Bridgewater Bancshares Inc - Quarter Report: 2022 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2022

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

For the transition period from ____________ to ________

Commission File Number 001-38412

BRIDGEWATER BANCSHARES, INC.

(Exact name of registrant as specified in its charter)


Minnesota (State or other jurisdiction of incorporation or organization)		26-0113412 (I.R.S. Employer Identification No.)

4450 Excelsior Boulevard, Suite 100 St. Louis Park, Minnesota (Address of principal executive offices)		55416 (Zip Code)

(952) 893-6868

(Registrant’s telephone number, including area code)

. Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, $0.01 Par Value	BWB	The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/100^th interest in a share of 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share	BWBBP	The Nasdaq Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically 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, 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 the Common Stock outstanding as of May 2, 2022 was 27,975,443.

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PART I FINANCIAL INFORMATION	3

Item 1. Consolidated Financial Statements (unaudited)	3
Consolidated Balance Sheets	3
Consolidated Statements of Income	4
Consolidated Statements of Comprehensive Income	5
Consolidated Statements of Shareholders’ Equity	6
Consolidated Statements of Cash Flows	7
Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3. Quantitative and Qualitative Disclosures About Market Risk	57
Item 4. Controls and Procedures	59

PART II OTHER INFORMATION	59

Item 1. Legal Proceedings	59
Item 1A. Risk Factors	59
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3. Defaults Upon Senior Securities	60
Item 4. Mine Safety Disclosures	60
Item 5. Other Information	61
Item 6. Exhibits	61

SIGNATURES	62

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PART 1 – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Bridgewater Bancshares, Inc. and Subsidiaries

Consolidated Balance Sheets

(dollars in thousands, except share data)


	March 31,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Cash and Cash Equivalents	$	71,887	$	143,473
Bank-Owned Certificates of Deposit		1,139		1,876
Securities Available for Sale, at Fair Value		459,090		439,362
Loans, Net of Allowance for Loan Losses of $41,692 at March 31, 2022 (unaudited) and $40,020 at December 31, 2021		2,937,210		2,769,917
Federal Home Loan Bank (FHLB) Stock, at Cost		6,846		5,242
Premises and Equipment, Net		49,044		49,395
Accrued Interest		9,596		9,186
Goodwill		2,626		2,626
Other Intangible Assets, Net		431		479
Other Assets		70,051		56,103
Total Assets	$	3,607,920	$	3,477,659

LIABILITIES AND EQUITY
LIABILITIES
Deposits:
Noninterest Bearing	$	835,482	$	875,084
Interest Bearing		2,200,129		2,071,153
Total Deposits		3,035,611		2,946,237
Federal Funds Purchased		23,000		—
FHLB Advances		42,500		42,500
Subordinated Debentures, Net of Issuance Costs		92,349		92,239
Accrued Interest Payable		1,576		1,409
Other Liabilities		33,443		16,002
Total Liabilities		3,228,479		3,098,387

SHAREHOLDERS' EQUITY
Preferred Stock- $0.01 par value; Authorized 10,000,000
Preferred Stock - Issued and Outstanding 27,600 Series A shares ($2,500 liquidation preference) at March 31, 2022 (unaudited) and December 31, 2021		66,514		66,514
Common Stock- $0.01 par value; Authorized 75,000,000
Common Stock - Issued and Outstanding 28,150,389 at March 31, 2022 (unaudited) and 28,206,566 at December 31, 2021		282		282
Additional Paid-In Capital		103,756		104,123
Retained Earnings		210,596		199,347
Accumulated Other Comprehensive Income (Loss)		(1,707)		9,006
Total Shareholders' Equity		379,441		379,272
Total Liabilities and Equity	$	3,607,920	$	3,477,659

See accompanying notes to consolidated financial statements.

