net of unearned income and deferred selling profit

$

244,356

$

199,423

$

257,643

$

266,380

Unguaranteed residual values, net of unearned income and deferred selling
profit

11,414

8,911

15,269

15,159

Total net investment in sales-type and direct financing leases

 

$

255,770

$

208,334

 

$

272,912

$

281,539

Lessee Arrangements

The Company’s lessee arrangements consist of operating and finance leases; however, the majority of the leases have been classified as non-cancellable operating leases and are primarily for real estate leases with remaining lease terms of up to 2423 years. TheFor more information on the Company’s real estate lease agreements do not contain residual value guarantees and most agreements do not contain restrictive covenants. The Company does not have any materiallessee arrangements, whererefer to Note 1 “Summary of Significant Accounting Policies” in the Company is in a sublease contract.Company’s 2022 Form 10-K.

Lessee arrangements with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. The ROU assets and lease liabilities associated with operating and finance leases greater than 12 months are recorded intables below provide information about the Company’s Consolidated Balance Sheets; ROU assets within “Other assets”lessee lease portfolio and other supplemental lease liabilities within “Other liabilities.” ROU assets represent the Company’s right to use an underlying asset over the course of the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The initial measurement of lease liabilities and ROU assets are the same for operating and finance leases. Lease liabilities are recognized at the commencement date based on the present value of the remaining lease payments, discounted using the incremental borrowing rate. As most of the Company’s leases do not provide an implicit rate, the Company uses aninformation (dollars in thousands):

    

March 31, 2023

December 31, 2022

Operating

Finance

Operating

Finance

ROU assets

$

34,520

$

5,358

$

35,729

$

5,588

Lease liabilities

45,897

7,983

47,696

8,288

Lease Term and Discount Rate of Operating leases:

 

Weighted-average remaining lease term (years)

 

6.70

5.83

6.80

6.08

Weighted-average discount rate (1)

 

2.96

%

1.17

%

2.91

%

1.17

%

(1) An incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments. ROU assets are recognizedor at commencement date based on the initial measurement of the lease liability, any lease payments made excluding lease incentives, and any initial direct costs incurred. Most of the Company’s operating leases include one or more options to renew and if the Company is reasonably certain to exercise those options, it would be included in the measurement of the operating ROU assets and lease liabilities.remeasurement date.

Three months ended March 31, 

 

2023

2022

Cash paid for amounts included in measurement of lease liabilities:

Operating Cash Flows from Finance Leases

$

24

$

27

Operating Cash Flows from Operating Leases

2,812

2,891

Financing Cash Flows from Finance Leases

306

294

ROU assets obtained in exchange for lease obligations:

Operating leases

$

852

$

143

-26--28-

Table of Contents

Lease expense for operating lease payments is recognized on a straight-line basis over the lease term and recorded in “Occupancy expenses” on the Company’s Consolidated Statements of Income. Finance lease expenses consist of straight-line amortization expense of the ROU Assets recognized over the lease term and interest expense on the lease liability. Total finance lease expenses for the amortization of the ROU assets are recorded in “Occupancy expenses” on the Company’s Consolidated Statements of Income and interest expense on the finance lease liability is recorded in “Interest on long-term borrowings” on the Company’s Consolidated Statements of Income.

The tables below provide information about the Company’s lessee lease portfolio and other supplemental lease information (dollars in thousands):

    

June 30, 2022

December 31, 2021

Operating

Finance

Operating

Finance

ROU assets

$

32,947

$

6,047

$

40,653

$

6,506

Lease liabilities

45,769

8,888

50,742

9,477

Lease Term and Discount Rate of Operating leases:

 

Weighted-average remaining lease term (years)

 

6.56

6.58

6.75

7.08

Weighted-average discount rate (1)

 

2.60

%

1.17

%

2.57

%

1.17

%

(1)An incremental borrowing rate is used based on information available at commencement date of lease or at remeasurement date

Six months ended June 30, 

 

2022

2021

Cash paid for amounts included in measurement of lease liabilities:

Operating Cash Flows from Finance Leases

$

53

$

60

Operating Cash Flows from Operating Leases

 

5,756

5,988

Financing Cash Flows from Finance Leases

589

566

ROU assets obtained in exchange for lease obligations:

Operating leases

$

424

$

2,164

Three months ended June 30, 

Six months ended June 30, 

Three months ended March 31, 

2022

2021

2022

2021

2023

2022

Net Operating Lease Cost

$

2,230

$

2,532

 

$

4,542

$

5,081

 

$

2,240

$

2,309

Finance Lease Cost:

Amortization of right-of-use assets

230

230

459

459

230

230

Interest on lease liabilities

26

30

 

53

60

 

24

27

Total Lease Cost

$

2,486

$

2,792

$

5,054

$

5,600

$

2,494

$

2,566

The maturities of lessor and lessee arrangements outstanding at June 30, 2022 are presented in the table below (dollars in thousands):

June 30, 2022

March 31, 2023

Lessor

Lessee

Lessor

Lessee

Sales-type and Direct Financing

Operating

Finance

Sales-type and Direct Financing

Operating

Finance

For the remaining six months of 2022

    

$

32,605

$

5,560

$

650

2023

60,499

10,313

1,325

For the remaining nine months of 2023

    

$

49,822

$

8,243

$

996

2024

 

57,677

9,206

1,358

66,025

10,394

1,358

2025

 

43,809

7,055

1,392

 

55,221

8,214

1,392

2026

 

29,998

4,640

1,427

 

43,834

5,711

1,427

2027

 

33,152

4,450

1,462

Thereafter

 

42,578

13,449

3,088

 

38,814

14,129

1,626

Total undiscounted cash flows

 

267,166

50,223

9,240

 

286,868

51,141

8,261

Less: Adjustments (1)

 

22,810

4,454

352

 

29,225

5,244

278

Total (2)

$

244,356

$

45,769

$

8,888

$

257,643

$

45,897

$

7,983

(1) Lessor – unearned income and unearned guaranteed residual value; Lessee – imputed interestinterest.

(2) Represents lease receivables for lessor arrangements and lease liabilities for lessee arrangementsarrangements.

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Table of Contents

6. BORROWINGS

Short-term Borrowings

The Company classifies all borrowings that will mature within a year from the date on which the Company enters into them as short-term borrowings. Total short-term borrowings consist primarily of securities sold under agreements to repurchase, which are secured transactions with customers and generally mature the day following the date sold, advances from the FHLB, federal funds purchased (which are secured overnight borrowings from other financial institutions), and other lines of credit.

Total short-term borrowings consist of the following as of June 30, 2022March 31, 2023 and December 31, 20212022 (dollars in thousands):

    

June 30, 

December 31, 

 

    

March 31,

December 31, 

 

2022

2021

 

2023

2022

 

Securities sold under agreements to repurchase

$

118,658

$

117,870

$

163,760

$

142,837

Federal Funds Purchased

160,000

FHLB Advances

 

290,000

 

0

 

245,000

 

1,016,000

Total short-term borrowings

$

408,658

$

117,870

$

408,760

$

1,318,837

Average outstanding balance during the period

$

241,289

$

113,030

$

724,065

$

302,060

Average interest rate during the period

 

0.48

%  

 

0.10

%

 

4.24

%  

 

1.79

%

Average interest rate at end of period

 

0.90

%  

 

0.07

%

 

4.40

%  

 

3.89

%

The Bank maintains federal funds lines with several correspondent banks,banks; the available balance was $1.0 billion and $997.0 million at June 30, 2022March 31, 2023 and December 31, 20212022, respectively. The Company maintains an alternate line of credit at a correspondent bank; the available balance was $25.0 million at both June 30, 2022March 31, 2023 and December 31, 2021.2022. The Company has certain restrictive covenants related to certain asset quality, capital, and profitability metrics associated with these lines and is in compliance with these covenants as of June 30,March 31, 20222023 and December 31, 2021.2022. Additionally, the Company hadhas a collateral dependent line of credit with the FHLB of up to $5.96.1 billion and $6.0 billion at June 30, 2022March 31, 2023 and December 31, 20212022, respectively. The remaining credit availability on the collateral dependent line of credit with the FHLB was $5.9 billion and $4.9 billion at March 31, 2023 and December 31, 2022, respectively.

Starting in the first quarter of 2023, the Company is eligible to borrow from the Federal Reserve's BTFP, which provides additional contingent liquidity through the pledging of certain qualifying securities. The BTFP is a one-year program ending March 11, 2024, and the Company can borrow any time during the term and can repay the obligation at any time without penalty. As of March 31, 2023, liquidity of $548.6 million was available based on the par-value of qualifying securities from BTFP. The Company did not utilize the available funds from BTFP as of March 31, 2023.

Long-term Borrowings

During the fourth quarter of 2021, the company issued the 2031 Notes. The 2031 Notes were sold at par resulting in net proceeds, after underwriting discounts and offering expenses, of approximately $246.9 million. The Company used a portion of the net proceeds from the 2031 Notes issuance to repay its outstanding $150 million of 5.00% fixed-to-floating rate subordinated notes that were due in 2026.

In connection with several previous bank acquisitions, the Company issued $58.5 million and acquired $87.0$92.0 million of trust preferred capital notes. Most recently, in connection with the acquisition of Access on February 1, 2019, the Company acquired additional trust preferred capital notes totaling $5.0 million. The remaining fair value discount on all acquired trust preferred capital notes was $12.9$12.3 million and $13.3$12.5 million at June 30, 2022March 31, 2023 and December 31, 2021,2022, respectively.

-28--30-

Table of Contents

Total long-term borrowings consist of the following as of June 30, 2022March 31, 2023 (dollars in thousands):

Spread to

Spread to

Principal

3-Month LIBOR

Rate (1)

Maturity

Investment (2)

Principal

3-Month LIBOR

Rate (1)

Maturity

Investment (2)

Trust Preferred Capital Securities

Trust Preferred Capital Note - Statutory Trust I

$

22,500

 

2.75

%  

5.04

%  

6/17/2034

$

696

$

22,500

 

2.75

%  

7.94

%  

6/17/2034

$

696

Trust Preferred Capital Note - Statutory Trust II

 

36,000

 

1.40

%  

3.69

%  

6/15/2036

 

1,114

 

36,000

 

1.40

%  

6.59

%  

6/15/2036

 

1,114

VFG Limited Liability Trust I Indenture

 

20,000

 

2.73

%  

5.02

%  

3/18/2034

 

619

 

20,000

 

2.73

%  

7.92

%  

3/18/2034

 

619

FNB Statutory Trust II Indenture

 

12,000

 

3.10

%  

5.39

%  

6/26/2033

 

372

 

12,000

 

3.10

%  

8.29

%  

6/26/2033

 

372

Gateway Capital Statutory Trust I

 

8,000

 

3.10

%  

5.39

%  

9/17/2033

 

248

 

8,000

 

3.10

%  

8.29

%  

9/17/2033

 

248

Gateway Capital Statutory Trust II

 

7,000

 

2.65

%  

4.94

%  

6/17/2034

 

217

 

7,000

 

2.65

%  

7.84

%  

6/17/2034

 

217

Gateway Capital Statutory Trust III

 

15,000

 

1.50

%  

3.79

%  

5/30/2036

 

464

 

15,000

 

1.50

%  

6.69

%  

5/30/2036

 

464

Gateway Capital Statutory Trust IV

 

25,000

 

1.55

%  

3.84

%  

7/30/2037

 

774

 

25,000

 

1.55

%  

6.74

%  

7/30/2037

 

774

MFC Capital Trust II

 

5,000

 

2.85

%  

5.14

%  

1/23/2034

 

155

 

5,000

 

2.85

%  

8.04

%  

1/23/2034

 

155

Total Trust Preferred Capital Securities

$

150,500

 

  

 

  

 

  

$

4,659

$

150,500

 

  

 

  

 

  

$

4,659

Subordinated Debt(3)(4)

2031 Subordinated Debt

250,000

0

%

2.875

%

12/15/2031

250,000

%

2.875

%

12/15/2031

Total Subordinated Debt(5)

$

250,000

$

250,000

Fair Value Discount(6)

(15,869)

(15,009)

Investment in Trust Preferred Capital Securities

4,659

4,659

Total Long-term Borrowings

$

389,290

$

390,150

(1) Rate as of June 30, 2022.March 31, 2023. Calculated using non-rounded numbers.

(2)The total of Represents the trust preferred capital securities and investments in the respective trusts represents the principal asset of the Company’s junior subordinated debt securities with like maturitiesdebentures owned by the Company in trust and like interest rates to the capital securities. The Company’s investment in the trusts is reported in "Other assets" on the Company’s Consolidated Balance Sheets.Sheets.

(3) The remaining issuance discount as of June 30, 2022March 31, 2023 is $3.02.7 million.

(4) Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.

(5) Fixed-to-floating rate notes. On December 15, 2026, the interest rate changes to a floating rate of the then current Three-Month Term SOFR plus a spread of 186 bps through its maturity date.date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after December 15, 2026.

(6) Remaining discounts of $12.912.3 million and $3.02.7 million on Trust Preferred Capital Securities and Subordinated Debt, respectively.

-29--31-

Table of Contents

Total long-term borrowings consist of the following as of December 31, 20212022 (dollars in thousands):

Spread to

Spread to

Principal

3-Month LIBOR

Rate (1)

Maturity

Investment (2)

Principal

3-Month LIBOR

Rate (1)

Maturity

Investment (2)

Trust Preferred Capital Securities

Trust Preferred Capital Note - Statutory Trust I

$

22,500

 

2.75

%  

2.96

%  

6/17/2034

$

696

$

22,500

 

2.75

%  

7.52

%  

6/17/2034

$

696

Trust Preferred Capital Note - Statutory Trust II

 

36,000

 

1.40

%  

1.61

%  

6/15/2036

 

1,114

 

36,000

 

1.40

%  

6.17

%  

6/15/2036

 

1,114

VFG Limited Liability Trust I Indenture

 

20,000

 

2.73

%  

2.94

%  

3/18/2034

 

619

 

20,000

 

2.73

%  

7.50

%  

3/18/2034

 

619

FNB Statutory Trust II Indenture

 

12,000

 

3.10

%  

3.31

%  

6/26/2033

 

372

 

12,000

 

3.10

%  

7.87

%  

6/26/2033

 

372

Gateway Capital Statutory Trust I

 

8,000

 

3.10

%  

3.31

%  

9/17/2033

 

248

 

8,000

 

3.10

%  

7.87

%  

9/17/2033

 

248

Gateway Capital Statutory Trust II

 

7,000

 

2.65

%  

2.86

%  

6/17/2034

 

217

 

7,000

 

2.65

%  

7.42

%  

6/17/2034

 

217

Gateway Capital Statutory Trust III

 

15,000

 

1.50

%  

1.71

%  

5/30/2036

 

464

 

15,000

 

1.50

%  

6.27

%  

5/30/2036

 

464

Gateway Capital Statutory Trust IV

 

25,000

 

1.55

%  

1.76

%  

7/30/2037

 

774

 

25,000

 

1.55

%  

6.32

%  

7/30/2037

 

774

MFC Capital Trust II

 

5,000

 

2.85

%  

3.06

%  

1/23/2034

 

155

 

5,000

 

2.85

%  

7.62

%  

1/23/2034

 

155

Total Trust Preferred Capital Securities

$

150,500

 

  

 

  

 

  

$

4,659

$

150,500

 

  

 

  

 

  

$

4,659

Subordinated Debt(3)(4)

2031 Subordinated Debt

250,000

0

%

2.875

%

12/15/2031

250,000

%

2.875

%

12/15/2031

Total Subordinated Debt(5)

$

250,000

$

250,000

Fair Value Discount(6)

(16,435)

(15,296)

Investment in Trust Preferred Capital Securities

4,659

4,659

Total Long-term Borrowings

$

388,724

$

389,863

(1) Rate as of December 31, 2021.2022. Calculated using non-rounded numbers.

(2)(2) The total ofRepresents the trust preferred capital securities and investments in the respective trusts represents the principal asset of the Company’s junior subordinated debt securities with like maturitiesdebentures owned by the Company in trust and like interest rates to the capital securities. The Company’s investment in the trusts is reported in "Other assets" on the Company’s Consolidated Balance Sheets.

(3) The remaining issuance discount as of December 31, 20212022 is $3.12.8 million.

(4) Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.

(5) Fixed-to-floating rate notes. On December 15, 2026, the interest changes to a floating rate of the then current Three-Month Term SOFR plus a spread of 186 bps through its maturity date.date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after December 15, 2026.

(6) Remaining discounts of $13.312.5 million and $3.12.8 million on Trust Preferred Capital Securities and Subordinated Debt, respectively.

As of June 30, 2022,March 31, 2023, the contractual maturities of long-term debt are as follows for the years ending (dollars in thousands):

  

Trust

  

  

  

  

Trust

  

  

  

  

Preferred

  

  

  

Total

  

Preferred

  

  

  

Total

  

Capital

  

Subordinated

  

Fair Value

  

 Long-term

  

Capital

  

Subordinated

  

Fair Value

  

 Long-term

  

Notes

  

Debt

  

Discount (1)

  

Borrowings

  

Notes

  

Debt

  

Discount (1)

  

Borrowings

For the remaining six months of 2022

$

0

$

0

$

(573)

$

(573)

2023

 

0

 

0

 

(1,162)

 

(1,162)

For the remaining nine months of 2023

$

$

$

(875)

$

(875)

2024

 

0

 

0

 

(1,187)

 

(1,187)

 

 

 

(1,187)

 

(1,187)

2025

 

0

 

0

 

(1,211)

 

(1,211)

 

 

 

(1,211)

 

(1,211)

2026

 

0

 

0

 

(1,236)

 

(1,236)

 

 

 

(1,236)

 

(1,236)

2027

 

 

 

(1,263)

 

(1,263)

Thereafter

 

155,159

 

250,000

 

(10,500)

 

394,659

 

155,159

 

250,000

 

(9,237)

 

395,922

Total long-term borrowings

$

155,159

$

250,000

$

(15,869)

$

389,290

$

155,159

$

250,000

$

(15,009)

$

390,150

(1) Includes discount on issued subordinated notes.Trust Preferred Capital Securities and Subordinated Debt.

-30--32-

Table of Contents

7. COMMITMENTS AND CONTINGENCIES

Litigation and Regulatory Matters

In the ordinary course of its operations, the Company and its subsidiaries are involved in varioussubject to loss contingencies related to legal and regulatory proceedings. The Company establishes accruals for those matters when a loss contingency is considered probable and the related amount if any,is reasonably estimable. When it is practicable, the Company estimates possible loss contingencies, whether or not there is an accrued probable loss. When the Company is able to estimate such losses and when it is reasonably possible that the Company could incur losses in excess of the ultimateamounts accrued, the Company discloses the aggregate estimation of such possible losses.

As previously disclosed, on February 9, 2022, pursuant to the CFPB’s Notice and Opportunity to Respond and Advise process, the CFPB Office of Enforcement notified the Bank that it is considering recommending that the CFPB take legal action against the Bank in connection with alleged violations of Regulation E, 12 C.F.R. § 1005.17, and the Consumer Financial Protection Act, 12 U.S.C. §§ 5531 and 5536, in connection with the Bank’s overdraft practices and policies. In March 2023, the CFPB commenced settlement discussions with the Company to resolve the matter.

As of March 31, 2023, the Company has recorded a probable and estimable liability in connection with this matter. In addition, the Company believes that it is reasonably possible that the Company may experience losses in connection with this matter in excess of what the Company has accrued; however, the Company cannot reasonably estimate any loss beyond the estimated liability that has been recorded.

The Company cannot provide assurance whether a settlement will be reached, the final terms or timing of any such settlement, or the final amount of loss (potentially including both restitution and a civil money penalty) with respect to such matters cannot be determined. Despite the uncertainties of such litigation and investigations, and based on the information presently available, and after consultation with legal counsel, management believes that the ultimate outcome in such proceedings in the aggregate will not have a material adverse effect on the business, financial condition, or results of operations ofthis matter. If the Company subject toand the potential outcomes of disclosed matters. There have been no material changes with respect toCFPB do not reach a settlement, the Company’s previously disclosed proceedings.CFPB may commence litigation against the Company.

Financial Instruments with Off-Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amount recognized on the Company’s Consolidated Balance Sheets. The contractual amounts of these instruments reflect the extent of the Company’s involvement in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit written is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Unless noted otherwise, the Company does not require collateral or other security to support off-balance sheet instruments with credit risk. The Company considers credit losses related to off-balance sheet commitments by undergoing a similar process in evaluating losses for loans that are carried on the balance sheet. The Company considers historical loss and funding information, current and future economic conditions, risk ratings, and past due status among other factors in the consideration of expected credit losses in the Company’s off-balance sheet commitments to extend credit. The Company also records an indemnification reserve based on historical statistics and loss rates related to mortgage loans previously sold. As of June 30, 2022At both March 31, 2023 and December 31, 2021,2022, the Company’s RUCreserve for unfunded commitments and indemnification reserve was $9.4totaled $15.6 million and $8.4$14.1 million, respectively.

Commitments to extend credit are agreements to lend to customers as long as there are no violations of any conditions established in the contracts. Commitments generally have fixed expiration dates or other termination clauses and may require

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payment of a fee. Because many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Letters of credit are conditional commitments issued by the Company to guarantee the performance of customers to third parties. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.

The following table presents the balances of commitments and contingencies as of the following dates (dollars in thousands):

    

June 30, 2022

    

December 31, 2021

    

March 31, 2023

    

December 31, 2022

Commitments with off-balance sheet risk:

 

  

 

  

 

  

 

  

Commitments to extend credit (1)

$

5,253,798

$

5,825,557

$

5,485,988

$

5,229,252

Letters of credit

 

154,241

 

152,506

 

155,878

 

156,459

Total commitments with off-balance sheet risk

$

5,408,039

$

5,978,063

$

5,641,866

$

5,385,711

(1) Includes unfunded overdraft protection.

(1) Includes unfunded overdraft protection.

As of June 30, 2022,March 31, 2023, the Company had approximately $204.2$213.2 million in deposits in other financial institutions of which $180.8$162.3 million served as collateral for cash flow and loan swap derivatives. As of December 31, 2021,2022, the Company had approximately $187.4$273.5 million in deposits in other financial institutions of which $82.3$196.2 million served as collateral for the Company’s derivative interest rate contracts.cash flow and loan swap derivatives. The Company had approximately $20.0$47.5 million and $102.0$74.0 million in deposits in other financial institutions that were uninsured at June 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. At least annually, the Company’s management evaluates the loss risk of its uninsured deposits in financial counterparties.

For asset/liability management purposes, the Company uses interest rate contracts to hedge various exposures or to modify the interest rate characteristics of various balance sheet accounts. For the OTCover-the-counter derivatives cleared with the central clearinghouses, the variation margin is treated as a settlement of the related derivatives fair values. Refer to Note 8 “Derivatives” within this Item 1 of this Quarterly Report for additional information.

As part of the Company’s liquidity management strategy, it pledges collateral to secure various financing and other activities that occur during the normal course of business. The following tables present the types of collateral pledged at March 31, 2023 and December 31, 2022 (dollars in thousands):

Pledged Assets as of March 31, 2023

    

    

AFS

    

HTM

    

    

Cash

Securities (1)

Securities (1)

Loans (2)

Total

Public deposits

$

$

778,257

$

623,009

$

$

1,401,266

Repurchase agreements

 

 

181,670

 

 

 

181,670

FHLB advances

 

 

58,078

 

 

2,598,273

 

2,656,351

Derivatives

 

162,329

 

58,405

 

 

 

220,734

Fed Funds (3)

440,955

18,273

485,569

944,797

Other purposes

 

23,399

23,399

Total pledged assets

$

162,329

$

1,540,764

$

641,282

$

3,083,842

$

5,428,217

(1) Balance represents market value.

(2) Balance represents book value.

(3) Includes AFS and HTM securities pledged under the BTFP program.

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the variation margin is treated as a settlement of the related derivatives fair values. Refer to Note 8 “Derivatives” in Part I, Item I of this Quarterly Report for additional information.

The Company pledges collateral to secure various financing and other activities that occur during the normal course of business as part of the liquidity management strategy. The following tables present the types of collateral pledged at June 30, 2022 and December 31, 2021 (dollars in thousands):

Pledged Assets as of June 30, 2022

    

    

AFS

    

HTM

    

    

Cash

Securities (1)

Securities (1)

Loans (2)

Total

Public deposits

$

0

$

579,459

$

498,568

$

0

$

1,078,027

Repurchase agreements

 

0

 

124,242

 

0

 

0

 

124,242

FHLB advances

 

0

 

38,944

 

0

 

2,592,215

 

2,631,159

Derivatives

 

180,786

 

59,353

 

0

 

0

 

240,139

Fed Funds

0

0

0

435,262

435,262

Other purposes

 

0

27,610

869

0

28,479

Total pledged assets

$

180,786

$

829,608

$

499,437

$

3,027,477

$

4,537,308

Pledged Assets as of December 31, 2021

    

    

AFS

    

HTM

    

    

Cash

Securities (1)

Securities (1)

Loans (2)

Total

Public deposits

$

0

$

703,489

$

472,243

$

0

$

1,175,732

Repurchase agreements

 

0

 

130,217

 

0

 

0

 

130,217

FHLB advances

 

0

 

43,722

 

0

 

4,263,259

 

4,306,981

Derivatives

 

82,299

 

65,053

 

0

 

0

 

147,352

Fed Funds

0

0

0

392,067

392,067

Other purposes

 

0

22,003

985

0

22,988

Total pledged assets

$

82,299

$

964,484

$

473,228

$

4,655,326

$

6,175,337

(1) Balance represents market value.

(2) Balance represents book value.

Pledged Assets as of December 31, 2022

    

    

AFS

    

HTM

    

    

Cash

Securities (1)

Securities (1)

Loans (2)

Total

Public deposits

$

$

713,761

$

579,550

$

$

1,293,311

Repurchase agreements

 

 

159,221

 

 

 

159,221

FHLB advances

 

 

36,039

 

 

2,679,316

 

2,715,355

Derivatives

 

196,180

 

57,114

 

 

 

253,294

Fed Funds

458,680

458,680

Other purposes

 

27,311

865

28,176

Total pledged assets

$

196,180

$

993,446

$

580,415

$

3,137,996

$

4,908,037

(1) Balance represents market value.

(2) Balance represents book value.

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8. DERIVATIVES

The Company is exposed to economic risks arising from its business operations and uses derivatives primarily to manage risk associated with changing interest rates, and to assist customers with their risk management objectives. The Company designates certain derivatives as hedging instruments in a qualifying hedge accounting relationship (cash flow or fair value hedge). The remaining are classified as free-standing derivatives that do not qualify for hedge accounting and consist of interest rate contracts, which include loan swaps and interest rate cap agreements, as well as interest rate lock commitments.

Derivatives Counterparty Credit Risk

Derivative instruments contain an element of credit risk that arises from the potential failure of a counterparty to perform according to the terms of the contract. The Company’s exposure to derivative counterparty credit risk, at any point in time, is equal to the amount reported as a derivative asset on the Company’s Consolidated Balance Sheets, assuming no recoveries of underlying collateral. The Company clears certain OTCover-the-counter derivatives with central clearinghouses through FCMsfutures commission merchants due to applicable regulatory requirements, which reduces the Company’s counterparty risk.

The Company also enters into legally enforceable master netting agreements and collateral agreements, where possible, with certain derivative counterparties to mitigate the risk of default on a bilateral basis. These bilateral agreements typically provide the right to offset exposures and require one counterparty to post collateral on derivative instruments in a net liability position to the other counterparty. For the OTCover-the-counter derivatives cleared with central clearinghouses, the variation margin is treated as settlement of the related derivatives fair values.

Cash Flow Hedges

The Company designates derivatives as cash flow hedges when they are used to manage exposure to variability in cash flows related to forecasted transactions on variable rate financial instruments. The Company uses interest rate swap agreements as part of its hedging strategy by exchanging a notional amount, equal to the principal amount of the borrowings or commercial loans, for fixed-rate interest based on benchmarked interest rates. The original terms and conditions of the interest rate swaps vary andin range inand length. Amounts receivable or payable are recognized as accrued under the terms of the agreements.

All swaps were entered into with counterparties that met the Company’s credit standards, and the agreements contain collateral provisions protecting the at-risk party. The Company concluded that the credit risk inherent in the contract is not significant.

For derivatives designated and qualifying as cash flow hedges, ineffectiveness is not measured or separately disclosed. Rather, as long as the hedging relationship continues to qualify for hedge accounting, the entire change in the fair value of the hedging instrument is recorded in OCI and recognized in earnings as the hedged transaction affects earnings. Derivative amounts affecting earnings are recognized consistent with the classification of the hedged item.

At June 30, 2022March 31, 2023 and December 31, 2021,2022, the Company had interest rate swaps designated and qualifying as cash flow hedges of the Company’s forecasted variable interest receipts on variable rate loans due to changes in the interest rate with a notional amount of $500$900 million. For each agreement, the Company receives interest at a fixed rate and pays at a variable rate. 

Fair Value Hedges

Derivatives are designated as fair value hedges when they are used to manage exposure to changes in the fair value of certain financial assets and liabilities, referred to as the hedged items, which fluctuate in value as a result of movements in interest rates.

Loans: During the normal course of business, the Company enters into swap agreements to convert certain long-term fixed-rate loans to floating rates to hedge the Company’s exposure to interest rate risk. The Company pays a fixed interest rate to the counterparty and receives a floating rate from the same counterparty calculated on the aggregate notional amount. At June 30, 2022March 31, 2023 and December 31, 2021,2022, the aggregate notional amount of the related hedged items for certain long-term fixed rate loans totaled $86.2$82.0 million and $88.6$83.6 million, respectively, and the fair value of the swaps associated with the derivative related to hedged items was an unrealized gain of $7.8$9.2 million and an unrealized loss of $620,000,$11.0 million, respectively.

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AFS Securities: The Company has entered into a swap agreement to hedge the interest rate risk on a portion of its fixed rate AFS securities. At June 30, 2022March 31, 2023 and December 31, 2021,2022, the aggregate notional amount of the related hedged items of the AFS securities totaled $50.0 million and the fair value of the swaps associated with the derivative related to hedged items was an unrealized lossgain of $23,000$1.2 million and $4.1$1.9 million, respectively.

The Company applies hedge accounting in accordance with ASC 815, Derivatives and Hedging, and the fair value hedge and the underlying hedged item, attributable to the risk being hedged, are recorded at fair value with unrealized gains and losses being recorded on the Company’s Consolidated Statements of Income. The Company assesses the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows on the derivative hedging instrument with the changes in fair value or cash flows on the designated hedged item or transactions for the risk being hedged. If a hedging relationship ceases to qualify for hedge accounting, the relationship is discontinued and future changes in the fair value of the derivative instrument are recognized in current period earnings. For a discontinued or terminated fair value hedging relationship, all remaining basis adjustments to the carrying amount of the hedged item are amortized to interest income or expense over the remaining life of the hedged item consistent with the amortization of other discounts or premiums. Previous balances deferred in AOCI from discontinued or terminated cash flow hedges are reclassified to interest income or expense as the hedged transactions affect earnings or over the originally specified term of the hedging relationship. The Company’s hedges continue to be highly effective and had no material impact on the Consolidated Statements of Income.

Interest Rate Contracts

During the normal course of business, the Company enters into interest rate contracts with borrowers to help meet their financing needs. Upon entering into interest rate contracts, the Company enters into offsetting positions with a third party in order to minimize interest rate risk. These interest rate contracts qualify as financial derivatives with fair values as reported in “Other assets” and “Other liabilities” on the Company’s Consolidated Balance Sheets.

RPAs:The Company enters into RPAs where it may either sell or assume credit risk related to a borrower’s performance under certain non-hedging interest rate derivative contracts on participated loans. The Company manages its credit risk under RPAs by monitoring the creditworthiness of the borrowers based on the Company’s normal credit review process. RPAs are carried at fair value with changes in fair value recorded in “Other operating income” on the Company’s Consolidated Statements of Income.

The following table summarizes key elements of the Company’s derivative instruments as of June 30, 2022March 31, 2023 and December 31, 2021,2022, segregated by derivatives that are considered accounting hedges and those that are not (dollars in thousands):

    

June 30, 2022

    

December 31, 2021

Derivative (2)

Derivative (2)

    

Notional or

    

    

    

Notional or

    

    

Contractual

Contractual

Amount (1)

Assets

Liabilities

Amount (1)

Assets

Liabilities

Derivatives designated as accounting hedges:

Interest rate contracts: (3)

 

 

  

 

  

 

  

 

  

Cash flow hedges

$

500,000

$

0

$

0

$

500,000

$

0

$

0

Fair value hedges

 

136,220

 

1,171

 

37

 

138,606

 

0

 

5,387

Derivatives not designated as accounting hedges:

Interest rate contracts (3)

 

5,222,073

 

34,354

 

146,260

 

5,017,574

 

73,696

 

49,051

    

March 31, 2023

    

December 31, 2022

Derivative (2)

Derivative (2)

    

Notional or

    

    

    

Notional or

    

    

Contractual

Contractual

Amount (1)

Assets

Liabilities

Amount (1)

Assets

Liabilities

Derivatives designated as accounting hedges:

Interest rate contracts: (3)

 

 

  

 

  

 

  

 

  

Cash flow hedges

$

900,000

$

2,838

$

2,158

$

900,000

$

1,163

$

6,599

Fair value hedges

 

131,976

 

2,938

 

 

133,576

 

4,117

 

Derivatives not designated as accounting hedges:

Interest rate contracts (3)(4)

 

6,002,395

 

67,954

 

195,375

 

5,820,005

 

75,030

 

229,401

(1) Notional amounts are not recorded on the Company’s Consolidated Balance Sheets and are generally used only as a basis on which interest and other payments are determined.

(2) Balances represent fair value of derivative financial instruments.

(3) The Company’s cleared derivatives are classified as a single-unit of accounting, resulting in the fair value of the designated swap being reduced by the variation margin, which is treated as settlement of the related derivatives fair value for accounting purposes.

(4) Includes RPAs.

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Table of Contents

The following table summarizes the carrying value of the Company’s hedged assets in fair value hedges and the associated cumulative basis adjustments included in those carrying values as of June 30, 2022March 31, 2023 and December 31, 20212022 (dollars in thousands):

June 30, 2022

December 31, 2021

March 31, 2023

December 31, 2022

    

    

Cumulative

    

    

Cumulative

    

    

Cumulative

    

    

Cumulative

Amount of Basis

Amount of Basis

Amount of Basis

Amount of Basis

Adjustments

Adjustments

Adjustments

Adjustments

Included in the

Included in the

Included in the

Included in the

Carrying Amount

Carrying

Carrying Amount

Carrying

Carrying Amount

Carrying

Carrying Amount

Carrying

of Hedged

Amount of the

of Hedged

Amount of the

of Hedged

Amount of the

of Hedged

Amount of the

Assets/(Liabilities)

Hedged

Assets/(Liabilities)

Hedged

Assets/(Liabilities)

Hedged

Assets/(Liabilities)

Hedged

Amount (1)

 

Assets/(Liabilities)

Amount (1)

 

Assets/(Liabilities)

Amount (1)

 

Assets/(Liabilities)

Amount (1)

 

Assets/(Liabilities)

Line items on the Consolidated Balance Sheets in which the hedged item is included:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Securities available-for-sale (1) (2)

$

96,577

$

9

$

112,562

$

4,051

$

88,891

$

(1,226)

$

91,388

$

(1,889)

Loans(3)

 

86,220

 

(7,787)

 

88,606

 

546

 

81,976

 

(9,007)

 

83,576

 

(10,832)

(1) These amounts include the amortized cost basis of the investment securities designated in hedging relationships for which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. At June 30, 2022March 31, 2023 and December 31, 2021,2022, the amortized cost basis of this portfolio was $9788.9 million and $11391 million, respectively, and the cumulative basis adjustment associated with this hedge was $9,0001.2 million and $4.11.9 million, respectively. The amount of the designated hedged item at June 30, 2022March 31, 2023 and December 31, 20212022 totaled $50 million.

(2) Carrying value represents amortized cost.

(3) The fair value of the swaps associated with the derivative related to hedged items at March 31, 2023 and December 31, 2022 was an unrealized gain of $9.2 million and $11.0 million, respectively.

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Table of Contents

9. STOCKHOLDERS’ EQUITY

Repurchase Programs

On December 10, 2021,As of March 31, 2023, the Company does not have an active share repurchase program. The Company’s Board of Directors authorized a newprior share Repurchase Program to purchase up to $100.0 million of the Company’s common stock throughrepurchase plan expired on December 9, 2022 in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and / or Rule 10b-18 under the Exchange Act. As part of the Repurchase Program, approximately 1.3 million shares (or $48.2 million) were repurchased during the six months ended June 30, 2022, and of these shares approximately 649,000 shares (or $23.2 million) were repurchased during the second quarter of 2022. Approximately $51.8 million of share repurchases remain available under the Repurchase Program at June 30, 2022.

Accumulated Other Comprehensive Income (Loss)

The change in AOCI for the three and six months ended June 30, 2022March 31, 2023 is summarized as follows, net of tax (dollars in thousands):

    

    

Unrealized Gains

    

    

    

    

    

Unrealized Gains

    

    

    

(Losses)

(Losses)

Unrealized

for AFS

Unrealized

Unrealized

for AFS

Unrealized

Gains (Losses)

Securities

Change in Fair

Gains

 (Losses)

Securities

Change in Fair

Gains

on AFS

Transferred to

Value of Cash

(Losses) on

on AFS

Transferred to

Value of Cash

(Losses) on

Securities

HTM

Flow Hedge

BOLI

Total

Securities

HTM

Flow Hedge

BOLI

Total

Balance - March 31, 2022

$

(164,204)

$

30

$

(24,880)

$

(2,429)

$

(191,483)

Other comprehensive (loss) income:

 

 

  

Other comprehensive loss before reclassification

 

(113,374)

0

(11,572)

0

 

(124,946)

AOCI (loss) - December 31, 2022

$

(363,919)

$

17

$

(54,610)

$

226

$

(418,286)

Other comprehensive income (loss):

 

 

  

Other comprehensive income before reclassification

 

32,068

13,714

10

 

45,792

Amounts reclassified from AOCI into earnings

 

1

(5)

0

150

 

146

 

10,586

(3)

(22)

 

10,561

Net current period other comprehensive (loss) income

 

(113,373)

 

(5)

 

(11,572)

 

150

 

(124,800)

Balance - June 30, 2022

$

(277,577)

$

25

$

(36,452)

$

(2,279)

$

(316,283)

Net current period other comprehensive income (loss)

 

42,654

 

(3)

 

13,714

 

(12)

 

56,353

AOCI (loss) - March 31, 2023

$

(321,265)

$

14

$

(40,896)

$

214

$

(361,933)

    

    

Unrealized Gains

    

    

    

(Losses)

Unrealized

for AFS

Unrealized

Gains (Losses)

Securities

Change in Fair

Gains

on AFS

Transferred to

Value of Cash

(Losses) on

Securities

HTM

Flow Hedge

BOLI

Total

Balance - December 31, 2021

$

22,763

$

35

$

(1,567)

$

(2,596)

$

18,635

Other comprehensive (loss) income:

 

 

  

Other comprehensive loss before reclassification

 

(300,341)

0

(34,885)

0

 

(335,226)

Amounts reclassified from AOCI into earnings

 

1

(10)

0

317

 

308

Net current period other comprehensive (loss) income

 

(300,340)

 

(10)

 

(34,885)

 

317

 

(334,918)

Balance - June 30, 2022

$

(277,577)

$

25

$

(36,452)

$

(2,279)

$

(316,283)

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Table of Contents

The change in AOCI for the three and six months ended June 30, 2021March 31, 2022 is summarized as follows, net of tax (dollars in thousands):

    

    

Unrealized Gain

    

    

    

(Losses)

Unrealized

for AFS

Unrealized

Gains (Losses)

Securities

Change in Fair

Gains

on AFS

Transferred to

Value of Cash

(Losses)

Securities

HTM

Flow Hedge

on BOLI

Total

Balance - March 31, 2021

$

40,974

$

50

$

(1,475)

$

(3,048)

$

36,501

Other comprehensive (loss) income:

 

Other comprehensive income before reclassification

 

13,818

0

2,607

0

16,425

Amounts reclassified from AOCI into earnings

 

0

(5)

0

151

146

Net current period other comprehensive (loss) income

 

13,818

 

(5)

 

2,607

 

151

 

16,571

Balance - June 30, 2021

$

54,792

$

45

$

1,132

$

(2,897)

$

53,072

    

    

Unrealized Gain

    

    

    

    

    

Unrealized Gain

    

    

    

(Losses)

(Losses)

Unrealized

for AFS

Unrealized

Unrealized

for AFS

Unrealized

Gains (Losses)

Securities

Change in Fair

Gains

Gains (Losses)

Securities

Change in Fair

Gains

on AFS

Transferred to

Value of Cash

(Losses)

on AFS

Transferred to

Value of Cash

(Losses)

Securities

HTM

Flow Hedge

on BOLI

Total

Securities

HTM

Flow Hedge

on BOLI

Total

Balance - December 31, 2020

$

74,161

$

55

$

0

$

(3,201)

$

71,015

AOCI - December 31, 2021

$

22,763

$

35

$

(1,567)

$

(2,596)

$

18,635

Other comprehensive (loss) income:

 

 

Other comprehensive (loss) income before reclassification

 

(19,307)

0

1,179

0

(18,128)

Other comprehensive loss before reclassification

 

(186,967)

(23,313)

(210,280)

Amounts reclassified from AOCI into earnings

 

(62)

(10)

(47)

304

185

 

(5)

167

162

Net current period other comprehensive (loss) income

 

(19,369)

 

(10)

 

1,132

 

304

 

(17,943)

 

(186,967)

 

(5)

 

(23,313)

 

167

 

(210,118)

Balance - June 30, 2021

$

54,792

$

45

$

1,132

$

(2,897)

$

53,072

AOCI (loss) - March 31, 2022

$

(164,204)

$

30

$

(24,880)

$

(2,429)

$

(191,483)

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Table of Contents

10. FAIR VALUE MEASUREMENTS

The Company follows ASC 820,Fair Value Measurement to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. ASC 820 clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants.

ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy under ASC 820 based on these two types of inputs are as follows:

Level 1  Valuation is based on quoted prices in active markets for identical assets and liabilities.

Level 2  Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the markets.

Level 3  Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. These unobservable inputs reflect the Company’s assumptions about what market participants would use and information that is reasonably available under the circumstances without undue cost and effort.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements.

Derivative Instruments

As discussed in Note 8 “Derivatives”, within this Item 1 of this Quarterly Report, the Company records derivative instruments at fair value on a recurring basis. The Company utilizes derivative instruments as part of the management of interest rate risk to modify the re-pricing characteristics of certain portions of the Company’s interest-bearing assets and liabilities.liabilities, as well as to manage the Company’s exposure to credit risk related to borrower's performance under interest rate derivatives. The Company has contracted with a third-party vendor to provide valuations for derivatives using standard valuation techniques and therefore classifies such valuations as Level 2. Third partyThird-party valuations are validated by the Company using BVALthe Bloomberg Valuation Service’s derivative pricing functions. No materialsignificant differences were identified during the validation as of June 30, 2022March 31, 2023 and December 31, 2021.2022. The Company has considered counterparty credit risk in the valuation of its derivative assets and has considered its own credit risk in the valuation of its derivative liabilities. Mortgage banking derivatives as of June 30, 2022March 31, 2023 and December 31, 20212022 did not have a materialsignificant impact on the Company’s Consolidated Financial Statements.

AFS Securities

AFS securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data (Level 2). If the inputs used to provide the evaluation for certain securities are unobservable and/or there is little, if any, market activity, then the security would fall to the lowest level of the hierarchy (Level 3).

The Company’s investment portfolio is primarily valued using fair value measurements that are considered to be Level 2. The Company has contracted with a third-party portfolio accounting service vendor for valuation of its securities portfolio. The vendor’s primary source for security valuation is ICE, which evaluates securities based on market data. ICE utilizes evaluated pricing models that vary by asset class and include available trade, bid, and other market information. Generally, the methodology includes broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs.

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The vendor utilizes proprietary valuation matrices for valuing all municipals securities. The initial curves for determining the price, movement, and yield relationships within the municipal matrices are derived from industry benchmark curves or sourced from a municipal trading desk. The securities are further broken down according to issuer, credit support, state of issuance, and rating to incorporate additional spreads to the industry benchmark curves.

The Company primarily uses BVALthe Bloomberg Valuation Service, an independent information source that draws on quantitative models and market data contributed from over 4,000 market participants, to validate third party valuations. Any materialsignificant differences between valuation sources are researched by further analyzing the various inputs that are utilized by each pricing source. No materialsignificant differences were identified during the validation as of June 30, 2022March 31, 2023 and December 31, 2021.2022.

The carrying value of restricted FRB and FHLB stock approximates fair value based on the redemption provisions of each entity and is therefore excluded from the table below.

Loans Held for Sale

Residential loans originated for sale in the open market are carried at fair value. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). Gains and losses on the sale of loans are recorded in current period earnings as a component of "Mortgage banking income" on the Company’s Consolidated Statements of Income.

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis at June 30, 2022March 31, 2023 and December 31, 20212022 (dollars in thousands):

    

Fair Value Measurements at June 30, 2022 using

    

Fair Value Measurements at March 31, 2023 using

    

    

Significant

    

    

    

    

Significant

    

    

Quoted Prices in

Other

Significant

Quoted Prices in

Other

Significant

Active Markets for

Observable

Unobservable

Active Markets for

Observable

Unobservable

Identical Assets

Inputs

Inputs

Identical Assets

Inputs

Inputs

Level 1

Level 2

Level 3

Balance

Level 1

Level 2

Level 3

Balance

ASSETS

  

 

  

 

  

 

  

  

 

  

 

  

 

  

AFS securities:

  

 

  

 

  

 

  

  

 

  

 

  

 

  

U.S. government and agency securities

$

58,817

$

6,923

$

0

$

65,740

$

57,906

$

4,668

$

$

62,574

Obligations of states and political subdivisions

 

0

 

822,427

 

0

 

822,427

 

 

523,097

 

 

523,097

Corporate and other bonds(1)

 

0

 

177,892

 

0

 

177,892

 

 

152,006

 

 

152,006

MBS

 

0

 

1,883,713

 

0

 

1,883,713

 

 

1,513,007

 

 

1,513,007

Other securities

 

0

 

1,649

 

0

 

1,649

 

 

1,681

 

 

1,681

LHFS(3)

 

0

 

15,866

 

0

 

15,866

 

 

7,126

 

 

7,126

Derivatives:

 

  

 

  

 

  

 

  

Interest rate contracts

 

0

 

34,354

 

0

 

34,354

Fair value hedges

 

0

 

1,171

 

0

 

1,171

Financial Derivatives(2)

 

 

73,730

 

 

73,730

LIABILITIES

Derivatives:

 

  

 

  

 

  

 

  

Interest rate contracts

$

0

$

146,260

$

0

$

146,260

Fair value hedges

0

37

 

0

37

Financial Derivatives(2)

$

$

197,533

$

$

197,533

(1) Other bonds include asset-backed securities.

(2) Includes hedged and non-hedged derivatives.

(3) Excludes a LHFS measured using a non-recurring basis.

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Fair Value Measurements at December 31, 2021 using

    

Fair Value Measurements at December 31, 2022 using

    

    

Significant

    

    

    

    

Significant

    

    

Quoted Prices in

Other

Significant

Quoted Prices in

Other

Significant

Active Markets for

Observable

Unobservable

Active Markets for

Observable

Unobservable

Identical Assets

Inputs

Inputs

Identical Assets

Inputs

Inputs

Level 1

Level 2

Level 3

Balance

Level 1

Level 2

Level 3

Balance

ASSETS

  

 

  

 

  

 

  

  

 

  

 

  

 

  

AFS securities:

  

 

  

 

  

 

  

  

 

  

 

  

 

  

U.S. government and agency securities

$

64,474

$

9,375

$

0

$

73,849

$

56,606

$

5,337

$

$

61,943

Obligations of states and political subdivisions

0

1,008,396

0

1,008,396

807,435

807,435

Corporate and other bonds(1)

 

0

 

153,376

 

0

 

153,376

 

 

226,380

 

 

226,380

MBS

 

0

 

2,244,389

 

0

 

2,244,389

 

 

1,644,394

 

 

1,644,394

Other securities

 

0

 

1,640

 

0

 

1,640

 

 

1,664

 

 

1,664

LHFS

0

20,861

0

20,861

3,936

3,936

Derivatives:

 

  

 

  

 

  

 

  

Interest rate contracts

 

0

 

73,696

 

0

 

73,696

Financial Derivatives(2)

 

 

80,310

 

 

80,310

LIABILITIES

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Derivatives:

 

  

 

  

 

  

 

  

Interest rate contracts

$

0

$

49,051

$

0

$

49,051

Fair value hedges

 

0

 

5,387

 

0

 

5,387

Financial Derivatives(2)

$

$

236,000

$

$

236,000

(1) Other bonds include asset-backed securities.

(2) Includes hedged and non-hedged derivatives.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets are measured at fair value on a nonrecurring basis in accordance with U.S. GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets after they are evaluated for impairment. The primary assets accounted for at fair value on a nonrecurring basis are related to foreclosed properties, former bank premises, and collateral-dependent loans that are individually assessed. When the asset is secured by real estate, the Company measures the fair value utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data. Management may discount the value from the appraisal in determining the fair value if, based on its understanding of the market conditions, the collateral had been impaired below the appraised value (Level 3). The assets for which a nonrecurring fair value measurement was recorded were $9.4 million and $11.3 million during the periods ended June 30, 2022 and December 31, 2021 respectively. The nonrecurring valuation adjustments for these assets did not have a materialsignificant impact on the Company’s consolidated financial statements.

Fair Value of Financial Instruments

ASC 825, Financial Instruments, requires disclosure about fair value of financial instruments for interim periods and excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Cash and Cash Equivalents

For those short-term instruments, the carrying amount is a reasonable estimate of fair value.

HTM Securities

The Company’s HTM investment portfolio is primarily valued using fair value measurements that are considered to be Level 2. The Company has contracted2, utilizes the same valuation approach as described above with a third-party portfolio accounting service vendor for valuation of itsthe AFS securities portfolio. The vendor’s primary source for security valuation is ICE, which evaluates securities based on market data. ICE utilizes evaluated pricing models that vary by asset class and include available trade, bid, and other market information. Generally, the methodology includes broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs.

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The vendor utilizes proprietary valuation matrices for valuing all municipals securities. The initial curves for determining the price, movement, and yield relationships within the municipal matrices are derived from industry benchmark curves or sourced from a municipal trading desk. The securities are further broken down according to issuer, credit support, state of issuance, and rating to incorporate additional spreads to the industry benchmark curves.

The Company primarily uses BVAL, an independent information source that draws on quantitative models and market data contributed from over 4,000 market participants, to validate third party valuations. Any materialsignificant differences between valuation sources are researched by further analyzing the various inputs that are utilized by each pricing source. No materialsignificant differences were identified during the validation as of June 30, 2022March 31, 2023 and December 31, 2021. 2022.

The Company’s Level 3 HTM securities are a result of the Accessa prior acquisition and are comprised of asset-backed securities and municipal bonds. Valuations of the asset-backed securities are provided by a thirdthird- party vendor specializing in the SBA markets and are based on underlying loan pool information, market data, and recent trading activity for similar securities. Valuations of the municipal bonds are provided by a third party vendor that specializes in hard-to-value securities and are based on a discounted cash flow model and incorporates considerations for the complexity of the instrument, likelihood it will be called, and credit ratings. The Company reviews the valuation of both security typesvaluations obtained for reasonableness in the context of market conditions and to similar bonds in the Company’s portfolio. Anyany material differences between valuation sources are researched by further analyzing the various inputs that areand results utilized by each pricing source. No materialsignificant differences were identified during the validation as of June 30, 2022March 31, 2023 and December 31, 2021.2022.

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Loans and Leases

The fair value of loans and leases were estimated using an exit price, representing the amount that would be expected to be received if the Company sold the loans and leases. The fair value of performing loans and leases were estimated through use of discounted cash flows.  Credit loss assumptions were based on market PD/LGD for loan and lease cohorts.  The discount rate was based primarily on recent market origination rates. Fair value of loans and leases individually assessed and their respective levels within the fair value hierarchy are described in the previous section related to fair value measurements of assets that are measured on a nonrecurring basis.