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Bridgewater Bancshares, Inc. and Subsidiaries

Consolidated Statements of Income

(dollars in thousands, except per share data)

(Unaudited)


	Three Months Ended
	March 31,		March 31,
	2022		2021
INTEREST INCOME
Loans, Including Fees	$	31,744	$	27,908
Investment Securities		2,870		2,420
Other		80		112
Total Interest Income		34,694		30,440

INTEREST EXPENSE
Deposits		3,158		3,671
Notes Payable		—		61
FHLB Advances		150		228
Subordinated Debentures		1,197		1,085
Federal Funds Purchased		9		—
Total Interest Expense		4,514		5,045

NET INTEREST INCOME		30,180		25,395
Provision for Loan Losses		1,675		1,100

NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES		28,505		24,295

NONINTEREST INCOME
Customer Service Fees		281		234
Other Income		1,276		774
Total Noninterest Income		1,557		1,008

NONINTEREST EXPENSE
Salaries and Employee Benefits		8,694		7,102
Occupancy and Equipment		1,085		1,055
Other Expense		3,729		2,766
Total Noninterest Expense		13,508		10,923

INCOME BEFORE INCOME TAXES		16,554		14,380
Provision for Income Taxes		4,292		3,709
NET INCOME		12,262		10,671
Preferred Stock Dividends		(1,013)		—
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	11,249	$	10,671

EARNINGS PER SHARE
Basic	$	0.40	$	0.38
Diluted		0.39		0.37

See accompanying notes to consolidated financial statements.

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Bridgewater Bancshares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(dollars in thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2022		2021
Net Income	$	12,262	$	10,671
Other Comprehensive Income (Loss):
Unrealized Losses on Available for Sale Securities		(23,013)		(2,516)
Unrealized Gains on Cash Flow Hedges		9,029		5,605
Reclassification Adjustment for Losses Realized in Income		423		328
Income Tax Impact		2,848		(695)
Total Other Comprehensive Income (Loss), Net of Tax		(10,713)		2,722
Comprehensive Income	$	1,549	$	13,393

See accompanying notes to consolidated financial statements.

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Bridgewater Bancshares, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Equity

Three Months Ended March 31, 2022 and 2021

(dollars in thousands, except share data)

(Unaudited)


										Accumulated
						Additional				Other
	Preferred		Common Stock			Paid-In		Retained		Comprehensive
Three Months Ended	Stock		Shares	Amount		Capital		Earnings		Income (Loss)		Total

BALANCE December 31, 2020	$	—	28,143,493	$	281	$	103,714	$	154,831	$	6,579	$	265,405
Stock-based Compensation		—	5,008		—		574		—		—		574
Comprehensive Income		—	—		—		—		10,671		2,722		13,393
Stock Options Exercised		—	1,400		—		12		—		—		12
Stock Repurchases		—	(16,618)		—		(208)		—		—		(208)
Issuance of Restricted Stock Awards		—	—		—		—		—		—		—
Restricted Shares Withheld for Taxes		—	(354)		—		(5)		—		—		(5)
BALANCE March 31, 2021	$	—	28,132,929	$	281	$	104,087	$	165,502	$	9,301	$	279,171

BALANCE December 31, 2021	$	66,514	28,206,566	$	282	$	104,123	$	199,347	$	9,006	$	379,272
Stock-based Compensation		—	4,656		—		831		—		—		831
Comprehensive Income (Loss)		—	—		—		—		12,262		(10,713)		1,549
Stock Options Exercised		—	10,000		—		21		—		—		21
Stock Repurchases		—	(71,038)		—		(1,203)		—		—		(1,203)
Forfeiture of Restricted Stock Awards		—	(400)		—		(1)		—		—		(1)
Vested Restricted Stock Units		—	1,500		—		—		—		—		—
Restricted Shares Withheld for Taxes		—	(895)		—		(15)		—		—		(15)
Preferred Stock Dividend		—	—		—		—		(1,013)		—		(1,013)
BALANCE March 31, 2022	$	66,514	28,150,389	$	282	$	103,756	$	210,596	$	(1,707)	$	379,441

See accompanying notes to consolidated financial statements.