Bank Owned Life Insurance

The carrying value of BOLI approximates fair value. The Company records these policies at their cash surrender value, which is estimated using information provided by insurance carriers.

Deposits

The fair value of demand deposits, savings accounts, brokered deposits, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of certificates of deposits were valued using a discounted cash flow calculation that includes a market rate analysis of the current rates offered by market participants for certificates of deposits that mature in the same period.

Accrued Interest

The carrying amounts of accrued interest approximate fair value.

The carrying values and estimated fair values of the Company’s financial instruments at March 31, 2023 and December 31, 2022 are as follows (dollars in thousands):

Fair Value Measurements at March 31, 2023 using

    

    

Quoted Prices

    

Significant

    

    

in Active

Other

Significant

Markets for

Observable

Unobservable

Total Fair

Identical Assets

Inputs

Inputs

Value

Carrying

 

Value

Level 1

Level 2

Level 3

Balance

ASSETS

Cash and cash equivalents

$

372,196

$

372,196

$

$

$

372,196

AFS securities

 

2,252,365

 

57,906

 

2,194,459

 

 

2,252,365

HTM securities

 

855,418

 

 

820,007

 

3,092

 

823,099

Restricted stock

 

87,616

 

 

87,616

 

 

87,616

LHFS

 

14,213

 

 

14,213

 

 

14,213

LHFI, net of deferred fees and costs

 

14,584,280

 

 

 

14,200,627

 

14,200,627

Financial Derivatives(1)

 

73,730

 

 

73,730

 

 

73,730

Accrued interest receivable

 

78,088

 

 

78,088

 

 

78,088

BOLI

 

443,537

 

 

443,537

 

 

443,537

LIABILITIES

 

  

 

  

 

  

 

  

 

  

Deposits

$

16,455,910

$

$

16,455,439

$

$

16,455,439

Borrowings

 

798,910

 

 

735,301

 

 

735,301

Accrued interest payable

 

10,392

 

 

10,392

 

 

10,392

Financial Derivatives(1)

 

197,533

 

 

197,533

 

 

197,533

(1) Includes hedged and non-hedged derivatives.

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Table of Contents

    

Fair Value Measurements at December 31, 2022 using

Quoted Prices

Significant

in Active

Other

Significant

Markets for

Observable

Unobservable

Total Fair

Identical Assets

Inputs

Inputs

Value

Carrying

Value

Level 1

Level 2

Level 3

Balance

ASSETS

Cash and cash equivalents

$

319,948

$

319,948

$

$

$

319,948

AFS securities

 

2,741,816

 

56,606

 

2,685,210

 

 

2,741,816

HTM securities

 

847,732

 

 

798,778

 

3,109

 

801,887

Restricted stock

 

120,213

 

 

120,213

 

 

120,213

LHFS

3,936

 

3,936

 

3,936

LHFI, net of deferred fees and costs

 

14,449,142

 

 

 

13,974,926

 

13,974,926

Financial Derivatives(1)

 

80,310

 

 

80,310

 

 

80,310

Accrued interest receivable

 

81,953

 

 

81,953

 

 

81,953

BOLI

 

440,656

 

 

440,656

 

 

440,656

LIABILITIES

 

  

 

  

 

  

 

  

 

  

Deposits

$

15,931,677

$

$

15,927,361

$

$

15,927,361

Borrowings

 

1,708,700

 

 

1,645,095

 

 

1,645,095

Accrued interest payable

 

5,268

 

 

5,268

 

 

5,268

Financial Derivatives(1)

 

236,000

 

 

236,000

 

 

236,000

The carrying values(1) Includes hedged and estimated fair values of the Company’s financial instruments at June 30, 2022 and December 31, 2021 are as follows (dollars in thousands):non-hedged derivatives.

Fair Value Measurements at June 30, 2022 using

    

    

Quoted Prices

    

Significant

    

    

in Active

Other

Significant

Markets for

Observable

Unobservable

Total Fair

Identical Assets

Inputs

Inputs

Value

Carrying

 

Value

Level 1

Level 2

Level 3

Balance

ASSETS

Cash and cash equivalents

$

241,376

$

241,376

$

0

$

0

$

241,376

AFS securities

 

2,951,421

 

58,817

 

2,892,604

 

0

 

2,951,421

HTM securities

 

780,749

 

0

 

738,397

 

4,822

 

743,219

Restricted stock

 

87,908

 

0

 

87,908

 

0

 

87,908

LHFS

 

15,866

 

0

 

15,866

 

0

 

15,866

Net loans

 

13,551,224

 

0

 

0

 

13,058,756

 

13,058,756

Derivatives:

 

  

 

  

 

  

 

  

 

  

Interest rate contracts

 

34,354

 

0

 

34,354

 

0

 

34,354

Fair value hedges

 

1,171

 

0

 

1,171

 

0

 

1,171

Accrued interest receivable

 

67,231

 

0

 

67,231

 

0

 

67,231

BOLI

 

436,703

 

0

 

436,703

 

0

 

436,703

LIABILITIES

 

  

 

  

 

  

 

  

 

  

Deposits

$

16,128,635

$

0

$

16,142,580

$

0

$

16,142,580

Borrowings

 

797,948

 

0

 

466,601

 

0

 

466,601

Accrued interest payable

 

1,349

 

0

 

1,349

 

0

 

1,349

Derivatives:

 

  

 

  

 

  

 

  

 

  

Interest rate contracts

 

146,260

 

0

 

146,260

 

0

 

146,260

Fair value hedges

 

37

 

0

 

37

 

0

 

37

    

Fair Value Measurements at December 31, 2021 using

Quoted Prices

Significant

in Active

Other

Significant

Markets for

Observable

Unobservable

Total Fair

Identical Assets

Inputs

Inputs

Value

Carrying

Value

Level 1

Level 2

Level 3

Balance

ASSETS

Cash and cash equivalents

$

802,501

$

802,501

$

0

$

0

$

802,501

AFS securities

 

3,481,650

 

64,474

 

3,417,176

 

0

 

3,481,650

HTM securities

 

628,000

 

0

 

686,733

 

7,041

 

693,774

Restricted stock

 

76,825

 

0

 

76,825

 

0

 

76,825

LHFS

20,861

0

 

20,861

 

0

20,861

Net loans

 

13,096,056

 

0

 

0

 

12,861,274

 

12,861,274

Derivatives:

 

  

 

  

 

  

 

  

 

  

Interest rate contracts

 

73,696

 

0

 

73,696

 

0

 

73,696

Accrued interest receivable

 

65,015

 

0

 

65,015

 

0

 

65,015

BOLI

 

431,517

 

0

 

431,517

 

0

 

431,517

LIABILITIES

 

  

 

  

 

  

 

  

 

  

Deposits

$

16,611,068

$

0

$

16,630,087

$

0

$

16,630,087

Borrowings

 

506,594

 

0

 

488,796

 

0

 

488,796

Accrued interest payable

 

933

 

0

 

933

 

0

 

933

Derivatives:

 

  

 

  

 

  

 

  

 

  

Interest rate contracts

 

49,051

 

0

 

49,051

 

0

 

49,051

Fair value hedges

 

5,387

 

0

 

5,387

 

0

 

5,387

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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 market interest ratesrate 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. Borrowers with fixed rate obligations, however, 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 by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

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11. REVENUE

The majority of the Company’s noninterest income comes from short term contracts associated with fees for services provided on deposit accounts, credit cards, and wealth management accounts and is being accounted for in accordance with Topic 606. Typically, the duration of a contract does not extend beyond the services performed; therefore, the Company concluded that discussion regarding contract balances is immaterial.

The Company’s performance obligations on revenue from interchange fees and deposit accounts are generally satisfied immediately, when the transaction occurs, or by month-end. Performance obligations on revenue from fiduciary and asset management fees are generally satisfied monthly or quarterly. For a majority of fee income on deposit accounts, the Company is a principal, controlling the promised good or service before transferring it to the customer. For the majority of income related to wealth management income, the Company is an agent, responsible for arranging for the provision of goods and services by another party.

Mortgage banking income is earned when the originated loans are sold to an investor on the secondary market. The loans are classified as LHFS prior to being sold. Additionally, the changes in fair value of the LHFS, loan commitments, and related derivatives are included in mortgage banking income.

Noninterest income disaggregated by major source for the three and six months ended June 30, 2022 and 2021, consisted of the following (dollars in thousands):

    

Three Months Ended

 

Six Months Ended

June 30, 

June 30, 

 

June 30, 

June 30, 

2022

2021

 

2022

2021

Noninterest income:

 

  

 

  

  

 

  

Deposit Service Charges (1):

 

  

 

  

  

 

  

Overdraft fees

$

5,305

$

4,136

$

10,299

$

7,217

Maintenance fees & other

 

2,735

 

2,471

 

5,338

 

4,899

Other service charges, commissions, and fees (1)

 

1,709

 

1,735

 

3,364

 

3,436

Interchange fees(1)

 

2,268

 

2,203

 

4,078

 

4,050

Fiduciary and asset management fees (1):

 

 

 

 

Trust asset management fees

 

3,299

 

2,985

 

6,690

 

5,893

Registered advisor management fees

 

2,438

 

2,463

 

5,088

 

4,790

Brokerage management fees

 

1,202

 

1,371

 

2,416

 

2,611

Mortgage banking income

 

2,200

 

4,619

 

5,317

 

12,874

Bank owned life insurance income

 

2,716

 

3,209

 

5,413

 

5,475

Loan-related interest rate swap fees

 

2,600

 

1,321

 

6,460

 

3,075

Other operating income (2)

 

11,814

 

1,953

 

13,976

 

5,131

Total noninterest income

$

38,286

$

28,466

$

68,439

$

59,451

(1)Income within scope of Topic 606.

(2)Includes a $9.1 million gain related to the sale of DHFB, for the three and six months ended June 30, 2022.

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12. EARNINGS PER SHARE

Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, including the effect of dilutive potential common shares outstanding attributable to stock awards.

The following table presents basic and diluted EPS calculations for the three and six months ended June 30,March 31, 2023 and 2022 and 2021 (dollars in thousands except per share data):

Three Months Ended

Six Months Ended

Three Months Ended

June 30, 

June 30, 

March 31, 

2022

2021

2022

2021

2023

2022

Net Income:

Net Income

$

62,226

$

85,384

$

105,916

$

141,573

$

35,653

$

43,690

Less: Preferred Stock Dividends

2,967

2,967

5,934

5,934

2,967

2,967

Net income available to common shareholders

$

59,259

$

82,417

$

99,982

$

135,639

$

32,686

$

40,723

Weighted average shares outstanding, basic

 

74,848

 

78,820

 

75,194

 

78,842

 

74,832

 

75,545

Dilutive effect of stock awards

 

2

 

24

 

7

 

22

 

3

 

11

Weighted average shares outstanding, diluted

 

74,850

 

78,844

 

75,201

 

78,864

 

74,835

 

75,556

Earnings per common share, basic

$

0.79

$

1.05

$

1.33

$

1.72

$

0.44

$

0.54

Earnings per common share, diluted

$

0.79

$

1.05

$

1.33

$

1.72

$

0.44

$

0.54

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12. SEGMENT REPORTING AND REVENUE

Operating Segments

Prior to the third quarter of 2022, the Company had one reportable operating segment, the Bank; however, in the third quarter of 2022, the Company completed system conversions that allow its chief operating decision makers to evaluate the business, establish the overall business strategy, allocate resources, and assess business performance within two reportable operating segments—Wholesale Banking and Consumer Banking—while corporate support functions such as corporate treasury and others will be included in Corporate Other. As a result, the Company restated its segment information for the three months ended March 31, 2022 and under the new basis with two reportable operating segments.

Effective January 1, 2023, the Company made an organizational change to move certain lines of business in the wealth management division that primarily serve Wholesale Banking customers from the Consumer Banking segment to the Wholesale Banking segment. As a result, the Company re-allocated $9.6 million of goodwill from the Consumer Banking segment to the Wholesale Banking segment and restated its prior segment information for the year ended December 31, 2022, based on this organizational change. Goodwill was evaluated for impairment prior to and immediately following the organizational change. Refer to Note 4 “Goodwill and Intangible Assets” within this Item 1 “Financial Statements” of this Quarterly Report for additional information.

As of March 31, 2023, the Company’s operating segments include the following:

Wholesale Banking: The Wholesale Banking segment provides loan and deposit services, as well as treasury management, SBA lending, and capital market services to wholesale customers primarily throughout Virginia, Maryland, North Carolina, and South Carolina. These customers include commercial real estate and commercial and industrial customers. This segment also includes the Company’s public finance subsidiary and the equipment finance subsidiary, which has nationwide exposure. The private banking and trust businesses also reside in the Wholesale Banking segment.
Consumer Banking: The Consumer Banking segment provides loan and deposit services to consumers and small businesses throughout Virginia, Maryland, and North Carolina. Consumer Banking includes the home loan division and investment management and advisory services businesses.
Corporate Other: Corporate Other includes the Company’s Corporate Treasury functions, such as management of the investment securities portfolio, long-term debt, short-term liquidity and funding activities, balance sheet risk management, and other corporate support functions, as well as intercompany eliminations.

Segment Reporting Methodology

The Company’s segment reporting is based on a “management approach” as described in Note 1 “Summary of Significant Accounting Policies” of the Company’s 2022 Form 10-K. Inter-segment transactions are recorded at cost and eliminated as part of the consolidation process. A management fee for operations and administrative support services is charged to all subsidiaries and eliminated in the consolidated totals. For additional information on the methodologies used in preparing the operating segment results, refer to Note 17 “Segment Reporting and Revenue” in the Company’s 2022 Form 10-K.

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Segment Results

The following tables present the Company’s operating segment results for the three months ended March 31, 2023 and 2022 (dollars in thousands):

Wholesale Banking

Consumer Banking

Corporate Other

Total

Three Months Ended March 31, 2023

Net interest income

$

67,540

$

63,145

$

22,758

$

153,443

Provision for credit losses

 

10,487

1,340

23

11,850

Net interest income after provision for credit losses

 

57,053

61,805

22,735

141,593

Noninterest income

 

7,414

12,178

(9,964)

9,628

Noninterest expenses

 

42,314

57,055

8,905

108,274

Income before income taxes

$

22,153

$

16,928

$

3,866

$

42,947

Three Months Ended March 31, 2022

Net interest income

$

71,424

$

48,132

$

11,375

$

130,931

Provision for credit losses

 

1,617

1,183

2,800

Net interest income after provision for credit losses

 

69,807

46,949

11,375

128,131

Noninterest income

 

9,187

16,619

4,347

30,153

Noninterest expenses

 

40,008

55,333

9,980

105,321

Income before income taxes

$

38,986

$

8,235

$

5,742

$

52,963

The following table presents the Company’s operating segment results for key balance sheet metrics as of March 31, 2023 and December 31, 2022 (dollars in thousands):

Wholesale Banking

Consumer Banking

Corporate Other

Total

As of March 31, 2023

LHFI, net of deferred fees and costs (1)

$

11,608,884

$

2,991,423

$

(16,027)

$

14,584,280

Goodwill

639,180

286,031

925,211

Deposits

6,164,567

9,843,565

447,778

16,455,910

As of December 31, 2022

LHFI, net of deferred fees and costs (1)(2)

$

11,476,258

$

2,990,017

$

(17,133)

$

14,449,142

Goodwill (3)

639,180

286,031

925,211

Deposits (4)

6,128,729

9,724,598

78,350

15,931,677

(1) Corporate Other includes acquisition accounting fair value adjustments.

(2) Wholesale Banking includes a $136.6 million reallocation from Consumer Banking due to the January 1, 2023 organizational change discussed above.

(3) Wholesale Banking includes a $9.6 million reallocation from Consumer Banking due to the January 1, 2023 organizational change discussed above.

(4) Wholesale Banking includes a $258.7 million reallocation from Consumer Banking due to the January 1, 2023 organizational change discussed above.

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Revenue

The majority of the Company’s noninterest income is being accounted for in accordance with ASC 606, Revenue from Contracts with Customers and comes from short term contracts associated with fees for services provided on deposit accounts and credit cards from the Consumer and Wholesale Banking segments, as well as fiduciary and asset management fees from the Consumer Banking and Wholesale Banking segments. Refer to Note 17 “Segment Reporting and Revenue” in the Company’s 2022 Form 10-K for additional information on the Company’s contract balances, performance obligations, and mortgage banking income.

Noninterest income disaggregated by major source for the three months ended March 31, 2023 and 2022, consisted of the following (dollars in thousands):

    

Three Months Ended

March 31, 

March 31, 

2023

2022

Noninterest income:

 

  

 

  

Deposit Service Charges (1):

 

  

 

  

Overdraft fees

$

4,823

$

4,994

Maintenance fees & other

 

3,079

 

2,602

Other service charges, commissions, and fees (1)

 

1,746

 

1,655

Interchange fees(1)

 

2,325

 

1,810

Fiduciary and asset management fees (1):

 

 

Trust asset management fees

 

3,107

 

3,391

Registered advisor management fees

 

 

2,660

Brokerage management fees

 

1,155

 

1,204

Mortgage banking income

 

854

 

3,117

Loss on sale of securities

(13,400)

Bank owned life insurance income

 

2,828

 

2,697

Loan-related interest rate swap fees

 

1,439

 

3,860

Other operating income

 

1,672

 

2,163

Total noninterest income

$

9,628

$

30,153

(1)Income within scope of ASC 606, Revenue from Contracts with Customers.

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The following tables present noninterest income disaggregated by reportable operating segment for the three months ended March 31, 2023 and 2022 (dollars in thousands):

Wholesale Banking

Consumer Banking

Corporate Other (1)

Total

Three Months Ended March 31, 2023

Noninterest income:

 

  

 

  

 

  

 

  

Deposit service charges

$

1,975

$

5,927

$

$

7,902

Other service charges and fees

445

1,301

1,746

Fiduciary and asset management fees

3,035

1,227

4,262

Mortgage banking income

854

854

Other income

1,959

2,869

(9,964)

(5,136)

Total noninterest income

$

7,414

$

12,178

$

(9,964)

$

9,628

Three Months Ended March 31, 2022

Noninterest income:

 

  

 

  

 

  

 

  

Deposit service charges

$

1,565

$

6,031

$

$

7,596

Other service charges and fees

435

1,220

1,655

Fiduciary and asset management fees

3,316

3,939

7,255

Mortgage banking income

3,117

3,117

Other income

3,871

2,312

4,347

10,530

Total noninterest income

$

9,187

$

16,619

$

4,347

$

30,153

(1) For the three months ended March 31, 2023, other income includes $13.4 million of losses incurred on the sale of AFS securities. In addition to the loss on sale of AFS securities, other income primarily consists of income from BOLI and equity method investments.

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13. SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events through AugustMay 4, 2022,2023, the date the financial statements were issued.

On July 28, 2022,May 2, 2023, the Company’s Board of Directors declared a quarterly dividend on the outstanding shares of its Series A preferred stock. The Series A preferred stock is represented by depositary shares, each representing a 1/400th ownership interest in a share of Series A preferred stock. The dividend of $171.88 per share (equivalent to $0.43 per outstanding depositary share) is payable on SeptemberJune 1, 20222023 to preferred shareholders of record as of AugustMay 17, 2022.2023.

The Company’s Board of Directors also declared a quarterly dividend of $0.30 per share of common stock. The common stock dividend is payable on August 26, 2022June 2, 2023 to common shareholders of record as of August 12, 2022.May 19, 2023.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Atlantic Union Bankshares Corporation

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of Atlantic Union Bankshares Corporation (the Company) as of June 30, 2022,March 31, 2023, the related consolidated statements of income, comprehensive income, and stockholders’ equity for the three and six-monththree-month periods ended June 30,March 31, 2023 and 2022, and 2021, the consolidated statements of changes in cash flows for the six-monththree-month periods ended June 30,March 31, 2023 and 2022, and 2021, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2021,2022, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated February 25, 2022,23, 2023, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2021,2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Ernst & Young LLP

Richmond, Virginia

AugustMay 4, 20222023

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis is presented to aid the reader in understanding and evaluating the financial condition and results of operations, financial condition, liquidity, and capital resources of the Company.Company and its subsidiaries. This discussion and analysis should be read in conjunction with the Company’s consolidated financial statements, the notes to the financial statements, and the other financial data included in this report, as well as the Company’s 20212022 Form 10-K, including theunder “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section therein. Highlighted in the discussion are material changes from prior reporting periods and identifiable trends materially affecting the Company. Results of operations for the interim periods are not necessarily indicative of results that may be expected for the full year or for any other period. Amounts are rounded for presentation purposes; however, some of the percentages presented are computed based on unrounded amounts.

In management’s discussion and analysis, the Company provides certain financial information determined by methods other than in accordance with U.S. GAAP. These non-GAAP financial measures are a supplement to GAAP, which is used to prepare the Company’s financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. The Company uses the non-GAAP financial measures discussed herein in its analysis of the Company’s performance. The Company’s management believes that these non-GAAP financial measures provide additional understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in the Company’s underlying performance. Non-GAAP financial measures may be identified with the symbol (+) and may be labeled as adjusted.  Refer to the “Non-GAAP Financial Measures” section within this Item 2 for more information about these non-GAAP financial measures, including a reconciliation of these measures to the most directly comparable GAAP financial measures in accordance with GAAP.measures.

FORWARD-LOOKING STATEMENTS

Certain statements in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements regarding our expectations with regard to our business, financial and operating results, including our deposit base and funding and the impact of future economic conditions, anticipated changes in the interest rate environments and potentialthe related impacts on the Company’s net interest margin, futurechanges in economic conditions, management’s belief regarding liquidity and loan and securities portfolios, andcapital resources, estimates with respect to the impacts of the COVID-19 pandemic,earn back period related to our recent balance sheet repositioning, and statements that include other projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such forward-looking statements are based on certain assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties, and other factors, some of which cannot be predicted or quantified, that may cause actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” “continue,” “confidence,” or words of similar meaning or other statements concerning opinions or judgment of the Company and itsour management about future events. Although the Company believeswe believe that itsour expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of itsour existing knowledge of itsour business and operations, there can be no assurance that actual future results, performance, or achievements of, or trends affecting, the Companyus will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such forward-looking statements. Actual future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of or changes in:

market interest rates and thetheir related impacts on macroeconomic conditions, customer and client behavior, the Company’sour funding costs and the Company’sour loan and securities portfolios;
inflation and its impacts on economic growth and customer and client behavior;
adverse developments in the financial industry generally, such as the recent bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior;
the sufficiency of liquidity;

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general economic and financial market conditions, in the United States generally and particularly in the markets in which the Company operateswe operate and which itsour loans are concentrated, including the effects of declines in real estate values, an increase in unemployment levels and slowdowns in economic growth;
monetary and fiscal policies of the U.S. government, including policies of the U.S. Department of the Treasury and the Federal Reserve;
the quality or composition of theour loan or investment portfolios and changes therein;
demand for loan products and financial services in the Company’sour market area;areas;
the Company’sour ability to manage itsour growth or implement itsour growth strategy;

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the effectiveness of expense reduction plans;
the introduction of new lines of business or new products and services;
the Company’sour ability to recruit and retain key employees;
real estate values in the Bank’sour lending area;
an insufficient ACL;
changes in accounting principles, including, without limitation, relating tostandards, rules, and interpretations, and the CECL methodology;related impact on our financial statements;
an insufficient ACL or volatility in the Company’sACL resulting from the CECL methodology, either alone or as that may be affected by inflation, changing interest rates, or other factors;
our liquidity and capital positions;
concentrations of loans secured by real estate, particularly commercial real estate;
the effectiveness of the Company’sour credit processes and management of the Company’sour credit risk;
the Company’sour ability to compete in the market for financial services and increased competition from fintech companies;
technological risks and developments, and cyber threats, attacks, or events;
operational, technological, cultural, regulatory, legal, credit, and other risks associated with the exploration, consummation and integration of potential future acquisitions, whether involving stock or cash considerations;
the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts (such as the ongoing conflict between Russia and Ukraine) or public health events, (such as COVID-19), and of governmental and societal responses thereto; these potential adverse effects may include, without limitation, adverse effects on the ability of the Company'sour borrowers to satisfy their obligations to the Company,us, on the value of collateral securing loans, on the demand for the Company'sour loans or itsour other products and services, on supply chains and methods used to distribute products and services, on incidents of cyberattack and fraud, on the Company’sour liquidity or capital positions, on risks posed by reliance on third-party service providers, on other aspects of the Company'sour business operations and on financial markets and economic growth;
the effect of steps the Company takes in response to the COVID-19 pandemic, the severity and duration of the pandemic, the uncertainty regarding new variants of COVID-19 that have emerged, the speed and efficacy of vaccine and treatment developments, the impact of loosening or tightening of government restrictions, the pace of recovery when the pandemic subsides and the heightened impact it has on many of the risks described herein;
the discontinuation of LIBOR and its impact on the financial markets, and the Company’sour ability to manage operational, legal, and compliance risks related to the discontinuation of LIBOR and implementation of one or more alternate reference rates,rates;
performance by the Company’sour counterparties or vendors;
deposit flows;
the availability of financing and the terms thereof;
the level of prepayments on loans and MBS;mortgage-backed securities;
legislative or regulatory changes and requirements;
actual or potential claims, damages, and fines related to litigation or government actions;actions, which may result in, among other things, additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse consequences;
the effects of changes in federal, state or local tax laws and regulations;
changesany event or development that would cause us to applicable accounting principles and guidelines;conclude that there was an impairment of any asset, including intangible assets, such as goodwill; and
other factors, many of which are beyond the control of the Company.our control.

Please also refer to thesuch other factors as discussed throughout Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the 20212022 Form 10-K and related disclosures in other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking statements, and all of the forward-looking statements made in this report are expressly qualified by the cautionary statements contained or referred to in this Quarterly Report.herein and therein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or itsour businesses or operations. Readers are cautioned not to rely too heavily on the forward-looking statements contained in this Quarterly Report, and undue reliance should not be placed on such forward-looking statements. Forward-looking statements speak only as of the date they are made, and the Company doesmade.

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We do not intend or assume any obligation to update, revise or clarify any forward-looking statements that may be made from time to time by or on behalf of the Company, whether as a result of new information, future events or otherwise.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company’s consolidated financial statements are prepared based on the application of accounting and reporting policies of the Company are in accordance with U.S. GAAP and conform to general practices within the banking industry. The Company’s financial position and results of operations are affected by management’s application of accounting policies, includingwhich require the use of estimates, assumptions, and judgments, madewhich may prove inaccurate or are subject to arrive at the carrying value of assets and liabilities and amounts reported for revenues, expenses, and related disclosures. Differentvariations. Changes in underlying factors, estimates, assumptions in the

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application of these policiesor judgements could result in material changes in the Company’s consolidated financial position and/or results of operations.