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Bridgewater Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(dollars in thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	12,262	$	10,671
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Net Amortization on Securities Available for Sale		681		814
Provision for Loan Losses		1,675		1,100
Depreciation of Premises and Equipment		628		554
Amortization of Other Intangible Assets		48		48
Amortization of Subordinated Debt Issuance Costs		110		87
Stock-based Compensation		831		574
Changes in Operating Assets and Liabilities:
Accrued Interest Receivable and Other Assets		(1,377)		1,141
Accrued Interest Payable and Other Liabilities		16,423		6,295
Net Cash Provided by Operating Activities		31,281		21,284

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in Bank-Owned Certificates of Deposit		737		491
Proceeds from Sales of Securities Available for Sale		—		1,650
Proceeds from Maturities, Paydowns, Payups and Calls of Securities Available for Sale		8,531		8,838
Purchases of Securities Available for Sale		(51,449)		(18,674)
Net Increase in Loans		(168,968)		(97,527)
Net Increase in FHLB Stock		(1,604)		(793)
Purchases of Premises and Equipment		(277)		(864)
Net Cash Used in Investing Activities		(213,030)		(106,879)

CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Deposits		89,374		137,017
Net Increase in Federal Funds Purchased		23,000		—
Principal Payments on Notes Payable		—		(11,000)
Preferred Stock Dividends Paid		(1,013)		—
Stock Options Exercised		21		12
Stock Repurchases		(1,203)		(208)
Forfeiture of Restricted Stock Awards		(1)
Shares Repurchased for Tax Withholdings Upon Vesting of Restricted Stock-Based Awards		(15)		(5)
Net Cash Provided by Financing Activities		110,163		125,816

NET CHANGE IN CASH AND CASH EQUIVALENTS		(71,586)		40,221
Cash and Cash Equivalents Beginning		143,473		160,675
Cash and Cash Equivalents Ending	$	71,887	$	200,896

SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash Paid for Interest	$	4,238	$	4,837
Cash Paid for Income Taxes		40		295
Net Investment Securities Purchased but Not Settled		503		1,840

See accompanying notes to consolidated financial statements.

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Bridgewater Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Note 1: Description of the Business and Summary of Significant Accounting Policies

Organization

Bridgewater Bancshares, Inc. (the “Company”) is a financial holding company whose operations consist of the ownership of its wholly-owned subsidiaries, Bridgewater Bank (the “Bank”) and Bridgewater Risk Management, Inc. The Bank commenced operations in 2005 and provides retail and commercial loan and deposit services, principally to customers within the Minneapolis-St. Paul-Bloomington, MN-WI Metropolitan Statistical Area. In 2008, the Bank formed BWB Holdings, LLC, a wholly owned subsidiary of the Bank, for the purpose of holding repossessed property. In 2018, the Bank formed Bridgewater Investment Management, Inc., a wholly owned subsidiary of the Bank, for the purpose of holding certain municipal securities and to engage in municipal lending activities.

Bridgewater Risk Management, Inc. was incorporated in December 2016 as a wholly owned insurance company. It insures the Company and its subsidiaries against certain risks unique to the operations of the Company and for which insurance may not be currently available or economically feasible in today’s insurance marketplace. Bridgewater Risk Management pools resources with several other insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves.

Basis of Presentation

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of the consolidated balance sheets, consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of shareholders’ equity and consolidated statements of cash flows in conformity with U.S. generally accepted accounting principles (“GAAP”). However, all normal recurring adjustments which are, in the opinion of management, necessary for the fair presentation of the interim financial statements have been included. The results of operations for the three-month period ended March 31, 2022 are not necessarily indicative of the results which may be expected for the entire year. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 8, 2022.

Principles of Consolidation

These consolidated financial statements include the amounts of the Company, the Bank, with locations in Bloomington, Greenwood, Minneapolis (2), St. Louis Park, Orono, and St. Paul, Minnesota, BWB Holdings, LLC, Bridgewater Investment Management, Inc., and Bridgewater Risk Management, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates in Preparation of Financial Statements

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Information available which could affect judgements includes, but is not limited to, changes in interest rates, changes in the performance of the economy, including COVID-19 pandemic related changes, and changes in the financial condition of borrowers.

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Material estimates that are particularly susceptible to significant change in the near term include the determination of the allowance for loan losses, calculation of deferred tax assets, fair value of financial instruments, and investment securities impairment.

Emerging Growth Company

The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, even if the Company complies with the greater obligations of public companies that are not emerging growth companies, the Company may avail itself of the reduced requirements applicable to emerging growth companies from time to time in the future, so long as the Company is an emerging growth company. The Company will continue to be an emerging growth company until the earliest to occur of: (1) the end of the fiscal year following the fifth anniversary of the date of the first sale of common equity securities under the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on March 13, 2018; (2) the last day of the fiscal year in which the Company has $1.07 billion or more in annual revenues; (3) the date on which the Company is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or (4) the date on which the Company has, during the previous three-year period, issued publicly or privately, more than $1.0 billion in non-convertible debt securities.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the benefits of this extended transition period.

Impact of Recently Issued Accounting Guidance

In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This ASU updates guidance in Topic 326 to eliminate the accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables – Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancing and restructuring activities by creditors when a borrower is experiencing financial difficulty. Additionally, the amendments to ASC 326 require that an entity disclose current period gross write offs by year of origination within the vintage disclosures, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivables by year of origination. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022 for companies that have adopted CECL, including interim periods within those fiscal years, with early adoption permitted. The Company is in the process of evaluating the provisions of this ASU and its effects on the consolidated financial statements, however the adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

Subsequent Events

Subsequent events have been evaluated through May 5, 2022, which is the date the consolidated financial statements were available to be issued.

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Note 2: Earnings Per Share

Basic earnings per common share are computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share are computed by dividing net income by the weighted average number of common shares adjusted for the dilutive effect of stock compensation. For the three months ended March 31, 2022 and 2021, respectively, 300,500 and 314,800, of stock options, restricted stock awards and restricted stock units were excluded from the calculation because they were deemed to be anti-dilutive.

The following table presents the numerators and denominators for basic and diluted earnings per share computations for the three months ended March 31, 2022 and 2021:


	Three Months Ended
	March 31,
(dollars in thousands, except per share data)	2022		2021
Net Income Available to Common Shareholders	$	11,249	$	10,671
Weighted Average Common Stock Outstanding:
Weighted Average Common Stock Outstanding (Basic)		28,123,809		28,017,366
Dilutive Effect of Stock Compensation		1,032,276		927,846
Weighted Average Common Stock Outstanding (Dilutive)		29,156,085		28,945,212

Basic Earnings per Common Share	$	0.40	$	0.38
Diluted Earnings per Common Share		0.39		0.37

Note 3: Securities

The following tables present the amortized cost and estimated fair value of securities with gross unrealized gains and losses at March 31, 2022 and December 31, 2021:


	March 31, 2022
			Gross		Gross
	Amortized		Unrealized		Unrealized
(dollars in thousands)	Cost		Gains		Losses		Fair Value
Securities Available for Sale:
U.S. Treasury Securities	$	17,448	$	—	$	(97)	$	17,351
Municipal Bonds		171,546		1,887		(9,215)		164,218
Mortgage-Backed Securities		131,480		53		(6,983)		124,550
Corporate Securities		83,834		1,060		(927)		83,967
SBA Securities		27,836		90		(223)		27,703
Asset-Backed Securities		40,846		617		(162)		41,301
Total Securities Available for Sale	$	472,990	$	3,707	$	(17,607)	$	459,090


	December 31, 2021
			Gross		Gross
	Amortized		Unrealized		Unrealized
(dollars in thousands)	Cost		Gains		Losses		Fair Value
Securities Available for Sale:
U.S. Treasury Securities	$	756	$	—	$	(2)	$	754
Municipal Bonds		151,665		7,492		(788)		158,369
Mortgage-Backed Securities		125,563		1,085		(2,111)		124,537
Corporate Securities		81,925		2,740		(185)		84,480
SBA Securities		30,474		102		(206)		30,370
Asset-Backed Securities		39,867		1,044		(59)		40,852
Total Securities Available for Sale	$	430,250	$	12,463	$	(3,351)	$	439,362

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The following tables present the fair value and gross unrealized losses of securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2022 and December 31, 2021:


	Less Than 12 Months				12 Months or Greater				Total
			Unrealized				Unrealized				Unrealized
(dollars in thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
March 31, 2022
U.S. Treasury Securities	$	17,351	$	(97)	$	—	$	—	$	17,351	$	(97)
Municipal Bonds		96,153		(7,938)		11,233		(1,277)		107,386		(9,215)
Mortgage-Backed Securities		74,194		(2,977)		39,942		(4,006)		114,136		(6,983)
Corporate Securities		29,031		(838)		1,910		(89)		30,941		(927)
SBA Securities		5,594		(24)		13,579		(199)		19,173		(223)
Asset-Backed Securities		13,745		(162)		—		—		13,745		(162)
Total Securities Available for Sale	$	236,068	$	(12,036)	$	66,664	$	(5,571)	$	302,732	$	(17,607)


	Less Than 12 Months				12 Months or Greater				Total
			Unrealized				Unrealized				Unrealized
(dollars in thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
December 31, 2021
U.S. Treasury Securities	$	754	$	(2)	$	—	$	—	$	754	$	(2)
Municipal Bonds		44,332		(708)		3,757		(80)		48,089		(788)
Mortgage-Backed Securities		36,921		(630)		35,949		(1,481)		72,870		(2,111)
Corporate Securities		9,398		(133)		1,948		(52)		11,346		(185)
SBA Securities		3,896		(7)		16,297		(199)		20,193		(206)
Asset-Backed Securities		6,742		(59)		—		—		6,742		(59)
Total Securities Available for Sale	$	102,043	$	(1,539)	$	57,951	$	(1,812)	$	159,994	$	(3,351)

At March 31, 2022, 372 debt securities had unrealized losses with aggregate depreciation of approximately 5.5% from the Company’s amortized cost basis. At December 31, 2021, 199 debt securities had unrealized losses with aggregate depreciation of approximately 2.1% from the Company’s amortized cost basis. These unrealized losses related principally to changes in interest rates and were not due to changes in the financial condition of the issuer, the quality of any underlying assets, or applicable credit enhancements. In analyzing whether unrealized losses on debt securities are other than temporary, management considers whether the securities are issued by a government body or agency, whether a rating agency has downgraded the securities, industry analysts’ reports, the financial condition and performance of the issuer, and the quality of any underlying assets or credit enhancements. Since management has the ability and intent to hold these debt securities for the foreseeable future, no declines were deemed to be other than temporary as of March 31, 2022.

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The following table presents a summary of amortized cost and estimated fair value of debt securities by the lesser of expected call date or contractual maturity as of March 31, 2022. Call date is used when a call of the debt security is expected, as determined by the Company when the security has a market value above its amortized cost. Contractual maturities will differ from expected maturities for mortgage-backed, SBA securities and asset-backed securities because borrowers may have the right to call or prepay obligations without penalties.


(dollars in thousands)	Amortized Cost		Fair Value
March 31, 2022
Due in One Year or Less	$	6,716	$	6,755
Due After One Year Through Five Years		100,820		102,145
Due After Five Years Through 10 Years		72,960		71,417
Due After 10 Years		92,332		85,219
Subtotal		272,828		265,536
Mortgage-Backed Securities		131,480		124,550
SBA Securities		27,836		27,703
Asset-Backed Securities		40,846		41,301
Totals	$	472,990	$	459,090

As of March 31, 2022 and December 31, 2021, the securities portfolio was unencumbered.

The following table presents a summary of the proceeds from sales of securities available for sale, as well as gross gains and losses, for the three months ended March 31, 2022 and 2021:


	Three Months Ended
	March 31,
(dollars in thousands)	2022		2021
Proceeds From Sales of Securities	$	—	$	1,650
Gross Gains on Sales		—		—
Gross Losses on Sales		—		—

Note 4: Loans

The following table presents the components of the loan portfolio at March 31, 2022 and December 31, 2021:


	March 31,		December 31,
(dollars in thousands)	2022		2021
Commercial	$	363,290	$	360,169
Paycheck Protection Program		12,309		26,162
Construction and Land Development		321,131		281,474
Real Estate Mortgage:
1-4 Family Mortgage		312,201		305,317
Multifamily		1,012,623		910,243
CRE Owner Occupied		117,969		111,096
CRE Nonowner Occupied		840,463		818,569
Total Real Estate Mortgage Loans		2,283,256		2,145,225
Consumer and Other		7,981		6,442
Total Loans, Gross		2,987,967		2,819,472
Allowance for Loan Losses		(41,692)		(40,020)
Net Deferred Loan Fees		(9,065)		(9,535)
Total Loans, Net	$	2,937,210	$	2,769,917

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The following table presents the activity in the allowance for loan losses, by segment, for the three months ended March 31, 2022 and 2021:


			Paycheck		Construction						CRE		CRE
			Protection		and Land		1--4 Family				Owner		Non-owner		Consumer
(dollars in thousands)	Commercial		Program		Development		Mortgage		Multifamily		Occupied		Occupied		and Other		Unallocated		Total
Three Months Ended March 31, 2022
Allowance for Loan Losses:
Beginning Balance	$	6,256	$	13	$	3,757	$	3,757	$	12,610	$	1,495	$	11,335	$	147	$	650	$	40,020
Provision for Loan Losses		(620)		(7)		562		125		1,473		100		328		38		(324)		1,675
Loans Charged-off		—		—		—		—		—		—		—		(15)		—		(15)
Recoveries of Loans		2		—		—		3		—		—		—		7		—		12
Total Ending Allowance Balance	$	5,638	$	6	$	4,319	$	3,885	$	14,083	$	1,595	$	11,663	$	177	$	326	$	41,692

Three Months Ended March 31, 2021
Allowance for Loan Losses:
Beginning Balance	$	5,703	$	70	$	2,491	$	3,972	$	9,517	$	1,162	$	10,991	$	203	$	732	$	34,841
Provision for Loan Losses		729		13		282		(76)		339		(7)		35		32		(247)		1,100
Loans Charged-off		—		—		—		(5)		—		—		—		(9)		—		(14)
Recoveries of Loans		19		—		—		3		—		32		—		6		—		60
Total Ending Allowance Balance	$	6,451	$	83	$	2,773	$	3,894	$	9,856	$	1,187	$	11,026	$	232	$	485	$	35,987

The following tables present the balance in the allowance for loan losses and the recorded investment in loans, by segment, based on impairment method as of March 31, 2022 and December 31, 2021:


			Paycheck		Construction						CRE		CRE
			Protection		and Land		1--4 Family				Owner		Non-owner		Consumer
(dollars in thousands)	Commercial		Program		Development		Mortgage		Multifamily		Occupied		Occupied		and Other		Unallocated		Total
Allowance for Loan Losses at March 31, 2022
Individually Evaluated for Impairment	$	19	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	19
Collectively Evaluated for Impairment		5,619		6		4,319		3,885		14,083		1,595		11,663		177		326		41,673
Totals	$	5,638	$	6	$	4,319	$	3,885	$	14,083	$	1,595	$	11,663	$	177	$	326	$	41,692

Allowance for Loan Losses at December 31, 2021
Individually Evaluated for Impairment	$	607	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	607
Collectively Evaluated for Impairment		5,649		13		3,757		3,757		12,610		1,495		11,335		147		650		39,413
Totals	$	6,256	$	13	$	3,757	$	3,757	$	12,610	$	1,495	$	11,335	$	147	$	650	$	40,020


			Paycheck		Construction						CRE		CRE
			Protection		and Land		1--4 Family				Owner		Non-owner		Consumer
(dollars in thousands)	Commercial		Program		Development		Mortgage		Multifamily		Occupied		Occupied		and Other		Total
Loans at March 31, 2022
Individually Evaluated for Impairment	$	12,803	$	—	$	122	$	288	$	—	$	2,402	$	2,996	$	—	$	18,611
Collectively Evaluated for Impairment		350,487		12,309		321,009		311,913		1,012,623		115,567		837,467		7,981		2,969,356
Totals	$	363,290	$	12,309	$	321,131	$	312,201	$	1,012,623	$	117,969	$	840,463	$	7,981	$	2,987,967