Certain accounting policies inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. The Company has identified the allowance for loan and lease losses and fair value measurements as accounting policies that require the most difficult, subjective or complex judgments and, as such, could be most subject to revision as new or additional information becomes available or circumstances change. Therefore, the Company evaluates itsthese accounting policies and related critical accounting estimates and assumptions on an ongoing basis and updates them as needed. Management has discussed the Company’s criticalthese accounting policies and critical accounting estimates summarized below with the Audit Committee of the Board of Directors of the Company.Directors.

The Company provides additional information on its critical accounting estimates in Note 1 “Summary of Significant Accounting Policies” in Part I, Item 1 of this Quarterly Report and reporting policies include the Company’s accounting for the ALLL, acquired loans,under “Management’s Discussion and goodwill.Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in its 2022 Form 10-K. The Company’s accounting policies are fundamental to understanding the Company’s consolidated financial position and consolidated results of operations. Accordingly, the Company’s significant accounting policies are discussed in detail in Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 "Financial Statements and Supplementary Data" of the Company’s 20212022 Form 10-K.

The Company provides additional information on its critical accounting policies and estimates under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in its 2021 Form 10-K and in Note 1 “Summary of Significant Accounting Policies” in Part I, Item 1 of this Quarterly Report.

RECENT ACCOUNTING PRONOUNCEMENTS (ISSUED BUT NOT FULLY ADOPTED)

In March 2022,2023, the FASB issued ASU No. 2022-02 2023-02 “Financial Instruments-Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Losses (Topic 326): Troubled Debt RestructuringsStructures Using the Proportional Amortization Method. Prior to the issuance of ASU 2023-02, companies could only apply the proportional amortization method to low-income-housing tax credit structures. Topic 323 allows for the expansion of use of the proportional amortization method to all tax equity investments that meet certain conditions. Under the proportional amortization method, the initial cost of the investment is amortized in proportion to the income tax credits and Vintage Disclosures.” This guidance eliminates the accounting guidance for TDRs by creditors, while enhancing disclosure requirements for certain loan refinancingsother income tax benefits received and restructurings by creditors whenpresents this net amount as a borrower is experiencing financial difficulty. In addition, for public business entities, the amendments require disclosurecomponent of current period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20.income tax expense (benefit). The amendments are effective for fiscal years beginning after December 15, 2022,2023, including interim periods within those fiscal years. Early adoption of the amendments is permitted if ASU 2016-13 has been adopted, including adoption in an interim period.permitted. The Company is evaluating the impact ASU No. 2022-022023-02 will have on its consolidated financial statements.

In March 2022, the FASB issued ASU No. 2022-01 “Derivatives and Hedging (Topic 815): Fair Value Hedging- Portfolio Layer Method” to allow nonprepayable financial assets to be included in a closed portfolio hedge using the portfolio layer method and to allow multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments. The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted if the amendments in ASU 2017-12 have been adopted for the corresponding period. The Company is evaluating the impact ASU No. 2022-01 will have on its consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This guidance provides temporary, optional guidance to ease the potential burden in accounting for reference rate reform associated with the LIBOR transition. LIBOR and other interbank offered rates are widely used benchmark or reference rates that have been used in the valuation of loans, derivatives, and other financial contracts. Global capital markets are going to be required to move away from LIBOR and other interbank offered rates and toward rates that are more observable or transaction based and less susceptible to manipulation. Topic 848 provides optional expedients and exceptions, subject to meeting certain criteria, for applying current GAAP to contract modifications and hedging relationships, for contracts that reference LIBOR or another reference rate expected to be discontinued. Topic 848 is intended to help stakeholders during the global market-wide reference rate transition period. The amendments are effective as of March 12, 2020 through December 31, 2022 and can be adopted at an instrument level. As of March 31, 2021, the Company utilized the expedient to assert probability of hedged interest as detailed in Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2021 Form 10-K. The Company may incorporate other components of Topic 848 at a later date as it continues to evaluate the remaining components of Topic 848 and its impact to the Company.

ABOUT ATLANTIC UNION BANKSHARES CORPORATION

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (Nasdaq: AUB)(NYSE: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has 114109 branches and approximately 130125 ATMs located throughout Virginia and in portions of Maryland and North Carolina. Certain non-bank financial services affiliates of Atlantic

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Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers variouslines of insurance products.

Effective June 30, 2022, the Company completed the sale of DHFB, which was formerly a subsidiary of the Bank.

Shares of the Company’s common stock are traded on the Nasdaq Global Select Market New York Stock Exchange under the symbol "AUB". Additional information is available on the Company’s website at https://investors.atlanticunionbank.com. The information contained on the Company’s website is not a part of or incorporated into this Quarterly Report.

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RESULTS OF OPERATIONS

SIGNIFICANT ACTIVITIESEXECUTIVE OVERVIEW

Share Repurchase ProgramRecent Events and Industry Developments

On December 10, 2021,In March 2023, the Company’s Boardbanking industry experienced significant volatility due to two recent high-profile bank failures, and in April 2023, there was a third bank failure that has contributed to additional volatility during April and May. These recent bank failures have resulted in significant concerns within the banking industry related to liquidity, deposit outflows, and unrealized losses on investment securities. These concerns and volatility in the banking industry may persist if other industry participants experience similar high-profile financial challenges or if other banks are closed by federal or state banking regulators. These recent events in the banking industry have reinforced the importance of Directors authorizedmaintaining access to diverse sources of funding and the benefits of a share repurchase program to purchase up to $100.0 millionrobust and stable deposit base, but the continuing impact of the Company’s common stock through December 9, 2022volatility and turmoil in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and / or Rule 10b-18 under the Exchange Act. As part of the Repurchase Program, approximately 1.3 million shares (or $48.2 million) were repurchased during the six months ended June 30, 2022, and of these shares approximately 649,000 shares (or $23.2 million) were repurchased during the second quarter of 2022. At June 30, 2022, approximately $51.8 million of share repurchases remain available under the Repurchase Program.

Strategic Initiatives

During the fourth quarter of 2021,banking industry on the Company, took certain actions to reduce expenses in light of the period's prevailing and expected operating environment, including the closure of the Company’s operations center and consolidation of 16 branches, all of which were completed in March 2022. These actions resulted in restructuring expenses in the first quarter of 2022 of approximately $5.5 million, primarily related to lease and other asset write downs, as well as severance costs. There were no significant branch closing and facility consolidation costs for the quarter ended June 30, 2022.

COVID-19 UPDATE

The Company’s financial performance generally, and in particular the ability of its borrowers to repay their loans, the value of collateral securing those loans, as well as demand for loans and other products and services the Company offers, is highly dependent on the business environment in its primary markets where it operates and in the United States as a whole. COVID-19 has had, and may have in the future, a wide range of economic impacts nationally and in the Company’s primary markets. The Company will carefully monitor any future economic impacts attributable to the COVID-19 pandemic and potential impact on the Company’s borrowers and their ability to repay loans.

Since the start of the pandemic, the Company has taken and is continuing to take precautions to protect the safety and well-being of the Bank’s employees and customers during COVID-19. The Bank continues to follow guidance issued by the Centers for Disease Control and Prevention, state health authorities, and state and local executive orders where our branches and corporate offices are located. The Bank remains focused on the safety and well-being of its employees and customers during COVID-19 and is committed to safely and responsibly operating its branch network and maintaining appropriate staffing in each branch.

COVID-19 has adversely affected the Company’s business, financial condition and results of operations sincefor the first quarterremainder of 2020. The duration, nature and severity of future impacts of COVID-19 on the Company’s operational and financial performance will depend on future developments with respect to COVID-19, many of which remain highly2023, is uncertain and cannot be predicted.

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TableIn light of Contents

SUMMARY OF QUARTERLY FINANCIAL RESULTS

Second Quarter Net Incomethe recent events in the banking industry, a continued rising interest rate environment and Performance Metrics

Net income available to common shareholders was $59.3 million and basic and diluted EPS was $0.79 for the second quarter of 2022, compared to $82.4 million and $1.05 for the second quarter of 2021.
Adjusted operating earnings available to common shareholders(+) totaled $51.3 million and diluted adjusted operating EPS(+) was $0.69 for the second quarter of 2022, compared to adjusted operating earnings available to common shareholders(+) of $82.4 million and diluted adjusted operating EPS(+) of $1.05 for the second quarter of 2021.

Six Month Net Incomepersistent concerns about recessionary conditions in the U.S. economy during 2023 or 2024, the Company continues to actively monitor balance sheet trends, deposit flows, and Performance Metrics

Net income available to common shareholders was $100.0 million and basic and diluted EPS was $1.33 for the first six months of 2022, compared to $135.6 million and $1.72 for the first six months of 2021.
Adjusted operating earnings available to common shareholders(+) totaled $96.4 million and diluted adjusted operating EPS(+) was $1.28 for the first six months of 2022, compared to adjusted operating earnings available to common shareholders(+) of $147.9 million and diluted adjusted operating EPS(+) of $1.88 for the first six months of 2021.

Saleliquidity needs to ensure that the Company and the Bank are able to meet the needs of Dixon, Hubard, Feinour & Brown, Inc.

Effective June 30, 2022, the Company transferred its ownership interest in DHFB, which was formerly a subsidiary of the Bank to CSP in exchange for a minority ownership interest in CSP, resulting in a $9.1 million pre-tax gain.

Balance Sheet

At June 30, 2022, total assets were $19.7 billion, a decrease of $403.0 million or approximately 4.1% (annualized) from December 31, 2021. The decrease in total assets was primarily due to a decline in the investment securities portfolio of $366.4 million primarily due to the impact of market interest rate increases on the market value of the AFS securities portfolio, partially offset by the net impact of the decrease in cash and cash equivalents of $561.1 million, which was deployed primarily to fund loans which increased by $460.0 million from December 31, 2021, but also reflects the impact of net deposit outflows. The Company may experience additional declines in the market value of the AFS securities portfolio if market interest rates continue to increase through the remainder of 2022.
LHFI (net of deferred fees and costs) were $13.7 billion, including $21.7 million in PPP loans at June 30, 2022, an increase of $460.0 million or 7.0% (annualized) from December 31, 2021. Excluding the impact of the PPP(+), LHFI (net of deferred fees and costs) increased $588.2 million or 9.1% (annualized) during this period.
Total deposits were $16.1 billion at June 30, 2022, a decrease of $482.4 million or 5.9% (annualized) from December 31, 2021.

the Bank’s customers and maintain financial flexibility. During the first quarter of 2023, the Company’s LHFI, net of deferred fees and costs, and total deposits increased from the prior quarter by $135.1 million and $524.2 million, respectively, and the Company’s short-term borrowings decreased by $910.1 million from the prior quarter largely driven by repayments funded by the Company’s sale of $505.7 million of AFS securities during the first quarter of 2023. As of March 31, 2023, the Company estimates that approximately 72.1% of the Company’s deposits were insured or collateralized, and that the Company maintained available liquidity sources to cover approximately 130% of uninsured and uncollateralized deposits. In addition, to further bolster the Company’s funding position during the first quarter, the Company augmented customer deposit growth by also increasing brokered deposits by approximately $370.5 million from the prior quarter.

Despite the negative developments within the broader banking industry during the first quarter of 2023, the Company’s and the Bank’s regulatory capital ratios continued to exceed the standards to be considered well-capitalized under regulatory requirements. See “Capital Resources” within this Item 2 for additional information about the Company’s regulatory capital.

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TableThe Company is continually monitoring the impact of Contents

Net Interest Income

For the Three Months Ended

June 30, 

    

2022

    

2021

    

Change

    

(Dollars in thousands)

Average interest-earning assets

$

17,646,470

$

17,868,938

$

(222,468)

 

  

Interest and dividend income

$

148,755

$

150,852

$

(2,097)

 

  

Interest and dividend income (FTE) (+)

$

152,332

$

153,996

$

(1,664)

 

  

Yield on interest-earning assets

 

3.38

%  

 

3.39

%  

 

(1)

 

bps

Yield on interest-earning assets (FTE) (+)

 

3.46

%  

 

3.46

%  

 

 

bps

Average interest-bearing liabilities

$

11,590,351

$

11,846,623

$

(256,272)

 

  

Interest expense

$

9,988

$

10,304

$

(316)

 

  

Cost of interest-bearing liabilities

 

0.35

%  

 

0.35

%  

 

 

bps

Cost of funds

 

0.22

%  

 

0.23

%  

 

(1)

 

bps

Net interest income

$

138,767

$

140,548

$

(1,781)

 

  

Net interest income (FTE) (+)

$

142,344

$

143,692

$

(1,348)

 

  

Net interest margin

 

3.15

%  

 

3.15

%  

 

 

bps

Net interest margin (FTE) (+)

 

3.24

%  

 

3.23

%  

 

1

 

bps

Forother various global and national events on the second quarterCompany’s results of 2022, netoperations and financial condition, including inflation, rising interest income was $138.8 million, a decrease of $1.8 million fromrates, and geopolitical conflicts (such as the second quarter of 2021. For the second quarter of 2022, net interest income (FTE)(+) was $142.3 million, a decrease of $1.3 million from the second quarter of 2021. In the second quarter of 2022, net interest margin was consistent with the second quarter of 2021,ongoing conflict between Russia and net interest margin (FTE)(+) increased 1 basis point to 3.24% from 3.23% compared to the second quarter of 2021. The declines in net interest income and net interest income (FTE)(+) were primarily the result of lower PPP interest income and fees, partially offset by higher interest incomeUkraine). Inflation has risen as a result of adjusted loan growth(+), and higher investment interest income due to growth in the average balance of the investment portfolio.

For the Six Months Ended

June 30, 

    

2022

    

2021

    

Change

    

(Dollars in thousands)

Average interest-earning assets

$

17,765,085

$

17,781,005

$

(15,920)

 

  

Interest and dividend income

$

287,212

$

298,525

$

(11,313)

 

  

Interest and dividend income (FTE) (+)

$

294,124

$

304,722

$

(10,598)

 

  

Yield on interest-earning assets

 

3.26

%  

 

3.39

%  

 

(13)

 

bps

Yield on interest-earning assets (FTE) (+)

 

3.34

%  

 

3.46

%  

 

(12)

 

bps

Average interest-bearing liabilities

$

11,693,601

$

11,955,610

$

(262,009)

 

  

Interest expense

$

17,514

$

23,079

$

(5,565)

 

  

Cost of interest-bearing liabilities

 

0.30

%  

 

0.39

%  

 

(9)

 

bps

Cost of funds

 

0.20

%  

 

0.27

%  

 

(7)

 

bps

Net interest income

$

269,698

$

275,446

$

(5,748)

 

  

Net interest income (FTE) (+)

$

276,610

$

281,643

$

(5,033)

 

  

Net interest margin

 

3.06

%  

 

3.12

%  

 

(6)

 

bps

Net interest margin (FTE) (+)

 

3.14

%  

 

3.19

%  

 

(5)

 

bps

For the first six months of 2022, net interest income was $269.7 million, a decrease of $5.7 million from the same period of 2021. For the first six months of 2022, net interest income (FTE)(+) was $276.6 million, a decrease of $5.0 million from the same period of 2021. In the first six months of 2022, net interest margin decreased 6 bps to 3.06% from 3.12% in the first six months of 2021,economic activity and net interest margin (FTE)(+) decreased 5 bps to 3.14% from 3.19% in the first six months of 2021. The declines in net interest margindemand for goods and net interest margin (FTE)(+) were primarily the result of lower PPP interest incomeservices, as well as labor shortages and fees,

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Table of Contents

partially offset by higher interest income asglobal supply chain issues. As a result, of adjusted loan growth(+),market interest rates began to rise during 2022 after an extended period at historical lows, and higher investment interest income due to growth in the average balance of the investment portfolio, and lower cost of funds.

On March 16, 2022, the FOMC began to increase itsincreased the Federal Funds target rates to a range of 0.25% to 0.50%, which was the first increase since December 2018. The FOMC further increased the target rates in May, June,throughout 2022 and July 20222023 to its current range of 2.25%5.00% to 2.5%5.25%. The FOMC also foreshadowed potential further increaseshas noted that it will closely monitor incoming information and assess the implications for monetary policy in determining future actions with respect to the target rates throughout the year and also confirmed the continued reduction to the Federal Reserve’s holdings of U.S. Treasury securities and agency debt and agency mortgage-backed securities.MBS. These developments helped drive the meaningful increase in deposit costs and deposit competition that the Company experienced during the first quarter of 2023. The Company anticipates that the net impact of these FOMC actionsfactors will result in an expansion ona continued contraction of its net interest margin duemargin. The timing and impact of inflation, market interest rates, and the competitive landscape of deposits on the Company's business and results of operations will depend on future developments, which are highly uncertain and difficult to predict. The Company will continue to deploy various asset liability management strategies to seek to manage the Company's risk related to interest rate fluctuations. Refer to “Liquidity” within this Item 2 for additional information about the Company’s asset-sensitive position at June 30, 2022. Refer toliquidity and “Quantitative and Qualitative Disclosures about Market Risk” in Part II, Item 3 of this Quarterly Report for additional information about the Company’s interest rate sensitivity.

Strategic Initiatives

On January 18, 2023, February 9, 2023, and March 6th through the 9

th of 2023, the Company executed a balance sheet repositioning strategy and sold AFS securities with a total book value of $505.7 million at a pre-tax loss of $13.4 million and used the net proceeds to reduce existing high costing FHLB borrowings. The deleverage strategy provides the Company with

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Table of Contents

improved liquidity, enhanced tangible common equity, and additional run rate earnings. The Company estimates the loss will be earned back in approximately two years.

During the first quarter of 2022, the Company closed its operations center and consolidated 16 branches, resulting in restructuring expenses in the first quarter of 2022 of approximately $5.5 million, primarily related to real estate lease and other asset write downs, as well as severance costs. There were no significant branch closing and facility consolidation costs for the first quarter of 2023.

SUMMARY OF FINANCIAL RESULTS

Net Income & Performance Metrics

Net income available to common shareholders was $32.7 million and basic and diluted EPS was $0.44 for the first quarter of 2023, compared to $40.7 million and $0.54 for the first quarter of 2022.
Excluding a pre-tax loss on the sale of securities of $13.4 million due to the sale of AFS securities and a $5.0 million legal reserve associated with an ongoing and previously disclosed regulatory matter, the Company reported for the quarter ended March 31, 2023, adjusted operating earnings available to common shareholders(+)of $47.2 million and adjusted diluted operating EPS (+) of $0.63, compared to adjusted operating earnings available to common shareholders(+) of $45.1 million and diluted adjusted operating EPS(+) of $0.60 for the first quarter of 2022.

Balance Sheet

Total assets were $20.1 billion at March 31, 2023, a decrease of $357.8 million or approximately 7.1% (annualized) from December 31, 2022. Total assets decreased during the first quarter primarily due to a decline in the investment securities portfolio of $514.4 million due to the sale of AFS securities as part of the Company’s balance sheet repositioning strategy executed during the quarter. The decrease in assets during the first quarter was partially offset by a $135.1 million increase in LHFI, net of deferred fees and costs, driven by loan growth.
Total LHFI, net of deferred fees and costs, were $14.6 billion at March 31, 2023, an increase of $135.1 million or 3.8% (annualized) from December 31, 2022.
Total investments were $3.2 billion at March 31, 2023, a decrease of $514.4 million from December 31, 2022. AFS securities totaled $2.3 billion at March 31, 2023, compared to $2.7 billion at December 31, 2022. At March 31, 2023, total net unrealized losses on the AFS securities portfolio were $407.9 million, an improvement of $54.7 million from total net unrealized losses on AFS securities of $462.6 at December 31, 2022. HTM securities are carried at cost and totaled $855.4 million at March 31, 2023, compared to $847.7 million at December 31, 2022 and have net unrealized losses of $32.3 million at March 31, 2023, an improvement of $13.5 million from net unrealized losses on HTM securities of $45.8 at December 31, 2022, due primarily to changes in interest rates and market conditions during the first quarter.
At March 31, 2023, total deposits were $16.5 billion, an increase of $524.2 million or approximately 13.3% (annualized) from December 31, 2022, due to a $829.5 million increase in interest-bearing deposits, which includes approximately $377.9 million in brokered deposits, partially offset by a $305.2 million decrease in demand deposits, as customers moved funds from lower to higher yielding deposit products.

Net Interest Income

Net interest income, which represents the principal source of revenue for the Company, is the amount by which interest income exceeds interest expense. The net interest margin is net interest income expressed as a percentage of average earning assets. Changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as their respective yields and rates, have a significant impact on the level of net interest income, the net interest margin, and net income.

The following tables showtable shows interest income on earning assets and related average yields, as well as interest expense on interest-bearing liabilities and related average rates paid for the periods indicated:

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Table of Contents

For the Three Months Ended

March 31, 

    

2023

    

2022

    

Change

    

(Dollars in thousands)

Average interest-earning assets

$

18,238,088

$

17,885,018

$

353,070

 

  

Interest and dividend income

$

217,546

$

138,456

$

79,090

 

  

Interest and dividend income (FTE) (+)

$

221,334

$

141,792

$

79,542

  

Yield on interest-earning assets

 

4.84

%  

 

3.14

%  

 

170

bps

Yield on interest-earning assets (FTE) (+)

 

4.92

%  

 

3.22

%  

 

170

 

bps

Average interest-bearing liabilities

$

12,846,109

$

11,797,999

$

1,048,110

 

  

Interest expense

$

64,103

$

7,525

$

56,578

 

  

Cost of interest-bearing liabilities

 

2.02

%  

 

0.26

%  

 

176

 

bps

Cost of funds

 

1.42

%  

 

0.18

%  

 

124

 

bps

Net interest income

$

153,443

$

130,931

$

22,512

 

  

Net interest income (FTE) (+)

$

157,231

$

134,267

$

22,964

 

  

Net interest margin

 

3.41

%  

 

2.97

%  

 

44

 

bps

Net interest margin (FTE) (+)

 

3.50

%  

 

3.04

%  

 

46

 

bps

For the first quarter of 2023, net interest income was $153.4 million, an increase of $22.5 million from the first quarter of 2022. For the first quarter of 2023, net interest income (FTE)(+) was $157.2 million, an increase of $23.0 million from the first quarter of 2022. In the first quarter of 2023, net interest margin increased 44 bps to 3.41% from 2.97% in the first quarter of 2022, and net interest margin (FTE)(+) increased 46 bps to 3.50% from 3.04% compared to the same period of 2022. The increases in net interest income and net interest income (FTE)(+) were primarily driven by higher loan yields due to increased short-term interest rates and higher average loans, as well as increases in investment income primarily due to higher yields on taxable securities, driven by the higher short-term interest rates, partially offset by a decrease in the securities portfolio balance due to the sale of $505.7 million of AFS securities in the first quarter of 2023, as the Company executed a balance sheet repositioning strategy. These increases were partially offset by an increase in interest expense due to higher deposit costs and borrowings due to increased market interest rates, as well as changes in the deposit mix as depositors migrated to higher costing interest bearing deposit accounts at the end of 2022 and into the first quarter of 2023.

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Table of Contents

The following table shows interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the periods indicated (dollars in thousands):

AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)

For the Three Months Ended June 30, 

 

For the Three Months Ended March 31, 

 

2022

2021

 

2023

2022

 

    

    

Interest

    

    

    

Interest

    

 

    

    

Interest

    

    

    

Interest

    

 

Average

Income /

Yield /

Average

Income /

Yield /

 

Average

Income /

Yield /

Average

Income /

Yield /

 

Balance

Expense (1)

Rate (1)(2)

Balance

Expense (1)

Rate (1)(2)

 

 

(Dollars in thousands)

Balance

Expense (1)

Rate (1)(2)

Balance

Expense (1)

Rate (1)(2)

 

Assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Securities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Taxable

$

2,322,024

$

14,695

 

2.54

%  

$

2,028,637

$

10,519

 

2.08

%

$

2,038,215

$

16,753

 

3.33

%  

$

2,617,156

$

13,666

 

2.12

%

Tax-exempt

 

1,608,888

 

13,465

 

3.36

%  

 

1,391,692

 

12,249

 

3.53

%

 

1,429,346

 

11,782

 

3.34

%  

 

1,581,426

 

13,240

 

3.40

%

Total securities

 

3,930,912

 

28,160

 

2.87

%  

 

3,420,329

 

22,768

 

2.67

%

 

3,467,561

 

28,535

 

3.34

%  

 

4,198,582

 

26,906

 

2.60

%

Loans, net (3)

 

13,525,529

 

123,764

 

3.67

%  

 

13,971,939

 

130,840

 

3.76

%

 

14,505,611

 

191,178

 

5.35

%  

 

13,300,789

 

114,602

 

3.49

%

Other earning assets

 

190,029

 

408

 

0.86

%  

 

476,670

 

388

 

0.33

%

 

264,916

 

1,621

 

2.48

%  

 

385,647

 

284

 

0.30

%

Total earning assets

 

17,646,470

$

152,332

 

3.46

%  

 

17,868,938

$

153,996

 

3.46

%

 

18,238,088

$

221,334

 

4.92

%  

 

17,885,018

$

141,792

 

3.22

%

Allowance for credit losses

 

(103,211)

 

  

 

(137,997)

 

  

 

  

Allowance for loan and lease losses

 

(112,172)

 

  

 

(100,342)

 

  

 

  

Total non-earning assets

 

2,176,143

 

  

 

2,192,037

 

  

 

  

 

2,258,435

 

  

 

2,135,692

 

  

 

  

Total assets

$

19,719,402

 

  

$

19,922,978

 

  

 

  

$

20,384,351

 

  

$

19,920,368

 

  

 

  

Liabilities and Stockholders' Equity:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Transaction and money market accounts

$

7,987,888

$

3,082

 

0.15

%  

$

8,159,890

$

1,809

 

0.09

%

$

8,344,900

$

38,315

 

1.86

%  

$

8,376,766

$

1,324

 

0.06

%

Regular savings

 

1,169,199

 

55

 

0.02

%  

 

1,016,661

 

55

 

0.02

%

 

1,087,435

 

364

 

0.14

%  

 

1,142,854

 

55

 

0.02

%

Time deposits

 

1,667,378

 

2,960

 

0.71

%  

 

2,270,217

 

5,374

 

0.95

%

 

2,291,530

 

13,155

 

2.33

%  

 

1,766,657

 

3,104

 

0.71

%

Total interest-bearing deposits

 

10,824,465

 

6,097

 

0.23

%  

 

11,446,768

 

7,238

 

0.25

%

 

11,723,865

 

51,834

 

1.79

%  

 

11,286,277

 

4,483

 

0.16

%

Other borrowings

 

765,886

 

3,891

 

2.04

%  

 

399,855

 

3,066

 

3.08

%

 

1,122,244

 

12,269

 

4.43

%  

 

511,722

 

3,042

 

2.41

%

Total interest-bearing liabilities

 

11,590,351

$

9,988

 

0.35

%  

 

11,846,623

$

10,304

 

0.35

%

 

12,846,109

$

64,103

 

2.02

%  

 

11,797,999

$

7,525

 

0.26

%

Noninterest-bearing liabilities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Demand deposits

 

5,366,591

 

  

 

5,053,773

 

  

 

  

 

4,693,347

 

  

 

5,228,098

 

  

 

  

Other liabilities

 

317,415

 

  

 

274,718

 

  

 

  

 

421,295

 

  

 

233,287

 

  

 

  

Total liabilities

 

17,274,357

 

  

 

17,175,114

 

  

 

  

 

17,960,751

 

  

 

17,259,384

 

  

 

  

Stockholders' equity

 

2,445,045

 

  

 

2,747,864

 

  

 

  

 

2,423,600

 

  

 

2,660,984

 

  

 

  

Total liabilities and stockholders' equity

$

19,719,402

 

  

$

19,922,978

 

  

 

  

$

20,384,351

 

  

$

19,920,368

 

  

 

  

Net interest income

$

142,344

 

  

 

  

$

143,692

 

  

$

157,231

 

  

 

  

$

134,267

 

  

Interest rate spread

 

3.11

%  

 

  

 

  

 

3.11

%  

 

2.90

%  

 

  

 

  

 

2.96

%  

Cost of funds

 

0.22

%  

 

  

 

  

 

0.23

%  

 

1.42

%  

 

  

 

  

 

0.18

%  

Net interest margin

 

3.24

%  

 

  

 

  

 

3.23

%  

 

3.50

%  

 

  

 

  

 

3.04

%  

(1) Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%.