Loans at December 31, 2021
Individually Evaluated for Impairment	$	14,512	$	—	$	130	$	1,390	$	—	$	2,421	$	4,188	$	—	$	22,641
Collectively Evaluated for Impairment		345,657		26,162		281,344		303,927		910,243		108,675		814,381		6,442		2,796,831
Totals	$	360,169	$	26,162	$	281,474	$	305,317	$	910,243	$	111,096	$	818,569	$	6,442	$	2,819,472

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The following table presents information regarding total carrying amounts and total unpaid principal balances of impaired loans by loan segment as of March 31, 2022 and December 31, 2021:


	March 31, 2022						December 31, 2021
	Recorded		Principal		Related		Recorded		Principal		Related
(dollars in thousands)	Investment		Balance		Allowance		Investment		Balance		Allowance
Loans With No Related Allowance for Loan Losses:
Commercial	$	12,704	$	12,704	$	—	$	4,545	$	4,545	$	—
Construction and Land Development		122		729		—		130		737		—
Real Estate Mortgage:
HELOC and 1-4 Family Junior Mortgage		—		—		—		933		933		—
1st REM - Rentals		288		288		—		457		457		—
CRE Owner Occupied		2,402		2,456		—		2,421		2,466		—
CRE Nonowner Occupied		2,996		2,996		—		4,188		4,188		—
Totals		18,512		19,173		—		12,674		13,326		—

Loans With An Allowance for Loan Losses:
Commercial		99		99		19		9,967		9,967		607
Totals		99		99		19		9,967		9,967		607
Grand Totals	$	18,611	$	19,272	$	19	$	22,641	$	23,293	$	607

The following table presents information regarding the average balances and interest income recognized on impaired loans by loan segment for the three months ended March 31, 2022 and 2021:



	Three Months Ended March 31,
	2022				2021
	Average		Interest		Average		Interest
(dollars in thousands)	Investment		Recognized		Investment		Recognized
Loans With No Related Allowance for Loan Losses:
Commercial	$	14,053	$	190	$	117	$	2
Construction and Land Development		127		—		150		—
Real Estate Mortgage:
HELOC and 1-4 Family Junior Mortgage		—		—		884		11
1st REM - Rentals		290		4		476		6
CRE Owner Occupied		2,463		26		871		3
CRE Nonowner Occupied		3,004		37		3,089		39
Totals		19,937		257		5,587		61

Loans With An Allowance for Loan Losses:
Commercial		100		—		1,159		12
Consumer and Other		—		—		13		—
Totals		100		—		1,172		12
Grand Totals	$	20,037	$	257	$	6,759	$	73

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The process of analyzing loans for changes in risk rating is ongoing through routine monitoring of the portfolio and annual internal credit reviews for credits meeting certain thresholds.

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The following tables present the risk category of loans by loan segment as of March 31, 2022 and December 31, 2021, based on the most recent analysis performed by management:


	March 31, 2022
(dollars in thousands)	Pass		Watch		Substandard		Total
Commercial	$	344,172	$	6,315	$	12,803	$	363,290
Paycheck Protection Program		12,309		—		—		12,309
Construction and Land Development		321,009		—		122		321,131
Real Estate Mortgage:
HELOC and 1-4 Family Junior Mortgage		27,750		—		—		27,750
1st REM - 1-4 Family		49,417		685		—		50,102
LOCs and 2nd REM - Rentals		26,244		14		—		26,258
1st REM - Rentals		207,803		—		288		208,091
Multifamily		1,012,623		—		—		1,012,623
CRE Owner Occupied		115,567		—		2,402		117,969
CRE Nonowner Occupied		797,638		39,829		2,996		840,463
Consumer and Other		7,981		—		—		7,981
Totals	$	2,922,513	$	46,843	$	18,611	$	2,987,967