(2) Rates and yields are annualized and calculated from actual, not rounded amounts in thousands, which appear above.

(3) Nonaccrual loans are included in average loans outstanding.

-55-

Table of Contents

For the Six Months Ended June 30, 

 

2022

2021

 

    

    

Interest

    

    

    

Interest

    

 

Average

Income /

Yield /

Average

Income /

Yield /

 

Balance

Expense (1)

Rate (1)(2)

Balance

Expense (1)

Rate (1)(2)

 

 

(Dollars in thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

 

  

Securities:

 

  

 

  

 

  

 

  

 

  

 

  

Taxable

$

2,468,775

$

28,361

 

2.32

%  

$

1,967,948

$

20,872

 

2.14

%

Tax-exempt

 

1,595,232

 

26,704

 

3.38

%  

 

1,347,487

 

23,941

 

3.58

%

Total securities

 

4,064,007

 

55,065

 

2.73

%  

 

3,315,435

 

44,813

 

2.73

%

Loans, net (3)

 

13,413,780

 

238,365

 

3.58

%  

 

14,017,777

 

258,962

 

3.73

%

Other earning assets

 

287,298

 

694

 

0.49

%  

 

447,793

 

947

 

0.43

%

Total earning assets

 

17,765,085

$

294,124

 

3.34

%  

 

17,781,005

$

304,722

 

3.46

%

Allowance for credit losses

 

(101,784)

 

  

 

(147,844)

 

  

 

  

Total non-earning assets

 

2,156,029

 

  

 

2,172,408

 

  

 

  

Total assets

$

19,819,330

 

  

$

19,805,569

 

  

 

  

Liabilities and Stockholders' Equity:

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

 

  

 

  

Transaction and money market accounts

$

8,181,253

$

4,406

 

0.11

%  

$

8,110,384

$

3,961

 

0.10

%

Regular savings

 

1,156,099

 

111

 

0.02

%  

 

978,726

 

114

 

0.02

%

Time deposits

 

1,716,743

 

6,063

 

0.71

%  

 

2,379,716

 

12,291

 

1.04

%

Total interest-bearing deposits

 

11,054,095

 

10,580

 

0.19

%  

 

11,468,826

 

16,366

 

0.29

%

Other borrowings

 

639,506

 

6,934

 

2.19

%  

 

486,784

 

6,713

 

2.78

%

Total interest-bearing liabilities

 

11,693,601

$

17,514

 

0.30

%  

 

11,955,610

$

23,079

 

0.39

%

Noninterest-bearing liabilities:

 

  

 

  

 

  

 

  

 

  

 

  

Demand deposits

 

5,297,727

 

  

 

4,819,946

 

  

 

  

Other liabilities

 

275,584

 

  

 

296,033

 

  

 

  

Total liabilities

 

17,266,912

 

  

 

17,071,589

 

  

 

  

Stockholders' equity

 

2,552,418

 

  

 

2,733,980

 

  

 

  

Total liabilities and stockholders' equity

$

19,819,330

 

  

$

19,805,569

 

  

 

  

Net interest income

$

276,610

 

  

 

  

$

281,643

 

  

Interest rate spread

 

3.04

%  

 

  

 

  

 

3.07

%  

Cost of funds

 

0.20

%  

 

  

 

  

 

0.27

%  

Net interest margin

 

3.14

%  

 

  

 

  

 

3.19

%  

(1) Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%.

(2) Rates and yields are annualized and calculated from actual, not rounded amounts in thousands, which appear above.

(3) Nonaccrual loans are included in average loans outstanding.

-56--58-

Table of Contents

The Volume Rate Analysis table below presents changes in net interest income (FTE)(+) and interest expense and distinguishes between the changes related to increases or decreases in average outstanding balances of interest-earning assets and interest-bearing liabilities (volume), and the changes related to increases or decreases in average interest rates on such assets and liabilities (rate). Changes attributable to both volume and rate have been allocated proportionally. Results, on a taxable equivalent basis, are as follows for the quarters ended March 31, 2023 and 2022 (dollars in thousands):

Three Months Ended

 

Six Months Ended

Three Months Ended

June 30, 2022 vs. June 30, 2021

 

June 30, 2022 vs. June 30, 2021

March 31, 2023 vs. March 31, 2022

Increase (Decrease) Due to Change in:

 

Increase (Decrease) Due to Change in:

Increase (Decrease) Due to Change in:

    

Volume

    

Rate

    

Total

 

Volume

    

Rate

    

Total

    

Volume

    

Rate

    

Total

Earning Assets:

Securities:

Taxable

$

1,654

$

2,522

$

4,176

$

5,645

$

1,844

$

7,489

$

(3,505)

$

6,592

$

3,087

Tax-exempt

 

1,840

 

(624)

 

1,216

 

4,208

 

(1,445)

 

2,763

 

(1,257)

 

(201)

 

(1,458)

Total securities

 

3,494

 

1,898

 

5,392

 

9,853

 

399

 

10,252

 

(4,762)

 

6,391

 

1,629

Loans, net(1)

 

(4,125)

 

(2,951)

 

(7,076)

 

(10,933)

 

(9,664)

 

(20,597)

 

11,184

 

65,392

 

76,576

Other earning assets

 

(337)

 

357

 

20

 

(373)

 

120

 

(253)

 

(116)

 

1,453

 

1,337

Total earning assets

$

(968)

$

(696)

$

(1,664)

$

(1,453)

$

(9,145)

$

(10,598)

$

6,306

$

73,236

$

79,542

Interest-Bearing Liabilities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Transaction and money market accounts

$

(39)

$

1,312

$

1,273

$

35

$

410

$

445

$

(4)

$

36,995

$

36,991

Regular savings

 

8

 

(8)

 

 

19

 

(22)

 

(3)

 

(3)

 

312

 

309

Time Deposits

 

(1,243)

 

(1,171)

 

(2,414)

 

(2,917)

 

(3,311)

 

(6,228)

Time deposits(1)

 

1,164

 

8,887

 

10,051

Total interest-bearing deposits

 

(1,274)

 

133

 

(1,141)

 

(2,863)

 

(2,923)

 

(5,786)

 

1,157

 

46,194

 

47,351

Other borrowings(1)

 

2,114

 

(1,289)

 

825

 

1,839

 

(1,618)

 

221

 

5,418

 

3,809

 

9,227

Total interest-bearing liabilities

 

840

 

(1,156)

 

(316)

 

(1,024)

 

(4,541)

 

(5,565)

 

6,575

 

50,003

 

56,578

Change in net interest income (FTE)(+)

$

(1,808)

$

460

$

(1,348)

$

(429)

$

(4,604)

$

(5,033)

$

(269)

$

23,233

$

22,964

(1) The rate-related changes in interest income on loans, deposits, and other borrowings include the impact of lower accretion of the acquisition-related fair market value adjustments, which are detailed below.

The Company’s net interest margin (FTE)(+) includes the impact of acquisition accounting fair value adjustments. The impact of net accretion related to acquisition accounting fair value adjustments for the first and second quarters of 2021, and the first and second quarters of 2022 and 2023 are reflected in the following table (dollars in thousands):

    

    

    

    

    

    

    

    

Loan

Deposit

Borrowings

Loan

Deposit

Borrowings

Accretion

Accretion (Amortization)

Amortization

Total

Accretion

Amortization

Amortization

Total

For the quarter ended March 31, 2021

$

4,287

$

20

$

(198)

$

4,109

For the quarter ended June 30, 2021

4,132

12

(202)

3,942

For the quarter ended March 31, 2022

2,253

(10)

(203)

2,040

$

2,253

$

(10)

(203)

$

2,040

For the quarter ended June 30, 2022

2,879

(11)

(207)

2,661

For the quarter ended March 31, 2023

1,106

(14)

(209)

883

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Table of Contents

Noninterest Income

For the Three Months Ended

 

June 30, 

Change

 

    

2022

    

2021

    

$

%

 

(Dollars in thousands)

 

Noninterest income:

Service charges on deposit accounts

$

8,040

$

6,607

$

1,433

21.7

%

Other service charges, commissions, and fees

 

1,709

 

1,735

 

(26)

(1.5)

%

Interchange fees

 

2,268

 

2,203

 

65

3.0

%

Fiduciary and asset management fees

 

6,939

 

6,819

 

120

1.8

%

Mortgage banking income

 

2,200

 

4,619

 

(2,419)

(52.4)

%

Bank owned life insurance income

 

2,716

 

3,209

 

(493)

(15.4)

%

Loan-related interest rate swap fees

 

2,600

 

1,321

 

1,279

96.8

%

Other operating income

 

11,814

 

1,953

 

9,861

504.9

%

Total noninterest income

$

38,286

$

28,466

$

9,820

34.5

%

Noninterest income increased $9.8 million or 34.5% to $38.3 million for the quarter ended June 30, 2022, compared to $28.5 million for the quarter ended June 30, 2021, primarily driven by the pre-tax gain of $9.1 million related to the sale of DHFB. Excluding the gain on sale of DHFB and loss on securities, adjusted operating noninterest income(+) for the quarter ended June 30, 2022 increased $740,000 or 2.6% from the prior year quarter. The increase was primarily driven by a $1.4 million increase in service charges on deposit accounts and a $1.3 million increase in loan-related interest swap fee income due to higher transaction volumes and an increase in average swap fees. These noninterest income increases were partially offset by a $2.4 million decrease in mortgage banking income due to a decline in mortgage loan origination volumes resulting from the higher interest rate environment and declining gain on sale margins.

For the Six Months Ended

 

June 30, 

Change

 

    

2022

    

2021

    

$

%

 

(Dollars in thousands)

 

Noninterest income:

Service charges on deposit accounts

$

15,637

$

12,116

$

3,521

29.1

%

Other service charges, commissions, and fees

 

3,364

 

3,436

 

(72)

(2.1)

%

Interchange fees

 

4,078

 

4,050

 

28

0.7

%

Fiduciary and asset management fees

 

14,194

 

13,294

 

900

6.8

%

Mortgage banking income

 

5,317

 

12,874

 

(7,557)

(58.7)

%

Bank owned life insurance income

 

5,413

 

5,475

 

(62)

(1.1)

%

Loan-related interest rate swap fees

 

6,460

3,075

3,385

110.1

%

Other operating income

 

13,976

5,131

8,845

172.4

%

Total noninterest income

$

68,439

$

59,451

$

8,988

15.1

%

Noninterest income increased $9.0 million or 15.1% to $68.4 million for the six months ended June 30, 2022, compared to $59.5 million for the six months ended June 30, 2021, primarily driven by the pre-tax gain of $9.1 million related to the sale of DHFB in the second quarter of 2022. Excluding the losses and gains from securities and the gain resulting from the sale of DHFB, adjusted operating noninterest income(+) for the six months ended June 30, 2022 did not significantly change from the six months ended June 30, 2021. The $7.6 million decrease in mortgage banking is due to a decline in mortgage loan origination volumes resulting from the higher interest rate environment and declining gain on sale margins, and was offset by a $3.5 million increase in service charges on deposit accounts, a $3.4 million increase in loan-related interest swap fee income due to higher transaction volumes and an increase in average swap fees, and a $900,000 increase in fiduciary and asset management fees due to growth in assets under management.

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Table of Contents

Noninterest Expense

For the Three Months Ended

 

June 30, 

Change

 

    

2022

    

2021

    

$

%

 

(Dollars in thousands)

 

Noninterest expense:

Salaries and benefits

$

55,305

$

50,766

$

4,539

8.9

%

Occupancy expenses

 

6,395

 

7,140

 

(745)

(10.4)

%

Furniture and equipment expenses

 

3,590

 

3,911

 

(321)

(8.2)

%

Technology and data processing

 

7,862

 

7,219

 

643

8.9

%

Professional services

 

4,680

 

4,408

 

272

6.2

%

Marketing and advertising expense

 

2,502

 

2,738

 

(236)

(8.6)

%

FDIC assessment premiums and other insurance

 

2,765

 

2,319

 

446

19.2

%

Franchise and other taxes

 

4,500

 

4,435

 

65

1.5

%

Loan-related expenses

 

1,867

 

1,909

 

(42)

(2.2)

%

Amortization of intangible assets

 

2,915

 

3,568

 

(653)

(18.3)

%

Other expenses

 

6,387

 

3,558

 

2,829

79.5

%

Total noninterest expense

$

98,768

$

91,971

$

6,797

7.4

%

Noninterest expense increased $6.8 million or 7.4% to $98.8 million for the quarter ended June 30, 2022, compared to $92.0 million for the quarter ended June 30, 2021. Excluding amortization of intangible assets and branch closing and facility consolidation costs, adjusted operating noninterest expense(+) for the quarter ended June 30, 2022 increased by $7.4 million or 8.4% from the prior year quarter. The increase from the prior year quarter was mainly due to an increase of $4.5 million in salaries and benefits primarily driven by an increase in salaries, wages, and variable incentive compensation, an increase of $1.2 million in non-credit related losses on customer transactions, $626,000 in OREO and credit-related expenses, $506,000 in teammate training and travel costs, $361,000 in deferred compensation expenses, $643,000 in technology and data processing expenses primarily driven by an increase in software licensing and maintenance expenses, and $446,000 in FDIC assessment premiums. These increases were partially offset by decreases of $745,000 in occupancy expenses and $321,000 in furniture and equipment expenses, partially reflecting the impact of the Company’s consolidation of 16 branches that was completed in March 2022.

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Table of Contents

Noninterest Income

For the Six Months Ended

 

June 30, 

Change

 

    

2022

    

2021

    

$

%

 

(Dollars in thousands)

 

Noninterest expense:

���

Salaries and benefits

$

113,603

$

103,426

$

10,177

9.8

%

Occupancy expenses

 

13,278

 

14,454

 

(1,176)

(8.1)

%

Furniture and equipment expenses

 

7,187

 

7,880

 

(693)

(8.8)

%

Technology and data processing

 

15,658

 

14,123

 

1,535

10.9

%

Professional services

 

8,770

 

9,369

 

(599)

(6.4)

%

Marketing and advertising expense

 

4,665

 

4,782

 

(117)

(2.4)

%

FDIC assessment premiums and other insurance

 

5,250

 

4,626

 

624

13.5

%

Franchise and other taxes

 

8,999

 

8,871

 

128

1.4

%

Loan-related expenses

 

3,643

 

3,786

 

(143)

(3.8)

%

Amortization of intangible assets

 

5,954

 

7,298

 

(1,344)

(18.4)

%

Loss on debt extinguishment

14,695

(14,695)

(100.0)

%

Other expenses

 

17,082

 

10,598

 

6,484

61.2

%

Total noninterest expense

$

204,089

$

203,908

$

181

0.1

%

For the Three Months Ended

 

March 31, 

Change

 

    

2023

    

2022

    

$

%

 

(Dollars in thousands)

 

Noninterest income:

Service charges on deposit accounts

$

7,902

$

7,596

$

306

4.0

%

Other service charges, commissions, and fees

 

1,746

 

1,655

 

91

5.5

%

Interchange fees

 

2,325

 

1,810

 

515

28.5

%

Fiduciary and asset management fees

 

4,262

 

7,255

 

(2,993)

(41.3)

%

Mortgage banking income

 

854

 

3,117

 

(2,263)

(72.6)

%

Loss on sale of securities

(13,400)

(13,400)

100.0

%

Bank owned life insurance income

 

2,828

 

2,697

 

131

4.9

%

Loan-related interest rate swap fees

 

1,439

 

3,860

 

(2,421)

(62.7)

%

Other operating income

 

1,672

 

2,163

 

(491)

(22.7)

%

Total noninterest income

$

9,628

$

30,153

$

(20,525)

(68.1)

%

Noninterest expenseincome decreased $20.5 million to $9.6 million for the six monthsquarter ended June 30, 2022 did not significantly change fromMarch 31, 2023, compared to $30.2 million for the six monthsquarter ended June 30, 2021.March 31, 2022. Excluding, amortizationthe loss on sale of intangible assets, losses related to balance sheet repositioning, and branch closing and facility consolidation costssecurities of $13.4 million in 2023, adjusted operating noninterest expenseincome(+)for the six monthsquarter ended June 30, 2022 increased by $11.6March 31, 2023 decreased $7.1 million or 6.4%23.6% compared to the six monthsquarter ended June 30, 2021.March 31, 2022. The increasedecrease from the prior year quarter was mainly due to an increase of $10.2 million in salaries and benefits primarily driven by an increasea $3.0 million decrease in salaries, wages,fiduciary and variable incentive compensation, an increase of $879,000asset management fees due to a decrease in OREO and credit-related expenses, an increase of $758,000 in teammate training and travel costs, an increase of $1.5 million in technology and data processing expenseassets under management mainly driven by an increasethe DHFB sale in software licensing and maintenance expenses, and an increasethe second quarter of $624,000 in FDIC assessment premiums. Partially offsetting these expense increases were declines of $1.2 million in occupancy expenses and $693,000 in furniture and equipment expenses, reflecting the impact of the Company’s consolidation of 16 branches that was completed in March 2022, and a $2.4 million decrease in loan-related interest rate swap fees due to lower transaction volumes, and a $2.3 million decrease in mortgage banking income due to a decline of $599,000 in professional services expenses.mortgage loan origination volumes driven by the rapid increase in market interest rates. These decreases were partially offset by a $515,000 increase in interchange fees.

Income Taxes

The provision for income taxes is based upon the results of operations, adjusted for the effect of certain tax-exempt income and non-deductible expenses. In addition, certain items of income and expense are reported in different periods for financial reporting and tax return purposes. The tax effects of these temporary differences are recognized currently in the deferred income tax provision or benefit. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the applicable enacted marginal tax rate.

The effective tax rate for the three months ended June 30, 2022 and 2021 was 16.7% and 18.3%, respectively. The effective tax rate for the six months ended June 30, 2022 and 2021 was 17.1% and 17.7%, respectively. The decrease in the effective tax rates reflects the impacts of the current quarter’s discrete items related to the sale of DHFB and a higher proportion of tax-exempt income to pre-tax income in the 2022 period.

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Table of Contents

Noninterest Expense

For the Three Months Ended

 

March 31, 

Change

 

    

2023

    

2022

    

$

%

 

(Dollars in thousands)

 

Noninterest expense:

Salaries and benefits

$

60,529

$

58,298

$

2,231

3.8

%

Occupancy expenses

 

6,356

 

6,883

 

(527)

(7.7)

%

Furniture and equipment expenses

 

3,752

 

3,597

 

155

4.3

%

Technology and data processing

 

8,142

 

7,796

 

346

4.4

%

Professional services

 

3,413

 

4,090

 

(677)

(16.6)

%

Marketing and advertising expense

 

2,351

 

2,163

 

188

8.7

%

FDIC assessment premiums and other insurance

 

3,899

 

2,485

 

1,414

56.9

%

Franchise and other taxes

 

4,498

 

4,499

 

(1)

(0.0)

%

Loan-related expenses

 

1,552

 

1,776

 

(224)

(12.6)

%

Amortization of intangible assets

 

2,279

 

3,039

 

(760)

(25.0)

%

Other expenses

 

11,503

 

10,695

 

808

7.6

%

Total noninterest expense

$

108,274

$

105,321

$

2,953

2.8

%

Noninterest expense increased $3.0 million or 2.8% to $108.3 million for the quarter ended March 31, 2023, compared to $105.3 million for the quarter ended March 31, 2022. Excluding, amortization of intangible assets ($2.3 million in 2023 and $3.0 million in 2022), the legal reserve associated with an ongoing and previously disclosed regulatory matter, included within other expenses ($5.0 million in 2023), and strategic branch closing and facility consolidation costs, included within other expenses ($5.5 million in 2022), adjusted operating noninterest expense(+) for the quarter ended March 31, 2023 increased $4.2 million or 4.4%, compared to the quarter ended March 31, 2022. The increase from the prior year quarter in adjusted operating non-interest expense(+) was primarily driven by a $2.2 million increase in salaries and benefits expense driven by increases in salaries and wages, a $1.4 million increase in FDIC assessment premiums and other insurance primarily due to the increase in the FDIC assessment rates, effective January 1, 2023, and a $1.3 million increase in other expenses, primarily due to an increase in teammate and travel costs and other operational expenses. These increases were partially offset by decreases of $677,000 in professional services related to strategic projects that occurred in the prior year quarter and $527,000 in occupancy expenses.

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Segment Results

As discussed in Note 12, “Segment Reporting and Revenue,” in Part I, Item 1 of this Quarterly Report, effective as of the third quarter of 2022, the Company began segmenting its business into two primary reportable operating segments—Wholesale Banking and Consumer Banking — as these segments reflect how the chief operating decision makers are now evaluating the business, establishing the overall business strategy, allocating resources, and assessing business performance. Included below are the key metrics used by the chief operating decision makers in evaluating the Company’s reportable operating segments.

Effective January 1, 2023, the Company made an organizational change to move certain lines of business in the wealth management division that primarily serve Wholesale Banking customers from the Consumer Banking segment to the Wholesale Banking segment. As a result, the Company re-allocated $9.6 million of goodwill from the Consumer Banking segment to the Wholesale Banking segment and restated its prior segment information for the year ended December 31, 2022, based on this organizational change. Refer to Note 4 “Goodwill and Intangible Assets” and Note 12 “Segment Reporting and Revenue” within Part I, Item 1 “Financial Statements” of this Quarterly Report for additional information.

Wholesale Banking

The Wholesale Banking segment provides loan and deposit services, as well as treasury management, SBA lending, and capital market services to wholesale customers primarily throughout Virginia, Maryland, North Carolina and South Carolina. These customers include commercial real estate and commercial and industrial customers. This segment also includes the Company’s public finance subsidiary and the equipment finance subsidiary, which has nationwide exposure. The private banking and trust businesses also reside in the Wholesale Banking segment.

The following table presents operating results for the three months ended March 31, 2023 and 2022 for the Wholesale Banking segment (dollars in thousands):

    

Three Months Ended March 31, 

2023

2022

Net interest income

$

67,540

$

71,424

Provision for credit losses

10,487

1,617

Net interest income after provision for credit losses

57,053

69,807

Noninterest income

7,414

9,187

Noninterest expense

 

42,314

 

40,008

Income before income taxes

$

22,153

$

38,986

Wholesale Banking income before income taxes decreased $16.8 million to $22.2 million for the quarter ended March 31, 2023, compared to $39.0 million for the quarter ended March 31, 2022. The decrease was primarily driven by an $8.9 million increase in the provision for credit losses, due to increasing uncertainty in the economic outlook and loan growth. Net interest income decreased $3.9 million driven by Paycheck Protection Program loan income in the first quarter of 2022, and spread compression on the loan and deposit portfolios driven by the rapid rise in interest rates. This was partially offset by higher income due to higher average loan balances. Noninterest expense increased by $2.3 million primarily due to an increase in salaries and benefits expense driven by increases in salaries and wages, and noninterest income decreased by $1.8 million primarily driven by a decrease in loan-related interest rate swap fees due to lower transaction volumes.

The following table presents the key balance sheet metrics as of March 31, 2023 and December 31, 2022 for the Wholesale Banking segment (dollars in thousands):

March 31, 2023

December 31, 2022 (1)

LHFI, net of deferred fees and costs

$

11,608,884

$

11,476,258

Total Deposits

6,164,567

6,128,729

(1) Includes a reallocation of LHFI, net of deferred fees and costs, and total deposits from the Consumer Banking segment of $136.6 million and $258.7 million, respectively, due to the January 1, 2023 organizational change discussed in Note 12, “Segment Reporting and Revenue,” in Part I, Item 1 of this Quarterly Report.

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LHFI, net of deferred fees and costs, for the Wholesale Banking segment increased $132.6 million or 4.7% (annualized) to $11.6 billion at March 31, 2023 compared to December 31, 2022; growth primarily occurred across the commercial and industrial and construction and land development loan portfolios.

Wholesale banking deposits increased $35.8 million or 2.4% (annualized) to $6.2 billion at March 31, 2023 compared to December 31, 2022. This increase was primarily driven by an increase in interest checking accounts, partially offset by a decrease in money market balances and demand deposits.

Consumer Banking

The Consumer Banking segment provides loan and deposit services to consumers and small businesses throughout Virginia, Maryland, and North Carolina. Consumer Banking includes the home loan division and investment management and advisory services businesses.

The following table presents operating results for the three months ended March 31, 2023 and 2022 for the Consumer Banking segment (dollars in thousands):

    

Three Months Ended March 31, 

2023

2022

Net interest income

$

63,145

$

48,132

Provision for credit losses

1,340

1,183

Net interest income after provision for credit losses

61,805

46,949

Noninterest income

12,178

16,619

Noninterest expense

 

57,055

 

55,333

Income before income taxes

$

16,928

$

8,235

Consumer Banking income before income taxes increased $8.7 million to $16.9 million for the quarter ended March 31, 2023, compared to $8.2 million for the quarter ended March 31, 2022. Net interest income increased $15.0 million primarily due to favorable funding credit on deposits and increased interest income attributable to the higher interest rate environment and higher average loan balances, offset by lower Paycheck Protection Program loan income and spread compression on loans. This increase was partially offset by a $4.4 million decrease in noninterest income primarily due to a decrease in fiduciary and asset management fees due to a decrease in assets under management primarily driven by the sale of DHFB in the second quarter of 2022 and a decrease in mortgage banking income due to a decline in mortgage loan origination volumes driven by the rapid increase in market interest rates during 2022 and continuing into the first quarter of 2023. In addition, noninterest expense increased by $1.7 million primarily due to an increase in FDIC assessment premiums and other insurance due to the increase in the FDIC assessment rates, effective January 1, 2023, and an increase in salaries and benefits expense, partially offset by a decrease in amortization expense due to the sale of DHFB and a decrease in occupancy expenses.

The following table presents the key balance sheet metrics as of March 31, 2023 and December 31, 2022 for the Consumer Banking segment (dollars in thousands):

March 31, 2023

December 31, 2022 (1)

LHFI, net of deferred fees and costs

$

2,991,423

$

2,990,017

Total Deposits

9,843,565

9,724,598

(1) Includes a reallocation of LHFI, net of deferred fees and costs, and total deposits to the Wholesale Banking segment of $136.6 million and $258.7 million, respectively, due to the January 1, 2023 organizational change discussed in Note 12, “Segment Reporting and Revenue,” in Part I, Item 1 of this Quarterly Report.

LHFI, net of deferred fees and costs, for the Consumer Banking segment increased $1.4 million or 0.2% (annualized) to $3.0 billion at March 31, 2023 compared to December 31, 2022.

Consumer Banking deposits increased $119.0 million or 5.0% (annualized) to $9.8 billion at March 31, 2023 compared to December 31, 2022. This increase was primarily due to an increase in time deposits, partially offset by a decrease in demand

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deposits, interest checking accounts, and savings accounts, as customers moved funds from lower to higher yielding deposit products.

Income Taxes

The Company’s effective tax rate for the three months ended March 31, 2023 and 2022 was 17.0% and 17.5%, respectively. The marginal decrease in the effective tax rate is primarily due to the higher proportion of tax-exempt income to pre-tax income in the first quarter of 2023.

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Overview

Assets

At June 30, 2022,March 31, 2023, total assets were $19.7$20.1 billion, a decrease of $403.0$357.8 million or approximately 4.1%7.1% (annualized)

from $20.1 billion at December 31, 2021.2022. The decrease in total assets was driven byprimarily due to a decline in the investment securities portfolio decrease of $366.4$514.4 million, mainlyprimarily due to the decline insale of AFS securities as part of the AFS portfolio’s fair value, reflectingCompany’s balance sheet repositioning strategy executed during the impactfirst quarter of market interest rate increases,2023, which was partially offset by a decreasean increase in cash and cash equivalents of $561.1 million, which was deployed primarily to fund loans which increased by $460.0 million from December 31, 2021, but also reflects the impact ofLHFI, net deposit outflows.

LHFI (net of deferred fees and costs)costs, driven by loan growth.

LHFI, net of deferred fees and costs, were $13.7$14.6 billion including $21.7 million in PPP loans, at June 30, 2022,March 31, 2023, an increase of $460.0$135.1 million or 7.0%3.8% (annualized) from December 31, 2021.  Excluding the effects of the PPP(+),2022. At March 31, 2023, quarterly average LHFI, (netnet of deferred fees and costs) at June 30, 2022costs, increased $588.2$388.2 million or 9.1%11.2% (annualized) from December 31, 2021. At June 30, 2022, quarterly average loans decreased $446.4 million or 3.2% from the same period in the prior year. Excluding the effects of the PPP(+), the adjusted quarterly average loan balance at June 30, 2022 increased $697.8 million or 5.5% from June 30, 2021.2022. Refer to "Loan Portfolio" within this Item 2 and Note 3 "Loans and Allowance for Loan and Lease Losses" in Part I, Item 1 of this Quarterly Report for additional information on the Company’sour loan activity.

At March 31, 2023, total investments were $3.2 billion, a decrease of $514.4 million from December 31, 2022. AFS securities totaled $2.3 billion at March 31, 2023, a $489.5 million decrease from December 31, 2022. At March 31, 2023, total net unrealized losses on the AFS securities portfolio were $407.9 million, an improvement of $54.7 million from total net unrealized losses on AFS securities of $462.6 at December 31, 2022. HTM securities totaled $855.4 million at March 31, 2023, a $7.7 million increase from December 31, 2022 and have net unrealized losses of $32.3 million at March 31, 2023, an improvement of $13.5 million from net unrealized losses on HTM securities of $45.8 at December 31, 2022.

Liabilities and Stockholders’ Equity

At June 30, 2022,March 31, 2023, total liabilities were $17.3$17.7 billion, a decrease of $84.4$425.3 million from $17.4$18.1 billion at December 31, 2021.2022, which was primarily driven by a decrease in borrowings, partially offset by an increase in deposits.

Total deposits at June 30, 2022March 31, 2023 were $16.1$16.5 billion, a decreasean increase of $482.4$524.2 million or approximately 5.9%13.3% (annualized) from December 31, 2021.2022. For the quarter ended June 30, 2022,March 31, 2023, quarterly average deposits decreased $309.5$194.5 million or 1.9%4.7% (annualized) compared to the prior quarter ended June 30, 2021. The declines. Total deposits at March 31, 2023 increased from December 31, 2022 due to a $829.5 million increase in interest-bearing deposits, relate to declineswhich includes approximately $377.9 million in money market account balances and maturing timebrokered deposits, partially offset by a $305.2 million decrease in demand deposits, as well as a publiccustomers have moved funds client that used available deposit fundsfrom lower to repay higher cost, longer-term debt obligations during the second quarter.yielding products. Refer to “Deposits” within this Item 2 for further discussionadditional information on this topic.

Total short-term and long-term borrowings at June 30, 2022March 31, 2023 were $798.0$798.9 million, an increasea decrease of $291.4$909.8 million or 57.5%53.2% when compared to $506.6 million$1.7 billion at December 31, 2021.2022 as a result of the Company’s execution of the balance sheet repositioning strategy during the first quarter of 2023, which allowed the Company to reduce its short-term borrowings exposure. Refer to Note 6 “Borrowings” in Part I, Item 1, and “Executive Overview” in Part I, Item 2 of this Quarterly Report for further discussionadditional information on this topic.our borrowing activity.

At June 30, 2022,March 31, 2023, stockholders’ equity was $2.4 billion, a decreasean increase of $318.6$67.5 million from December 31, 2021.2022, primarily due to lower unrealized losses within the AFS securities portfolio. Our consolidated regulatory capital ratios continue to exceed the minimum capital requirements and are considered “well-capitalized” for regulatory purposes. Refer to “Capital Resources” within this Item 2, as well as Note 9 "Stockholders’ Equity" in Part I, Item 1 of this Quarterly Report for additional information on the Company’sour capital resources.

For information related to the Company’s stock repurchase activity and the Repurchase Program, please refer to Note 9 “Stockholders’ Equity” in Part I, Item 1 and Part II, Item 2-64-

Table of this Quarterly Report.Contents

During the secondfirst quarter of 2022,2023, the Company declared and paid a quarterly dividend on the outstanding shares of Series A preferred stockPreferred Stock of $171.88 per share (equivalent to $0.43 per outstanding depositary share), consistent with the firstfourth quarter of 2022 and the secondfirst quarter of 2021.2022. During the secondfirst quarter of 2022,2023, the Company also declared and paid a cash dividenddividends of $0.28$0.30 per common share, consistent with the fourth quarter of 2022 and an increase of $0.02 or approximately 7.1% from the first quarter of 2022 and.

At March 31, 2023, the second quarterCompany had no active share repurchase programs, as the most recent share repurchase program expired on December 9, 2022. Under that repurchase program, the Company repurchased an aggregate of 2021.approximately 1.3 million shares (or approximately $48.2 million) in 2022.

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Securities

At June 30, 2022,March 31, 2023, the Company had total investments in the amount of $3.8$3.2 billion, or 19.4%15.9% of total assets, as compared to $4.2$3.7 billion, or 20.9%18.1% of total assets, at December 31, 2021.2022. This decline in the Company’s investment portfoliodecrease was primarily due to a declinethe sale of AFS securities as part of the Company’s balance sheet repositioning executed during the first quarter of 2023, which was partially offset by growth in the market value of the AFS securitiesCompany’s HTM portfolio. The Company seeks to diversify its portfolio to minimize risk. It focuses on purchasing MBS for cash flow and reinvestment opportunities and securities issued by states and political subdivisions due to the tax benefits and the higher yield offered from these securities. The majority of the Company’s MBS are agency-backed securities, which have a government guarantee. For information regarding the hedge transaction related to AFS securities, see Note 8 "Derivatives" in Part I, Item 1 of this Quarterly Report.

The table below sets forth a summary of the AFS securities, HTM securities, and restricted stock as of the dates indicated (dollars in thousands):

    

June 30, 

    

December 31, 

    

March 31, 

    

December 31, 

2022

2021

2023

2022

Available for Sale:

 

  

 

  

 

  

 

  

U.S. government and agency securities

$

65,740

$

73,849

$

62,574

$

61,943

Obligations of states and political subdivisions

 

822,427

 

1,008,396

 

523,097

 

807,435

Corporate and other bonds

 

177,892

 

153,376

 

152,006

 

226,380

MBS

 

 

 

 

Commercial

399,835

471,157

260,647

306,161

Residential

1,483,878

1,773,232

1,252,360

1,338,233

Total MBS

1,883,713

2,244,389

1,513,007

1,644,394

Other securities

 

1,649

 

1,640

 

1,681

 

1,664

Total AFS securities, at fair value

 

2,951,421

 

3,481,650

 

2,252,365

 

2,741,816

Held to Maturity:

 

  

 

  

 

  

 

  

U.S. government and agency securities

2,178

2,604

684

687

Obligations of states and political subdivisions

 

693,070

 

620,873

 

702,749

 

705,990

Corporate and other bonds

5,033

5,159

MBS

 

 

 

 

Commercial

29,404

4,523

55,993

42,761

Residential

56,097

90,959

93,135

Total MBS

85,501

4,523

146,952

135,896

Total held to maturity securities, at carrying value

 

780,749

 

628,000

 

855,418

 

847,732

Restricted Stock:

 

  

 

  

 

  

 

  

FRB stock

 

67,032

 

67,032

 

67,032

 

67,032

FHLB stock

 

20,876

 

9,793

 

20,584

 

53,181

Total restricted stock, at cost

 

87,908

 

76,825

 

87,616

 

120,213

Total investments

$

3,820,078

$

4,186,475

$

3,195,399

$

3,709,761

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The following table summarizes the weighted average yields(1) for AFS securities by contractual maturity date of the underlying securities as of June 30, 2022:March 31, 2023:

    

1 Year or

    

    

5 – 10

    

Over 10

    

 

    

1 Year or

    

    

5 – 10

    

Over 10

    

 

Less

1 - 5 Years

Years

Years

Total

 

Less

1 - 5 Years

Years

Years

Total

 

U.S. government and agency securities

 

%

2.64

%

1.43

%

%

1.46

%

 

%

1.41

%

5.47

%

%

1.56

%

Obligations of states and political subdivisions

 

4.21

%

 

2.77

%

2.66

%

2.77

%

2.77

%

 

3.65

%

 

3.01

%

1.93

%

2.23

%

2.23

%

Corporate bonds and other securities

 

3.70

%

 

5.39

%

3.87

%

2.52

%

3.85

%

 

4.03

%

 

7.16

%

3.85

%

5.15

%

4.21

%

MBS:

 

 

 

 

Commercial

3.99

%

3.31

%

2.46

%

2.18

%

2.57

%

5.82

%

3.68

%

2.55

%

2.34

%

2.97

%

Residential

2.42

%

2.23

%

2.51

%

2.09

%

2.10

%

2.50

%

2.23

%

2.58

%

2.18

%

2.19

%

Total MBS

3.39

%

3.22

%

2.50

%

2.10

%

2.20

%

5.82

%

3.08

%

2.57

%

2.20

%

2.32

%

Total AFS securities

 

3.54

%

 

3.31

%

2.90

%

2.32

%

2.44

%

 

5.57

%

 

2.65

%

3.46

%

2.22

%

2.40

%

(1) Yields on tax-exempt securities have been computed on a tax-equivalent basis.

The following table summarizes the weighted average yields(1) for HTM securities by contractual maturity date of the underlying securities as of June 30, 2022:March 31, 2023:

    

1 Year or

    

    

5 – 10

    

Over 10

    

 

    

1 Year or

    

    

5 – 10

    

Over 10

    

 

Less

1 - 5 Years

Years

Years

Total

 

Less

1 - 5 Years

Years

Years

Total

 

U.S. government and agency securities

4.08

%

3.98

%

%

%

4.05

%

%

5.23

%

%

%

5.23

%

Obligations of states and political subdivisions

2.31

%

3.87

%

3.85

%

3.64

%

3.64

%

2.38

%

4.05

%

3.48

%

3.49

%

3.49

%

Corporate bonds and other securities

%

%

%

6.72

%

6.72

%

MBS:

 

 

Commercial

%

%

%

2.29

%

2.29

%

%

%

%

4.67

%

4.67

%

Residential

%

4.21

%

%

2.78

%

3.03

%

%

5.43

%

%

3.57

%

4.06

%

Total MBS

%

4.21

%

%

2.59

%

2.77

%

%

5.43

%

%

4.07

%

4.29

%

Total HTM securities

 

2.83

%

4.04

%

3.85

%

3.53

%

3.55

%

 

2.38

%

4.98

%

3.48

%

3.60

%

3.65

%

(1) Yields on tax-exempt securities have been computed on a tax-equivalent basis.

Weighted average yield is calculated as the tax-equivalent yield on a pro rata basis for each security based on its relative amortized cost.

As of June 30, 2022,March 31, 2023, the Company maintained a diversified municipal bond portfolio with approximately 65%68% of its holdings in general obligation issues and the majority of the remainder primarily backed by revenue bonds. Issuances within the State of Texas represented 18%19% of the total municipal portfolio; no other state had a concentration above 10%. Substantially all municipal holdings are considered investment grade. When purchasing municipal securities, the Company focuses on strong underlying ratings for general obligation issuers or bonds backed by essential service revenues.

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Liquidity

Liquidity represents an institution’s ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. The Company’s largest source of liquidity on a consolidated basis is the customer deposit base generated by our wholesale and consumer businesses. These deposits provide relatively stable and low-cost funding. Total deposits at March 31, 2023 were $16.5 billion, an increase of $524.2 million or approximately 13.3% (annualized) from December 31, 2022. Total deposits at March 31, 2023 increased from December 31, 2022 due to a $829.5 million increase in interest-bearing deposits, which includes approximately $377.9 million in brokered deposits, partially offset by a $305.2 million decrease in demand deposits, as customers have moved funds from lower to higher yielding products. Refer to “Deposits” within this Item 2 for additional information on this topic.

Liquid assets include cash, interest-bearing deposits with banks, money market investments, federal funds sold, LHFS, and securities and loans maturing or re-pricing within one year. Additional sources of liquidity available to the Company include its capacity to borrow additional funds when necessary through federal funds lines with several correspondent banks, a line of credit with the FHLB, the Federal Reserve Discount Window, the purchase of brokered certificates of deposit, corporate line of credit with a large correspondent bank, and debt and capital issuance. Management considersbelieves the Company’s overall liquidity to be sufficient to satisfy its depositors’ requirements and to meet its customers’ credit needs.

Starting in the first quarter of 2023, the Company is eligible to borrow from the Federal Reserve's BTFP, which provides additional contingent liquidity through the pledging of certain qualifying securities. The BTFP is a one-year program ending March 11, 2024, and the Company can borrow any time during the term and can repay the obligation at any time without penalty. As of March 31, 2023, liquidity of $548.6 million was available based on the par-value of qualifying securities from BTFP. The Company has seen increased customer deposit balancesdid not utilize the available funds from BTFP as a result of the impacts of COVID-19, including as a result of government stimulus programs. March 31, 2023.

The Company considered a portion ofclosely monitors changes in the elevated levels in customer deposits to be temporaryindustry and is starting to see declines from prior elevated periods; however,market conditions that may impact the CompanyCompany’s liquidity and will use other borrowing means of borrowingsor other liquidity and funding strategies sources to fund anyits liquidity needs basedas needed. The Company is also closely tracking the potential impacts on the Company’s liquidity of declines in deposit balances.

the fair value of the Company’s securities portfolio due to rising market interest rates and developments in the banking industry that may change the availability of traditional sources of liquidity or market expectations with respect to available sources and amounts of additional liquidity.

As of June 30, 2022,March 31, 2023, liquid assets totaled $5.5$6.0 billion or 28.0%30.3% of total assets, and liquid earning assets totaled $5.4$5.9 billion or 30.5%32.4% of total earning assets. Asset liquidity is also provided by managing loan and securities maturities and cash flows. As of June 30, 2022,March 31, 2023, loan payments of approximately $4.9$5.4 billion or 36.1%37% of total loans are expected within one year based on contractual terms, adjusted for expected prepayments, and approximately $320.3$269.1 million or 8.4% of total securities are scheduled to be paid down within one year based on contractual terms, adjusted for expected prepayments.

For additional information and the available balances on various lines of credit, please refer to Note 6 “Borrowings” in Part I, Item 1 of this Quarterly Report. In addition to lines of credit, the Bank may also borrow additional funds by purchasing certificates of deposit through a nationally recognized network of financial institutions. For additional information and outstanding balances on purchased certificates of deposits, please refer to “Deposits” within this Item 2. For additional information on cash requirements for known contractual and other obligations, please refer to “Capital Resources” within this Item 2.

Cash Requirements

The Company’s cash requirements, outside of lending transactions, consist primarily of borrowings, debt and capital instruments which are used as part of the Company’s overall liquidity and capital management strategy. Cash required to repay these obligations will be sourced from future debt and capital issuances and from other general liquidity sources as described above under “Liquidity” within this Item 2.

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The following table presents the Company’s contractual obligations related to its major cash requirements and the scheduled payments due at the various intervals over the next year and beyond as of June 30, 2022March 31, 2023 (dollars in thousands):

��

Less than

More than

Total

1 year

1 year

Long-term debt (1)

$

250,000

$

$

250,000

Trust preferred capital notes (1)

155,159

155,159

Leases (2)

267,166

32,605

234,561

Repurchase agreements

118,658

118,658

Total contractual obligations

$

790,983

$

151,263

$

639,720

Less than

More than

Total

1 year

1 year

Long-term debt (1)

$

250,000

$

$

250,000

Trust preferred capital notes (1)

155,159

155,159

Leases (2)

286,868

49,822

237,046

Repurchase agreements

163,760

163,760

Total contractual obligations

$

855,787

$

213,582

$

642,205

(1)Excludes related unamortized premium/discount and interest payments.
(2)Represents lease payments due on non-cancellable operating leases at June 30, 2022. Excluded from these tables are variable lease payments or renewals.

(1) Excludes related unamortized premium/discount and interest payments.

(2) Represents lease payments due on non-cancellable operating leases at March 31, 2023. Excluded from these tables are variable lease payments or renewals.

For more information pertaining to the previous table, reference Note 5 “Leases” and Note 6 “Borrowings” in Part I, Item 1 of this Quarterly Report.

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Table of Contents

Loan Portfolio

LHFI, net of deferred fees and costs, were $13.7totaled $14.6 billion at June 30, 2022,March 31, 2023 and $13.2$14.4 billion at December 31, 2021.2022. Commercial & industrial loansreal estate and commercial real estate-non-owner occupiedand industrial loans represented the Company’s largest loan categories at June 30, 2022. Commercial and industrial loans included approximately $21.7 million and $145.3 million in loans from the PPP loan program as of June 30, 2022both March 31, 2023 and December 31, 2021, respectively.2022.

The following table presents the remaining maturities, based on contractual maturity, by loan type, and by rate type (variable or fixed), net of deferred fees and costs, as of June 30, 2022March 31, 2023 (dollars in thousands):

Variable Rate

Fixed Rate

Variable Rate

Fixed Rate

    

Total

    

Less than 1

    

    

    

    

More than

    

    

    

    

More than

    

Total

    

Less than 1

    

    

    

    

More than

    

    

    

    

More than

Maturities

year

Total

1-5 years

5-15 years

15 years

Total

1-5 years

5-15 years

15 years

Maturities

year

Total

1-5 years

5-15 years

15 years

Total

1-5 years

5-15 years

15 years

Construction and Land Development

$

988,379

$

318,369

$

523,512

$

468,177

$

54,113

$

1,222

$

146,498

$

73,700

$

33,611

$

39,187

$

1,179,872

$

368,044

$

646,171

$

549,305

$

93,943

$

2,923

$

165,657

$

83,960

$

28,277

$

53,420

Commercial Real Estate - Owner Occupied

 

1,965,702

 

166,915

 

617,084

 

122,906

 

478,475

 

15,703

 

1,181,703

 

491,045

 

660,363

 

30,295

 

1,956,585

 

141,685

 

615,763

 

144,060

 

457,853

 

13,850

 

1,199,137

 

544,329

 

644,031

 

10,777

Commercial Real Estate - Non-Owner Occupied

 

3,860,819

 

418,158

 

2,055,666

 

919,977

 

1,125,137

 

10,552

 

1,386,995

 

985,214

 

345,039

 

56,742

 

3,968,085

 

411,939

 

2,241,470

 

1,061,768

 

1,179,645

 

57

 

1,314,676

 

979,612

 

326,975

 

8,089

Multifamily Real Estate

 

762,502

 

78,845

 

449,209

 

86,166

 

363,043

 

 

234,448

 

172,714

 

61,734

 

 

822,006

 

93,834

 

515,676

 

155,298

 

360,378

 

 

212,496

 

159,270

 

53,226

 

Commercial & Industrial

 

2,595,891

 

437,472

 

1,324,374

 

1,141,296

 

176,072

 

7,006

 

834,045

 

512,442

 

313,484

 

8,119

 

3,082,478

 

487,883

 

1,587,492

 

1,458,958

 

124,981

 

3,553

 

1,007,103

 

642,827

 

358,934

 

5,342

Residential 1-4 Family - Commercial

 

553,771

 

73,273

 

112,680

 

30,333

 

74,298

 

8,049

 

367,818

 

267,766

 

88,560

 

11,492

 

522,760

 

47,395

 

119,447

 

40,987

 

73,067

 

5,393

 

355,918

 

277,164

 

68,526

 

10,228

Residential 1-4 Family - Consumer

 

865,174

 

5,325

 

164,121

 

1,907

 

27,651

 

134,563

 

695,728

 

7,999

 

73,885

 

613,844

 

974,511

 

1,158

 

175,979

 

1,734

 

28,035

 

146,210

 

797,374

 

8,223

 

78,099

 

711,052

Residential 1-4 Family - Revolving

 

583,073

 

28,084

 

481,906

 

31,661

 

135,479

 

314,766

 

73,083

 

3,171

 

23,526

 

46,386

 

589,791

 

25,268

 

471,868

 

26,150

 

124,296

 

321,422

 

92,655

 

5,017

 

32,105

 

55,533

Auto

 

525,301

 

3,064

 

 

 

 

 

522,237

 

200,474

 

321,763

 

 

600,658

 

3,384

 

 

 

 

 

597,274

 

238,922

 

358,352

 

Consumer

 

180,045

 

14,367

 

26,462

 

23,266

 

2,293

 

903

 

139,216

 

65,669

 

49,203

 

24,344

 

145,090

 

12,446

 

19,948

 

17,552

 

2,086

 

310

 

112,696

 

54,087

 

40,123

 

18,486

Other Commercial

 

774,751

 

70,411

 

108,948

 

18,164

 

57,867

 

32,917

 

595,392

 

190,889

 

268,600

 

135,903

 

742,444

 

19,813

 

102,824

 

14,672

 

64,029

 

24,123

 

619,807

 

224,507

 

276,433

 

118,867

Total LHFI

$

13,655,408

$

1,614,283

$

5,863,962

$

2,843,853

$

2,494,428

$

525,681

$

6,177,163

$

2,971,083

$

2,239,768

$

966,312

$

14,584,280

$

1,612,849

$

6,496,638

$

3,470,484

$

2,508,313

$

517,841

$

6,474,793

$

3,217,918

$

2,265,081

$

991,794

The Company remains committed to originating soundly underwritten loans to qualifying borrowers within its markets. As reflected in the loan table, at June 30, 2022, the largest components of the Company’s loan portfolio consisted of The Company seeks to mitigate risks attributable to our most highly concentrated portfolios—commercial real estate, commercial and commercial & industrial, loans. The risks attributable to these concentrations are mitigated by the Company’sand construction and land development—through its credit underwriting and monitoring processes, including oversight by a centralized credit administration function and credit policy and risk management committee, as well as through its seasoned bankers focusing theirthat focus on lending to borrowers with proven track records in markets with which the Company is familiar.

The Company had no short-term loan modifications related to COVID-19 as of June 30, 2022 and had insignificant short-term loan modifications related to COVID-19 as of December 31, 2021.

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Table of Contents

Asset Quality

Overview

At June 30, 2022, the Company experienced decreases inMarch 31, 2023, NPAs and decreases in accruing past due loan levels as a percentage of total LHFI increased 1 basis point from the prior quarter to 0.20% and included nonaccrual LHFI of $29.1 million. Net charge-offs were $4.6 million for the three months ended March 31, 2023, compared to December 31, 2021. Net charge-offsinsignificant net charge offs for the six months ended June 30, 2022 decreased $306,000 compared tosame period in the six months ended June 30, 2021.prior year. The ACL at June 30, 2022March 31, 2023 increased $7.3 million from December 31, 2021 primarily2022 to $131.7 million, due to increasedincreasing uncertainty in the macroeconomiceconomic outlook and the impact of loan growth induring the first six monthsquarter of 2022.2023.

The Company believes its continued proactive effortscontinues to effectively manage its loan portfolio, combined with the unprecedented government stimulus and programs and regulatory support in 2021 as a result of COVID-19, have contributed to the sustainedexperience historically low levels of NPAs. TheNPAs, however, the economic environment in the Company’s efforts included identifying potential problem credits through early identificationfootprint could be impacted as persistent inflation, higher interest rates, and diligent monitoringthe threat of specific problem credits where the uncertainty has been realized, or conversely, has been reduced or eliminated.a recession looms, which could increase NPAs in future periods. The Company continues to refrain from originating or purchasing loans from foreign entities. The Company selectively originates loans to higher risk borrowers. The Company’s loan portfolio generally does not include exposure to option adjustable rate mortgage products, high loan-to-value ratio mortgages, interest only mortgage loans, subprime mortgage loans or mortgage loans with initial teaser rates, which are all considered higher risk instruments.

During the first quarter of 2023, the Company transferred a nonaccrual commercial real estate loan, totaling $7.1 million, from LHFI to LHFS, resulting in nonaccrual loans totaling $36.2 million at March 31, 2023. The below amounts exclude LHFS.

Nonperforming Assets

At June 30, 2022,March 31, 2023, NPAs totaled $31.1$29.1 million, a decreasean increase of $1.7$2.0 million or 5.1%7.4% from December 31, 2021.2022. NPAs as a percentage of total outstanding loansLHFI at June 30March 31, 2023 were 0.20%, 2022 were 0.23%, a decreasean increase of 2 bps1 bp from December 31, 2021.

2022.

The following table shows a summary of asset quality balances and related ratios as of and for the quarters ended (dollars in thousands):

    

June 30, 

    

December 31,

    

 

2022

 

2021

 

Nonaccrual loans

$

29,070

$

31,100

Foreclosed properties

 

2,065

 

1,696

Total NPAs

 

31,135

 

32,796

Loans past due 90 days and accruing interest

 

4,592

 

9,132

Total NPAs and loans past due 90 days and accruing interest

$

35,727

$

41,928

Performing TDRs

$

10,662

$

10,313

Balances

 

  

 

  

Allowance for loan and lease losses

$

104,184

$

99,787

Allowance for credit losses

113,184

107,787

Average loans, net of deferred fees and costs

 

13,525,529

 

13,082,412

Loans, net of deferred fees and costs

 

13,655,408

 

13,195,843

Ratios

 

  

 

  

Nonaccrual loans to total loans

0.21

%  

0.24

%  

NPAs to total loans

 

0.23

%  

 

0.25

%  

NPAs & loans 90 days past due and accruing interest to total loans

 

0.26

%  

 

0.32

%  

NPAs to total loans & foreclosed property

 

0.23

%  

 

0.25

%  

NPAs & loans 90 days past due and accruing interest to total loans & foreclosed property

 

0.26

%  

 

0.32

%  

ALLL to nonaccrual loans

 

358.39

%  

 

320.86

%  

ALLL to nonaccrual loans & loans 90 days past due and accruing interest

 

309.50

%  

 

248.03

%  

ACL to nonaccrual loans

389.35

%  

346.58

%  

    

March 31, 

    

December 31,

    

 

2023

 

2022

 

Nonaccrual LHFI

$

29,082

$

27,038

Foreclosed properties

 

29

 

76

Total NPAs

 

29,111

 

27,114

LHFI past due 90 days and accruing interest

 

7,244

 

7,490

Total NPAs and LHFI past due 90 days and accruing interest

$

36,355

$

34,604

Balances

 

  

 

  

Allowance for loan and lease losses

$

116,512

$

110,768

Allowance for credit losses

131,711

124,443

Average loans, net of deferred fees and costs

 

14,505,611

 

13,671,714

LHFI, net of deferred fees and costs

 

14,584,280

 

14,449,142

Ratios

 

  

 

  

Nonaccrual LHFI to total LHFI

0.20

%  

0.19

%  

NPAs to total LHFI

 

0.20

%  

 

0.19

%  

NPAs & LHFI 90 days past due and accruing interest to total LHFI

 

0.25

%  

 

0.24

%  

NPAs to total LHFI & foreclosed property

 

0.20

%  

 

0.19

%  

NPAs & LHFI 90 days past due and accruing interest to total LHFI & foreclosed property

 

0.25

%  

 

0.24

%  

ALLL to nonaccrual LHFI

 

400.63

%  

 

409.68

%  

ALLL to nonaccrual LHFI & LHFI 90 days past due and accruing interest

 

320.74

%  

 

320.81

%  

ACL to nonaccrual LHFI

452.90

%  

460.25

%  

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Table of Contents

NPAs include nonaccrual LHFI, which totaled $29.1 million at June 30, 2022 included $29.0 million in nonaccrual loans,March 31, 2023, a net decreaseincrease of $2.0 million or 6.5%7.6% from December 31, 2021.2022. The following table shows the activity in nonaccrual loansLHFI for the quarters ended (dollars in thousands):

    

June 30, 

    

December 31,

    

March 31, 

    

December 31,

2022

 

2021

2023

 

2022

Beginning Balance

$

29,032

$

35,472

$

27,038

$

26,500

Net customer payments

 

(2,472)

 

(5,068)

 

(1,755)

 

(1,805)

Additions

 

3,203

 

1,294

 

4,151

 

2,935

Charge-offs

 

(311)

 

(598)

 

(39)

 

(461)

Transfers to foreclosed property

 

(382)

 

Loans returning to accruing status

 

(313)

 

(131)

Ending Balance

$

29,070

$

31,100

$

29,082

$

27,038

The following table presents the composition of nonaccrual loansLHFI and the coverage ratio, which is the ALLL expressed as a percentage of nonaccrual loans,LHFI, as of (dollars in thousands):

    

June 30, 

    

December 31,

 

    

March 31, 

    

December 31,

 

2022

 

2021

 

2023

 

2022

 

Construction and Land Development

$

581

$

2,697

$

363

$

307

Commercial Real Estate - Owner Occupied

 

4,996

 

5,637

 

6,174

 

7,178

Commercial Real Estate - Non-owner Occupied

 

3,301

 

3,641

 

1,481

 

1,263

Multifamily Real Estate

113

Commercial & Industrial

 

2,728

 

1,647

 

4,815

 

1,884

Residential 1-4 Family - Commercial

 

2,031

 

2,285

 

1,907

 

1,904

Residential 1-4 Family - Consumer

 

12,084

 

11,397

 

10,540

 

10,846

Residential 1-4 Family - Revolving

 

3,069

 

3,406

 

3,449

 

3,453

Auto

 

279

 

223

 

347

 

200

Consumer

1

54

6

3

Total

$

29,070

$

31,100

$

29,082

$

27,038

Coverage Ratio(1)

358.39

%  

320.86

%  

400.63

%  

409.68

%  

(1) Represents the ALLL divided by nonaccrual loans.

Past Due Loans

At June 30, 2022,March 31, 2023 past due loansLHFI still accruing interest totaled $20.4$30.9 million or 0.15%0.21% of total LHFI, compared to $29.9$30.0 million or 0.23%0.21% of total LHFI at December 31, 2021.2022. Of the total past due loansLHFI still accruing interest, $4.6$7.2 million or 0.03%0.05% of total LHFI were loans past due 90 days or more at June 30, 2022,March 31, 2023, compared to $9.1$7.5 million or 0.07%0.05% of total LHFI at December 31, 2021.2022.

Troubled Loan Modifications

The Company adopted ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, effective January 1, 2023 on a prospective basis. Refer to Note 1 “Summary of Significant Accounting Policies” in Part I, Item 1 of this Quarterly Report for information on the Company’s accounting policy for loan modifications to borrowers experiencing financial difficulty and how the Company defines TLMs. As of March 31, 2023, the Company had TLMs totaling $20.5 million.

Troubled Debt Restructurings

After the adoption of ASU 2022-02, the Company no longer has TDRs. The below information is presented for December 31, 2022, prior to adoption of ASU 2022-02.

A modification of a loan’s terms constitutes a TDR if the creditor grants a concession that it would not otherwise consider to the borrower for economic or legal reasons related to the borrower’s financial difficulties. Management strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, extension of terms that are considered to be

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Table of Contents

below market, conversion to interest only, principal forgiveness and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral.

The total recorded investment in TDRs at both June 30, 2022 and December 31, 2021 totaled $18.02022 was $14.2 million. Of the $18.0$14.2 million of TDRs at June 30,December 31, 2022, $10.7$9.3 million or 59.4%65.3% were considered performing, while the remaining $7.3$4.9 million were considered nonperforming. Of the $18.0 million of TDRs at December 31, 2021, $10.3 million or 57.4% were considered performing while the remaining $7.6 million were considered nonperforming. Loans are removed from TDR status in accordance with the established policy described in Note 1 “Summary of Significant Accounting Policies” in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2021 Form 10-K.

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Table of Contents

Net Charge-offs

For the first quarter ended June 30, 2022,of 2023, net charge-offs were $939,000$4.6 million or 0.03%0.13% of total average loansLHFI on an annualized basis, compared to net charge-offs of less than 0.01% for the same quarter last year. For the six months ended June 30, 2022,The majority of net charge-offs were $935,000 or 0.01%in the first quarter of total average2023 related to two commercial loans on an annualized basis, compared to $1.2 million or 0.02% forwithin the same period last year. The net charge-offs of loans continue to be insignificant, driven by benign credit impacts since COVID-19 began.commercial and industrial and commercial real estate portfolios.

Provision for Credit Losses

The Company recorded a provision for credit losses of $3.6$11.9 million for the first quarter ended June 30, 2022,of 2023, an increase of $31.0$9.1 million compared to the negative provision for credit losses of $27.4$2.8 million recorded during the same quarter of 2021.2022. The provision for credit losses for the secondfirst quarter of 20222023 reflected a provision of $2.6$10.4 million for loan and securities losses and a $1.0$1.5 million provision for unfunded commitments. The Company recorded aincreased provision for credit losses is due to increasing uncertainty in the economic outlook and loan growth in the first three months of $6.4 million for the six months ended June 30, 2022, an increase of $47.4 million compared to the negative provision for credit losses of $41.0 million recorded during the same period last year. The provision for credit losses for the six months ended June 30, 2022 reflected a provision of $5.4 million for loan and securities losses and a $1.0 million provision for unfunded commitments. The Company released provisions for loan losses during the three and six month periods ended June 30, 2021 in light of improved economic and market conditions, compared to those that were incorporated into the Company’s ACL and provision for credit losses during 2020.2023.

Allowance for Credit Losses

At June 30, 2022,March 31, 2023, the ACL was $113.2$131.7 million and included an ALLL of $104.2$116.5 million and an RUCa reserve for unfunded commitments of $9.0$15.2 million. The ACL at March 31, 2023 increased $5.4$7.3 million from December 31, 2021, primarily2022, due to increasedincreasing uncertainty in the macroeconomiceconomic outlook and the impact of loan growth induring the first six monthsquarter of 2022.2023.

The ACL as a percentage of the total loan portfolioLHFI increased slightly to 0.83%0.90% at June 30, 2021,March 31, 2023, compared to 0.82%0.86% at December 31, 2021.2022.

The following table summarizes activity in the ALLLACL during the quarters ended (dollars in thousands):

    

June 30, 

    

December 31,

    

    

March 31, 

    

December 31,

    

2022

 

2021

 

2023

 

2022

 

Total ALLL

$

104,184

$

99,787

$

116,512

$

110,768

Total RUC

9,000

8,000

Total Reserve for Unfunded Commitments

15,199

13,675

Total ACL

$

113,184

$

107,787

$

131,711

$

124,443

ALLL to total loans

 

0.76

%  

 

0.76

%  

ACL to total loans

0.83

%  

0.82

%  

ALLL to total LHFI

 

0.80

%  

 

0.77

%  

ACL to total LHFI

0.90

%  

0.86

%  

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Table of Contents

The following table summarizes the net-charge off activity by loan segment for the periods indicated (dollars in thousands):

Three months ended,

Six months ended,

Three months ended,

Three months ended,

June 30, 2022

June 30, 2022

March 31, 2023

March 31, 2022

Commercial

    

Consumer

    

Total

    

Commercial

Consumer

    

Total

Commercial

    

Consumer

    

Total

    

Commercial

Consumer

    

Total

Loans charged-off

$

(1,007)

$

(950)

$

(1,957)

$

(1,766)

$

(1,700)

$

(3,466)

$

(5,007)

$

(719)

$

(5,726)

$

(759)

$

(750)

$

(1,509)

Recoveries

392

626

1,018

1,118

1,413

2,531

515

652

1,167

726

787

1,513

Net charge-offs

$

(615)

$

(324)

$

(939)

$

(648)

$

(287)

$

(935)

Net (charge-offs) recoveries

$

(4,492)

$

(67)

$

(4,559)

$

(33)

$

37

$

4

Net charge-offs to average loans(1)

 

0.02

%  

0.06

%  

0.03

%  

0.01

%  

 

0.03

%  

 

0.01

%  

 

0.15

%  

0.01

%  

0.13

%  

0.00

%  

 

(0.01)

%  

 

0.00

%  

Three months ended,

Six months ended,

June 30, 2021

June 30, 2021

Commercial

    

Consumer

    

Total

    

Commercial

Consumer

    

Total

Loans charged-off

$

(891)

$

(1,054)

$

(1,945)

$

(2,865)

$

(2,721)

$

(5,586)

Recoveries

1,042

834

1,876

2,648

1,697

4,345

Net charge-offs

$

151

$

(220)

$

(69)

$

(217)

$

(1,024)

$

(1,241)

Net charge-offs to average loans(1)

 

NM

0.04

%  

0.00

%  

0.00

%  

 

0.10

%  

 

0.02

%  

(1) Annualized

The following table showssummarizes the ACL activity by loan segment and the percentage of the loanLHFI portfolio that the related ACL covers as of the quarters ended (dollars in thousands):

June 30,

December 31,

2022

2021

March 31, 2023

December 31, 2022

Commercial

Consumer

    

Total

    

Commercial

Consumer

    

Total

Commercial

Consumer

    

Total

    

Commercial

Consumer

    

Total

ACL

$

85,692

$

27,492

$

113,184

$

85,323

$

22,464

$

107,787

$

102,336

$

29,375

$

131,711

$

95,527

$

28,916

$

124,443

Loan %(1)

84.2

%  

15.8

%  

100.0

%  

84.7

%  

15.3

%  

100.0

%  

84.2

%  

15.8

%  

100.0

%  

84.3

%  

15.7

%  

100.0

%  

ACL to total loans

0.75

%  

1.28

%  

0.83

%  

0.76

%  

 

1.11

%  

 

0.82

%  

ACL to total LHFI

0.83

%  

1.27

%  

0.90

%  

0.78

%  

 

1.27

%  

 

0.86

%  

(1) The percentage represents the loan balance divided by total loansloans.

The increase in the ACL for both loan segments is due to increased uncertainty in the macroeconomic outlook and the impact of loan growth in the first sixthree months of 2022.2023.

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Table of Contents

Deposits

As of June 30, 2022,March 31, 2023, total deposits were $16.1$16.5 billion, a decreasean increase of $482.4$524.2 million or 5.9%13.3% annualized from December 31, 2021.2022. Total interest-bearing deposits consist of NOW,Interest checking accounts, money market, savings, and time deposit account balances. Total time deposit balances of $1.7$2.2 billion accounted for 15.8%18.4% of total interest-bearing deposits at June 30, 2022,March 31, 2023, compared to $1.9$1.8 billion and 16.3%16.4% at December 31, 2021.2022.

The following table presents the deposit balances by major category as of the quarters ended (dollars in thousands):

June 30, 2022

    

December 31, 2021

 

March 31, 2023

    

December 31, 2022

 

    

    

% of total

    

    

% of total

 

    

    

% of total

    

    

% of total

 

Deposits:

Amount

deposits

Amount

deposits

 

Amount

deposits

Amount

deposits

 

Non-interest bearing

$

5,361,538

 

33.3

%  

$

5,207,324

 

31.3

%

NOW accounts

 

3,943,303

 

24.4

%  

 

4,176,032

 

25.1

%

Interest checking accounts

$

4,714,366

 

28.6

%  

$

4,186,505

 

26.3

%

Money market accounts

 

3,956,050

 

24.6

%  

 

4,249,858

 

25.6

%

 

3,547,514

 

21.6

%  

 

3,922,533

 

24.6

%

Savings accounts

 

1,165,577

 

7.2

%  

 

1,121,297

 

6.8

%

 

1,047,914

 

6.4

%  

 

1,130,899

 

7.1

%

Time deposits of $250,000 and over

 

360,158

 

2.2

%  

 

452,193

 

2.7

%

Other time deposits

 

1,342,009

 

8.3

%  

 

1,404,364

 

8.5

%

Customer time deposits of $250,000 and over

 

541,447

 

3.3

%  

 

405,060

 

2.5

%

Other customer time deposits

 

1,648,747

 

10.0

%  

 

1,396,011

 

8.8

%

Time Deposits

2,190,194

 

13.3

%  

1,801,071

 

11.3

%

Total interest-bearing customer deposits

11,499,988

69.9

%

11,041,008

69.3

%

Brokered deposits

377,913

2.3

%  

7,430

0.0

%

Total interest-bearing deposits

$

11,877,901

72.2

%

$

11,048,438

69.3

%

Demand deposits

4,578,009

27.8

%

4,883,239

30.7

%

Total Deposits (1)

$

16,128,635

 

100.0

%  

$

16,611,068

 

100.0

%

$

16,455,910

 

100.0

%  

$

15,931,677

 

100.0

%

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Table of Contents

(1) Includes estimated uninsured deposits of $5.6$5.5 billion and $5.9$6.5 billion as of June 30, 2022March 31, 2023 and December 31, 2021, respectively. Amounts are based on estimated amounts2022, respectively, and collateralized deposits of uninsured deposits$924.0 million and $951.9 million as of the reported period.March 31, 2023 and December 31, 2022, respectively.

The Company may also borrow additional funds by purchasing certificates of deposit through a nationally recognized network of financial institutions. The Company utilizes this funding source when rates are more favorable than other funding sources; however, it had reduced the usageas part of its overall liquidity management strategy. As of March 31, 2023 and December 31, 2022, there were $135.6 million and $7.5 million, respectively, purchased certificates of deposit as compared to historical levels, due to increased customer deposit balances since the beginning of COVID-19. As of June 30, 2022, customer deposits have begun to decline, resultingincluded in the Company purchasing $58.7 million of certificates of deposit. At December 31, 2021deposit on the Company had no purchased certificates of deposit.Company’s Consolidated Balance Sheets.

Maturities of uninsured time deposits in excess of FDIC insurance limits as of June 30, 2022March 31, 2023 and December 31, 20212022 were as follows (dollars in thousands):

    

    

June 30, 2022

December 31, 2021

March 31, 2023

December 31, 2022

Within 3 Months

$

18,957

$

42,696

3 - 6 Months

 

50,701

 

30,313

6 - 12 Months

47,560

101,942

3 Months or Less

$

125,840

$

14,225

Over 3 Months through 6 Months

 

120,931

 

36,907

Over 6 Months through 12 Months

189,297

88,410

Over 12 Months

 

90,690

 

104,242

 

36,292

 

78,268

Total

$

207,908

$

279,193

$

472,360

$

217,810

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Table of Contents

Capital Resources

Capital resources represent funds, earned or obtained, over which financial institutions can exercise greater or longer control in comparison with deposits and borrowed funds. The adequacy of the Company’s capital is reviewed by management on an ongoing basis with reference to size, composition, and quality of the Company’s resources and consistency with regulatory requirements and industry standards. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and to absorb potential losses, yet allow management to effectively leverage its capital to maximize return to shareholders.

On December 10, 2021,Under the Company’s Board of Directors authorized the Repurchase Program to purchase up to $100.0 million of the Company’s common stock through December 9, 2022 in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and /or Rule 10b-18 under the Exchange Act. As part of the Repurchase Program, approximately 1.3 million shares (or $48.2 million) were repurchased during the six months ended June 30, 2022, and of these shares, approximately 649,000 shares (or $23.2 million) were repurchased during the second quarter of 2022. Approximately $51.8 million of share repurchases remain available under the Repurchase Program at June 30, 2022.

For information about the Company’s stock repurchase activity and the Repurchase Program, please refer to Note 9 “Stockholders’ Equity” in Part I, Item 1 and Part II, Item 2 of this Quarterly Report.

The Federal Reserve requiresBasel III capital rules, the Company and the Bank tomust comply with the following minimum capital ratios: (i) a common equity Tier 1 capital ratio of 7.0% of risk-weighted assets; (ii) a Tier 1 capital ratio of 8.5% of risk-weighted assets; (iii) a total capital ratio of 10.5% of risk-weighted assets; and (iv) a leverage ratio of 4.0% of total assets. These ratios, with the exception of the leverage ratio, include a 2.5% capital conservation buffer, which is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.

On March 27, 2020, the banking agencies issued an interim final rule that allows the Company to phase in the impact of adopting the CECL methodology up to two years, with a three-year transition period to phase out the cumulative benefit to regulatory capital provided during the two-year delay.  The Company is allowed to include the impact of the CECL transition, which is defined as the CECL Day 1 impact to capital plus 25% of the Company’s provision for credit losses during 2020, in regulatory capital through 2021.  The Company elected to phase-inphase in the regulatory capital impact as permitted under the aforementioned interim final rule. Beginning in 2022, theThe CECL transition amount began to impactwill be phased out of regulatory capital by phasing it in over a three-year period, beginning 2022 and ending in 2024.

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Table of Contents

The table summarizes the Company’s regulatory capital and related ratios for the periods presented (2) (dollars in thousands):

June 30, 

December 31, 

June 30, 

March 31,

December 31, 

March 31,

2022

2021

2021

2023

2022

2022

Common equity Tier 1 capital

$ 1,592,401

$ 1,569,752

$ 1,574,570

1,690,040

1,684,088

$ 1,557,135

Tier 1 capital

1,758,758

1,736,108

1,740,926

1,856,396

1,850,444

1,723,491

Tier 2 capital

456,853

437,435

354,132

489,827

468,716

454,002

Total risk-based capital

2,215,611

2,173,543

2,095,059

2,346,224

2,319,160

2,177,493

Risk-weighted assets

15,995,009

15,336,432

14,913,244

17,049,045

16,930,559

15,795,239

Capital ratios:

Common equity Tier 1 capital ratio

9.96%

10.24%

10.56%

9.91%

9.95%

9.86%

Tier 1 capital ratio

11.00%

11.32%

11.67%

10.89%

10.93%

10.91%

Total capital ratio

13.85%

14.17%

14.05%

13.76%

13.70%

13.79%

Leverage ratio (Tier 1 capital to average assets)

9.26%

9.01%

9.20%

9.38%

9.42%

9.07%

Capital conservation buffer ratio (1)

5.00%

5.32%

5.67%

4.89%

4.93%

4.91%

Common equity to total assets

11.32%

12.68%

12.91%

11.31%

10.78%

11.79%

Tangible common equity to tangible assets (+)

6.78%

8.20%

8.40%

6.91%

6.43%

7.21%

(1) Calculated by subtracting the regulatory minimum capital ratio requirements from the Company’s actual ratio results for Common equity, Tier 1, and Total risk basedrisk-based capital. The lowest of the three measures represents the Company’s capital conservation buffer ratio.

(2) All ratios and amounts at June 30, 2022March 31, 2023 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.

(+) Refer to “Non-GAAP Financial Measures” section within this Item 2 for more information about this non-GAAP financial measure, including a reconciliation of this measure to the most directly comparable financial measure calculated in accordance with GAAP.

For more information about our off-balance sheet obligations and cash requirements, refer to “Liquidity” within this Item 2.

NON-GAAP FINANCIAL MEASURES

In this Quarterly Report, the Company has provided supplemental performance measures on a tax-equivalent, tangible, operating, adjusted or pre-tax pre-provision basis. These non-GAAP financial measures are a supplement to GAAP, which is used to prepare the Company’s financial statements and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. The Company uses the non-GAAP financial measures discussed herein in its analysis of the Company’s performance. The Company’s management believes that these non-GAAP financial measures provide additional understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in the Company’s underlying performance.

Net interest income (FTE) and total revenue (FTE), which isare used in computing net interest margin (FTE), providesprovide valuable additional insight into the net interest margin by adjusting for differences in the tax treatment of interest income sources. The entire FTE adjustment is attributable to interest income on earning assets, which is used in computing the yield on earning assets. Interest expense and the related cost of interest-bearing liabilities and cost of funds ratios are not affected by the FTE components.

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Table of Contents

The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the periods presented (dollars in thousands):

Three Months Ended

 

Six Months Ended

 

Three Months Ended

 

June 30, 

 

June 30, 

 

March 31, 

 

    

2022

    

2021

 

    

2022

    

2021

 

    

2023

    

2022

 

Interest Income (FTE)

Interest and dividend income (GAAP)

$

148,755

$

150,852

$

287,212

$

298,525

$

217,546

$

138,456

FTE adjustment

 

3,577

 

3,144

 

6,912

 

6,197

 

3,788

 

3,336

Interest and dividend income (FTE) (non-GAAP)

$

152,332

$

153,996

$

294,124

$

304,722

$

221,334

$

141,792

Average earning assets

$

17,646,470

$

17,868,938

$

17,765,085

$

17,781,005

$

18,238,088

$

17,885,018

Yield on interest-earning assets (GAAP)

 

3.38

%  

 

3.39

%

 

3.26

%  

 

3.39

%

 

4.84

%  

 

3.14

%

Yield on interest-earning assets (FTE) (non-GAAP)

 

3.46

%  

 

3.46

%

 

3.34

%  

 

3.46

%

 

4.92

%  

 

3.22

%

Net Interest Income (FTE)

 

  

 

  

 

  

 

  

 

  

 

  

Net interest income (GAAP)

$

138,767

$

140,548

$

269,698

$

275,446

$

153,443

$

130,931

FTE adjustment

 

3,577

 

3,144

 

6,912

 

6,197

 

3,788

 

3,336

Net interest income (FTE) (non-GAAP)

$

142,344

$

143,692

$

276,610

$

281,643

$

157,231

$

134,267

Noninterest income (GAAP)

38,286

28,466

68,439

59,451

9,628

30,153

Total revenue (FTE) (non-GAAP)

$

180,630

$

172,158

$

345,049

$

341,094

$

166,859

$

164,420

Average earning assets

$

17,646,470

$

17,868,938

$

17,765,085

$

17,781,005

$

18,238,088

$

17,885,018

Net interest margin (GAAP)

 

3.15

%  

 

3.15

%

 

3.06

%  

 

3.12

%

 

3.41

%  

 

2.97

%

Net interest margin (FTE) (non-GAAP)

 

3.24

%  

 

3.23

%

 

3.14

%  

 

3.19

%

 

3.50

%  

 

3.04

%

Tangible common equity and tangible assets are used in the calculation of certain profitability, capital, and per share ratios. The Company believes tangible common equity, tangible assets, and the related ratios are meaningful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital of the Company and its ability to absorb potential losses. The Company believes tangible common equity is an important indication of its ability to grow organically and through business combinations as well as its ability to pay dividends and to engage in various capital management strategies. Tangible common equity is used in the calculation of certain profitability, capital, and per share ratios. The Company believes tangible common equity and related ratios are meaningful measures of capital adequacy because they provide a meaningful basis for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital of the Company and its ability to absorb potential losses.

The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the periods presented (dollars in thousands):

Three Months Ended

Three Months Ended

June 30, 

December 31, 

June 30, 

March 31, 

December 31, 

March 31, 

    

2022

    

2021

    

2021

    

    

2023

    

2022

    

2022

    

Tangible Assets

 

  

 

  

 

  

 

  

 

  

 

  

Ending Assets (GAAP)

$

19,661,799

$

20,064,796

$

19,989,356

$

20,103,370

$

20,461,138

$

19,782,430

Less: Ending goodwill

 

925,211

 

935,560

 

935,560

 

925,211

 

925,211

 

935,560

Less: Ending amortizable intangibles

 

31,621

 

43,312

 

49,917

 

24,482

 

26,761

 

40,273

Ending tangible assets (non-GAAP)

$

18,704,967

$

19,085,924

$

19,003,879

$

19,153,677

$

19,509,166

$

18,806,597

Tangible Common Equity

 

  

 

  

 

  

 

  

 

  

 

  

Ending Equity (GAAP)

$

2,391,476

$

2,710,071

$

2,747,597

$

2,440,236

$

2,372,737

$

2,498,335

Less: Ending goodwill

 

925,211

 

935,560

 

935,560

 

925,211

 

925,211

 

935,560

Less: Ending amortizable intangibles

 

31,621

 

43,312

 

49,917

 

24,482

 

26,761

 

40,273

Less: Perpetual preferred stock

166,357

166,357

166,357

166,357

166,357

166,357

Ending tangible common equity (non-GAAP)

$

1,268,287

$

1,564,842

$

1,595,763

$

1,324,186

$

1,254,408

$

1,356,145

Average equity (GAAP)

$

2,445,045

$

2,715,610

$

2,747,864

$

2,423,600

2,321,208

$

2,660,984

Less: Average goodwill

 

935,446

 

935,560

 

935,560

 

925,211

 

925,211

 

935,560

Less: Average amortizable intangibles

 

38,707

 

44,866

 

51,637

 

25,588

 

27,909

 

41,743

Less: Average perpetual preferred stock

166,356

166,356

166,356

166,356

166,356

166,356

Average tangible common equity (non-GAAP)

$

1,304,536

$

1,568,828

$

1,594,311

$

1,306,445

$

1,201,732

$

1,517,325

Common equity to total assets (GAAP)

11.32

%  

12.68

%  

12.91

%  

11.31

%  

10.78

%  

11.79

%  

Tangible common equity to tangible assets (non-GAAP)

 

6.78

%

 

8.20

%

 

8.40

%

 

6.91

%

 

6.43

%

 

7.21

%

Book value per share (GAAP)

$

29.95

$

33.80

$

33.30

Book value per common share (GAAP)

$

30.53

$

29.68

$

31.12

Adjusted operating measures exclude the losses related to balance sheet repositioning (principally composed of losses on debt extinguishment), gains or losses on sale of securities, gain on the sale of DHFB,a legal reserve associated with an ongoing regulatory matter previously disclosed, as well as strategic branch closingclosure initiatives and related facility consolidation costs (principally composed of real estate, leases, and other assets write downs, as well as severance associated with branch closing and corporate expense reduction initiatives). The Company believes these non-GAAP adjusted measures provide investors with important information about the continuing economic results of the organization’s operations. Prior periods in this Quarterly Report have been adjusted for previously announced branch closing and corporate expense reduction initiatives.

-73--75-

Table of Contents

The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the periods presented (dollars in thousands, except per share amounts):

Three Months Ended

 

Six Months Ended

 

Three Months Ended

 

June 30, 

 

June 30, 

 

March 31, 

 

    

2022

    

2021

 

    

2022

    

2021

 

    

2023

    

2022

 

Adjusted Operating Earnings & EPS

Net income (GAAP)

$

62,226

$

85,384

$

105,916

$

141,573

$

35,653

$

43,690

Plus: Net loss related to balance sheet repositioning, net of tax

11,609

Less: (Loss) gain on sale of securities, net of tax

(2)

(2)

62

Less: Gain on sale of DHFB, net of tax

7,984

7,984

Plus: Branch closing and facility consolidation costs, net of tax

(17)

4,351

713

Plus: Legal reserve, net of tax

3,950

Plus: Strategic branch closing and facility consolidation costs, net of tax

4,351

Plus: Loss on sale of securities, net of tax

10,586

Adjusted operating earnings (non-GAAP)

$

54,244

$

85,367

$

102,285

$

153,833

$

50,189

$

48,041

Less: Dividends on preferred stock

2,967

2,967

5,934

5,934

2,967

2,967

Adjusted operating earnings available to common shareholders (non-GAAP)

$

51,277

$

82,400

$

96,351

$

147,899

$

47,222

$

45,074

Weighted average common shares outstanding, diluted

 

74,849,871

 

78,843,724

 

75,201,326

 

78,863,859

 

74,835,514

 

75,556,127

Earnings per common share, diluted (GAAP)

$

0.79

$

1.05

$

1.33

$

1.72

$

0.44

$

0.54

Adjusted operating earnings per common share, diluted (non-GAAP)

$

0.69

$

1.05

$

1.28

$

1.88

$

0.63

$

0.60

Adjusted operating measures exclude the amortization of intangibles, losses related to balance sheet repositioning (principally composed of losses on debt extinguishment), gains orintangible assets, losses on sale of securities, a legal reserve associated with an ongoing regulatory matter previously disclosed, as well as strategic branch closingclosure initiatives and related facility consolidation costs (principally composed of real estate, leases, and other assets write downs, as well as severance associated with branch closing and corporate expense reduction initiatives). The Company believes thisthese adjusted measure providesmeasures provide investors with important information about the continuing economic results of the organization’s operations. Net interest income (FTE), which is used in computing net interest margin (FTE)provides valuable additional insight into the net interest margin by adjusting for differences in tax treatment of interest income sources. The entire FTE adjustment is attributable to interest income on earning assets, which is used in computing yield on earning assets. Interest expense is not affected by the FTE components.

The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the periods presented (dollars in thousands):

Three Months Ended

 

Six Months Ended

 

Three Months Ended

 

June 30, 

 

June 30, 

 

March 31, 

 

    

2022

    

2021

 

    

2022

    

2021

 

    

2023

    

2022

 

Adjusted Operating Noninterest Expense & Noninterest Income

Noninterest expense (GAAP)

$

98,768

$

91,971

$

204,089

$

203,908

$

108,274

$

105,321

Less: Amortization of intangible assets

 

2,915

 

3,568

 

5,954

 

7,298

 

2,279

 

3,039

Less: Losses related to balance sheet repositioning

14,695

Less: Branch closing and facility consolidation costs

(22)

5,508

902

Less: Legal reserve

5,000

Less: Strategic branch closing and facility consolidation costs

5,508

Adjusted operating noninterest expense (non-GAAP)

$

95,853

$

88,425

$

192,627

$

181,013

$

100,995

$

96,774

Noninterest income (GAAP)

$

38,286

$

28,466

$

68,439

$

59,451

$

9,628

$

30,153

Less: (Loss) gain on sale of securities

(2)

(2)

78

Less: Gain on sale of DHFB

9,082

9,082

Plus: Loss on sale of securities

13,400

Adjusted operating noninterest income (non-GAAP)

$

29,206

$

28,466

$

59,359

$

59,373

$

23,028

$

30,153

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Table of Contents

PPP adjustment impact excludes the unforgiven portion of PPP loans. The Company believes LHFI (net of deferred fees and costs), excluding PPP is useful to investors as it provides more clarity on the Company’s organic growth.

The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the periods presented (dollars in thousands):

Three Months Ended

Six Months Ended

June 30,

December 31,

June 30,

June 30, 

June 30, 

2022

2021

2021

2022

2021

Adjusted Loans

Loans held for investment (net of deferred fees and costs)(GAAP)

$

13,655,408

$

13,195,843

$

13,697,929

$

13,655,408

$

13,697,929

Less: PPP adjustments (net of deferred fees and costs)

21,749

150,363

859,386

21,749

859,386

Total adjusted loans (non-GAAP)

$

13,633,659

$

13,045,480

$

12,838,543

$

13,633,659

$

12,838,543

Average loans held for investment (net of deferred fees and costs) (GAAP)

$

13,525,529

$

13,082,412

$

13,971,939

$

13,413,780

$

14,017,777

Less: Average PPP adjustments (net of deferred fees and costs)

43,391

288,204

1,187,641

73,052

1,248,147

Total adjusted average loans (non-GAAP)

$

13,482,138

$

12,794,208

$

12,784,298

$

13,340,728

$

12,769,630

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Sensitivity

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates, and equity prices. The Company’s market risk is composed primarily of interest rate risk. The ALCO of the CompanyCompany’s asset liability committee is responsible for reviewing the interest rate sensitivity position of the Company and establishing policies to monitor and limit exposure to this risk. The Company’s Board of Directors reviews and approves the guidelines established by ALCO.the asset liability committee.

InterestThe Company monitors interest rate risk is monitored through the use of three complementary modeling tools: static gap analysis, earnings simulation modeling, and economic value simulation (net present value estimation). Each of these models measures changes in a variety of interest rate scenarios. While each of the interest rate risk models has limitations, taken together, they represent a reasonably comprehensive view of the magnitude of the Company’s interest rate risk, in the Company, the distribution of risk along the yield

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curve, the level of risk through time, and the amount of exposure to changes in certain interest rate relationships. StaticThe Company’s static gap analysis, which measures aggregate re-pricing values, is utilized less utilizedoften because it does not effectively measuretake into account the options risk impact onoptionality embedded into many assets and liabilities and, therefore, the Company and isdoes not addressedaddress it here. EarningsThe Company uses earnings simulation and economic value simulation models on a regular basis, which more effectively measure the cash flow and optionality impacts, and these models are utilized by management on a regular basis and are explaineddiscussed below.

The Company determines the overall magnitude of interest sensitivity risk and then formulates policies and practices governing asset generation and pricing, funding sources and pricing, and off-balance sheet commitments. These decisions are based on management’s expectations regarding future interest rate movements, the states of the national, regional and local economies, and other financial and business risk factors. The Company uses simulation modeling to measure and monitor the effect of various interest rate scenarios and business strategies on net interest income. This modeling reflects interest rate changes and the related impact on net interest income and net income over specified time horizons.

Earnings Simulation AnalysisModeling

Management uses earnings simulation analysismodeling to measure the sensitivity of net interest income to changes in interest rates. The model calculates an earnings estimate based on current and projected balances and rates. This method is subject to the accuracy of the assumptions that underlie the process, but the Company believes it provides a better analysis of the sensitivity of earnings to changes in interest rates than other analyses, such as the static gap analysis discussednoted above.

AssumptionsThe Company derives the assumptions used in the model are derived from historical trends and management’s outlook, and includeincluding expected loan and deposit growth rates and projected yields and rates. These assumptions may not materializebe realized and unanticipated events and circumstances may occur.also occur that cause the assumptions to be inaccurate. The model also does not take into account any future actions of management to mitigate the impact of interest rate changes. SuchThe Company monitors the assumptions are monitored by management and periodically adjustedadjusts them as deemed appropriate. AllIn the Company’s modeling, it is assumed that all maturities, calls, and prepayments in the securities portfolio are assumed to be reinvested in like instruments.instruments, and the Company bases the MBS prepayment assumptions are based on industry estimates of prepayment speeds for portfolios with similar coupon ranges and seasoning.

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Different The Company also uses different interest rate scenarios and yield curves are used to measure the sensitivity of earnings to changing interest rates. Interest rates on different asset and liability accounts move differently when the prime rate changes and these differences are reflected in the different rate scenarios.

The Company uses its simulation model to estimate earnings in rate environments where rates are instantaneously shocked up or down around a “most likely” rate scenario, based on implied forward rates and futures curves. The analysis assesses the impact on net interest income over a 12-month time horizon after an immediate increase or “shock” in rates, of 100 bps up to 300 bps. The model, under all scenarios, does not drop the index below zero.

The following table represents the interest rate sensitivity on net interest income for the Company across the rate paths modeled for balances as of June 30, 2022,March 31, 2023, December 31, 2021,2022, and June 30, 2021:March 31, 2022:

Change In Net Interest Income

Change In Net Interest Income

June 30, 

December 31, 

June 30, 

March 31,

December 31, 

March 31,

2022

2021

2021

2023

2022

2022

    

%

    

%

    

%

    

    

%

    

%

    

%

Change in Yield Curve:

 

  

 

  

  

 

 

  

 

  

  

+300 basis points

 

19.04

 

30.15

20.74

 

7.91

 

11.73

15.55

+200 basis points

 

12.81

 

20.39

13.82

 

5.01

 

8.25

10.42

+100 basis points

 

6.54

 

10.33

6.81

 

2.06

 

4.65

5.36

Most likely rate scenario

 

 

 

 

-100 basis points

 

(7.33)

 

(9.20)

(4.58)

 

(4.75)

 

(3.18)

(7.40)

-200 basis points

 

(16.45)

 

(13.62)

(5.48)

 

(8.94)

 

(7.40)

(14.17)

-300 basis points

(11.46)

(12.21)

(19.67)

Asset sensitivity indicates thatIf an institution is asset sensitive its assets reprice more quickly than its liabilities and net interest income would be expected to increase in a rising interest rate environment, the Company’sand decrease in a falling interest rate environment. If an institution is liability

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sensitive its liabilities reprice more quickly than its assets and net interest income would increase and in a decreasing interest rate environment, the Company’s net interest income would decrease. Liability sensitivity indicates thatbe expected to decrease in a rising interest rate environment the Company’s net interest income would decrease and increase in a decreasingfalling interest rate environment, the Company’s net interest income would increase.environment.

From a net interest income perspective, the Company was generally less asset sensitive as of June 30, 2022,March 31, 2023, compared to its position as of June 30, 2021.March 31, 2022. This shift is in part due to the changing market characteristics of certain loan and deposit products and in part due to various other balance sheet strategies. The Company would expect net interest income to increase with an immediate increase or shock in market rates. In the decreasing interest rate environments, the Company would expect a decline in net interest income as interest-earning assets re-price at lower rates andmore quickly than interest-bearing deposits remain at or near their floors.deposits.

Economic Value SimulationModeling

Economic value simulation modeling is used to calculate the estimated fair value of assets and liabilities over different interest rate environments. EconomicThe Company calculates the economic values are calculated based on discounted cash flow analysis. The net economic value of equity is the economic value of all assets minus the economic value of all liabilities. The change in net economic value over different rate environments is an indication of the longer-term earnings capability of the balance sheet. The Company uses the same assumptions are used in the economic value simulation model as in the earnings simulation.simulation model. The economic value simulation model uses instantaneous rate shocks to the balance sheet.

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The following chart reflects the estimated change in net economic value over different rate environments using economic value simulation for the balances at the quarterly periods ended June 30, 2022,March 31, 2023, December 31, 2021,2022, and June 30, 2021:March 31, 2022:

Change In Economic Value of Equity

Change In Economic Value of Equity

June 30, 

December 31, 

June 30, 

March 31,

December 31, 

March 31,

2022

2021

2021

2023

2022

2022

    

%

    

%

    

%

    

    

%

    

%

    

%

Change in Yield Curve:

 

  

  

  

 

  

  

  

+300 basis points

 

(8.07)

(6.85)

3.06

 

(11.44)

(12.32)

(9.59)

+200 basis points

 

(5.43)

(3.55)

2.77

 

(7.91)

(8.41)

(6.16)

+100 basis points

 

(2.07)

(1.22)

2.03

 

(4.05)

(4.25)

(2.90)

Most likely rate scenario

 

 

-100 basis points

 

0.97

(4.82)

(3.84)

 

3.01

3.55

0.56

-200 basis points

 

(2.45)

(12.89)

(4.12)

 

5.30

6.41

(3.93)

-300 basis points

5.90

5.71

(12.13)

As of June 30, 2022,March 31, 2023, the Company’s economic value of equity is generally less asset sensitive in a rising interest rate environment compared to its position as of June 30, 2021March 31, 2022 primarily due to the composition of the Consolidated Balance Sheets and due in part to the pricing characteristics and assumptions of certain deposits.

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2022.March 31, 2023. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act, means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and to ensure that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2022,March 31, 2023, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

In designing and evaluating the Company’s disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, management

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necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting

Management has taken measures to maintain the internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, June 30, 2022.2023. There have been no changes during the quarter ended June 30, 2022March 31, 2023 that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

In the ordinary course of itsour operations, the Company and its subsidiarieswe are partiesparty to various legal proceedings. Based on the information presently available, and after consultation with legal counsel, management believes that the ultimate outcome in such proceedings, in the aggregate, will not have a material adverse effect on the business or the financial condition or results of operations of the Company, subject to the potential outcomes of the matter discussed below.

As previously disclosed, proceedings. There have been no material changeson February 9, 2022, pursuant to the CFPB’s Notice and Opportunity to Respond and Advise process, the CFPB Office of Enforcement notified us that it is considering recommending that the CFPB take legal action against us in connection with alleged violations of Regulation E, 12 C.F.R. § 1005.17, and the Consumer Financial Protection Act, 12 U.S.C. §§ 5531 and 5536, in connection with our overdraft practices and policies.  In March 2023, the CFPB commenced settlement discussions with us to resolve the matter. We cannot provide assurance whether a settlement will be reached, the final terms or timing of any such settlement, or the final amount of loss (potentially including both restitution and a civil money penalty) with respect to this matter. Any final loss could be materially different from our current estimate and accrued amount. If the Company’s previously disclosed proceedings.Company and the CFPB do not reach a settlement, the CFPB may commence litigation against the Company. See Note 7, “Commitments and Contingencies” in the “Notes to the Consolidated Financial Statements” in Part I, Item I of this Form 10-Q for additional information.

ITEM 1A – RISK FACTORS

During the quarter ended June 30, 2022,March 31, 2023, there have been no material changes from the risk factors previously disclosed under Part I, Item 1A. “Risk Factors” in the Company’s 2021 Annual Report.2022 Form 10-K, except as described below.

An investment in the Company’s securities involves risks. In addition to the other information set forth in this Quarterly Report, including the information addressed in this Item 1A and under “Forward-Looking Statements,” investors in the Company’s securities should carefully consider the factors discussed in the Company’s 2021 Annual Report.2022 Form 10-K. These factors could materially and adversely affect the Company’s business, financial condition, liquidity, results of operations, and capital position and could cause the Company’s actual results to differ materially from its historical results or the results contemplated by the forward-looking statements contained in this report, in which case the trading price of the Company’s securities could decline.

Risks Related to Our Business, Industry and Markets

Our business, financial condition, and results of operations could be adversely affected by developments impacting the financial services industry, such as recent bank failures or concerns involving liquidity.

Recent events in the financial services industry (including the closures of Silicon Valley Bank, Signature Bank, and First Republic Bank) have caused general uncertainty and concern regarding the adequacy of liquidity of the financial services industry generally. Liquidity is essential to our business. While we rely on different sources of funding to meet potential liquidity demands, our business strategies are largely based on access to funding from customer deposits and supplemental funding provided by wholesale or other secondary liquidity sources. Deposit levels may be affected by various industry factors, including interest rates paid by competitors, general interest rate levels, returns available to customers on alternative investments, conditions in the financial services industry specifically and general economic conditions that impact the amount of liquidity in the economy and savings levels, and also by factors that impact customers’ perception of our financial condition and capital and liquidity levels. In response to the closures of Silicon Valley Bank and Signature Bank, the Secretary of the U.S. Treasury approved actions enabling the FDIC to complete its resolution of Silicon Valley Bank and Signature Bank in a manner that fully protected depositors by utilizing the Deposit Insurance Fund, and the Federal Reserve announced it would make available additional funding for eligible depository institutions to help assure banks have the ability to meet the needs of their depositors. It is uncertain whether these steps by the banking regulators will be sufficient to calm the financial markets and financial services industry generally and reduce the risk of deposit outflows, and particularly sudden deposit outflows, from banks. This uncertainty may drive deposit outflows, increased borrowing and funding costs, and increased competition for liquidity, any of which could have a material adverse impact on our business, financial condition and results of operations.

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ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Sales of Unregistered Securities – None

(b) Use of Proceeds – Not Applicable.

(c) Issuer Purchases of Securities 

Stock Repurchase Program; Other Repurchases

On December 10, 2021, the Company’sour Board of Directors authorized a new share repurchase program (the “Repurchase Program”) to purchase up to $100.0 million of the Company’sour common stock through December 9, 2022 in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and /or Rule 10b-18 under the Exchange Act. The Repurchase Program permitsrepurchase program permitted management to repurchase shares of the Company’sour common stock from time to time at management’s discretion. The actual means and timing of any shares purchased under the Repurchase Program will depend on a variety of factors, including the market price of the Company’s common stock, general market and economic conditions, and applicable legal and regulatory requirements. The Repurchase Program doesrepurchase program did not obligate the Companyus to purchase any particular number of shares. As part of the repurchase program, approximately 1.3 million shares (or approximately $48.2 million) were repurchased throughout 2022. As of March 31, 2023, the Company does not have an authorized share repurchase program.

The following information describes the Company’s common stock repurchases for the three months ended June 30, 2022:March 31,2023:

Period

Total number of shares purchased(1)

Average price paid per share ($)(2)

Total number of shares purchased as part of publicly announced plans or programs

Approximate dollar value of shares that may yet be purchased under the plans or programs ($)(2)

Total number of shares purchased(1)

Average price paid per share ($)

Total number of shares purchased as part of publicly announced plans or programs

Approximate dollar value of shares that may yet be purchased under the plans or programs ($)

April 1 - April 30, 2022

450,774

36.26

449,275

58,689,927

May 1 - May 31, 2022

201,046

34.62

199,933

51,767,233

June 1 - June 30, 2022

6,732

33.92

51,767,233

January 1 - January 31, 2023

1,101

36.33

February 1 - February 28, 2023

54,279

37.87

March 1 - March 31, 2023

576

35.16

Total

658,552

35.74

649,208

55,956

37.81

_________________________________________

(1) For the three months ended June 30, 2022, 9,344March 31, 2023, 55,956 shares were withheld upon vesting of restricted shares granted to employees of the Company in order to satisfy tax withholding obligations.

(2) These amounts include fees and commissions associated with the shares repurchased.

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ITEM 6 – EXHIBITS

The following exhibits are filed as part of this Quarterly Report and this list includes the Exhibit Index:

Exhibit No.

    

Description

2.2

Agreement and Plan of Reorganization, dated as of October 4, 2018, as amended on December 7, 2018, by and between Union Bankshares Corporation and Access National Corporation (incorporated by reference to Annex A to Form S-4/A Registration Statement filed on December 10, 2018; SEC file no. 333-228455).

3.1

Amended and Restated Articles of Incorporation of Atlantic Union Bankshares Corporation, effective May 7, 2020 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on May 7, 2020).

3.1.1

Articles of Amendment designating the 6.875% Perpetual Non-Cumulative Preferred Stock, Series A, effective June 9, 2020 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on June 9, 2020).

3.2

Amended and Restated Bylaws of Atlantic Union Bankshares Corporation, effective as of December 5, 2019 (incorporated by reference to Exhibit 3.3 to Annual Report on Form 10-K filed on February 25, 2020).

10.1

Amended and Restated Virginia Bankers Association Deferred Compensation Plan for Directors and Executives of Atlantic Union Bankshares Corporation, as restated effective January 1, 2023.

10.2

Adoption Agreement for the Restated Virginia Bankers Association Nonqualified Supplemental Deferred Compensation Plan of Atlantic Union Bankshares Corporation (for Directors and Executives), effective January 1, 2023.

10.3

Form of Performance Share Unit Agreement under Atlantic Union Bankshares Corporation Stock and Incentive Plan (for awards on or after February 23, 2023) (incorporated by reference to Exhibit 10.23 to Annual Report on Form 10-K filed on February 24, 2023).

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10.4

Management Incentive Plan (incorporated by reference to Exhibit 10.11 to Annual Report on Form 10-K

filed on February 24, 2023).

15.1

Letter regarding unaudited interim financial information.

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

Interactive data files formatted in Inline eXtensible Business Reporting Language for the quarter ended June 30, 2022March 31, 2023 pursuant to Rule 405 of Regulation S-T (1):S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (unaudited), (iii) the Consolidated Statements of Comprehensive Income (Loss) (unaudited), (iv) the Consolidated Statements of Changes in Stockholders’ Equity (unaudited), (v) the Consolidated Statements of Cash Flows (unaudited) and (vi) the Notes to Consolidated Financial Statements (unaudited).

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022,March 31, 2023, formatted in Inline eXtensible Business Reporting Language (included with Exhibit 101).

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SIGNATURES

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

Atlantic Union Bankshares Corporation

(Registrant)

Date: AugustMay 4, 20222023

By:

/s/ John C. Asbury

John C. Asbury,

President and Chief Executive Officer

(principal executive officer)

Date: AugustMay 4, 20222023

By:

/s/ Robert M. Gorman

Robert M. Gorman,

Executive Vice President and Chief Financial Officer

(principal financial and accounting officer)

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