	December 31, 2021
(dollars in thousands)	Pass		Watch		Substandard		Total
Commercial	$	336,939	$	8,718	$	14,512	$	360,169
Paycheck Protection Program		26,162		—		—		26,162
Construction and Land Development		281,344		—		130		281,474
Real Estate Mortgage:
HELOC and 1-4 Family Junior Mortgage		30,327		—		933		31,260
1st REM - 1-4 Family		48,024		689		—		48,713
LOCs and 2nd REM - Rentals		21,625		16		—		21,641
1st REM - Rentals		203,246		—		457		203,703
Multifamily		910,243		—		—		910,243
CRE Owner Occupied		108,675		—		2,421		111,096
CRE Nonowner Occupied		774,474		39,907		4,188		818,569
Consumer and Other		6,442		—		—		6,442
Totals	$	2,747,501	$	49,330	$	22,641	$	2,819,472

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The following tables present the aging of the recorded investment in past due loans by loan segment as of March 31, 2022 and December 31, 2021:


	Accruing Interest
			30-89 Days		90 Days or
(dollars in thousands)	Current		Past Due		More Past Due		Nonaccrual		Total
March 31, 2022
Commercial	$	363,277	$	13	$	—	$	—	$	363,290
Paycheck Protection Program		12,309		—		—		—		12,309
Construction and Land Development		321,009		—		—		122		321,131
Real Estate Mortgage:
HELOC and 1-4 Family Junior Mortgage		27,750		—		—		—		27,750
1st REM - 1-4 Family		50,102		—		—		—		50,102
LOCs and 2nd REM - Rentals		26,258		—		—		—		26,258
1st REM - Rentals		208,091		—		—		—		208,091
Multifamily		1,012,623		—		—		—		1,012,623
CRE Owner Occupied		117,385		—		—		584		117,969
CRE Nonowner Occupied		840,463		—		—		—		840,463
Consumer and Other		7,981		—		—		—		7,981
Totals	$	2,987,248	$	13	$	—	$	706	$	2,987,967


	Accruing Interest
			30-89 Days		90 Days or
(dollars in thousands)	Current		Past Due		More Past Due		Nonaccrual		Total
December 31, 2021
Commercial	$	360,169	$	—	$	—	$	—	$	360,169
Paycheck Protection Program		26,162		—		—		—		26,162
Construction and Land Development		281,344		—		—		130		281,474
Real Estate Mortgage:
HELOC and 1-4 Family Junior Mortgage		31,211		49		—		—		31,260
1st REM - 1-4 Family		48,713		—		—		—		48,713
LOCs and 2nd REM - Rentals		21,641		—		—		—		21,641
1st REM - Rentals		203,703		—		—		—		203,703
Multifamily		910,243		—		—		—		910,243
CRE Owner Occupied		110,504		—		—		592		111,096
CRE Nonowner Occupied		818,569		—		—		—		818,569
Consumer and Other		6,442		—		—		—		6,442
Totals	$	2,818,701	$	49	$	—	$	722	$	2,819,472

At March 31, 2022, there were three loans classified as troubled debt restructurings with total aggregate outstanding balances of $1.3 million. In comparison, at December 31, 2021, there were four loans classified as troubled debt restructurings with total aggregate outstanding balances of $1.4 million. There were no new loans classified as troubled debt restructurings during the three months ended March 31, 2022, and no loans classified as troubled debt restructurings during the previous twelve months subsequently defaulted during the three months ended March 31, 2022.

In response to the COVID-19 pandemic, the Company developed programs for clients who experienced business and personal disruptions due to the COVID-19 pandemic pursuant to which the Company provided interest-only modifications, loan payment deferrals, or extended amortization modifications. In accordance with interagency regulatory guidance and the CARES Act, qualifying loans modified in response to the COVID-19 pandemic are not considered troubled debt restructurings.

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The following table presents a summary of active loan modifications made in response to the COVID-19 pandemic, by loan segment and modification type, as of March 31, 2022:


	Interest-Only			Extended Amortization			Total
(dollars in thousands)	Amount		# of Loans	Amount		# of Loans	Amount		# of Loans
Commercial	$	315	2	$	4,715	1	$	5,030	3
Real Estate Mortgage:
CRE Owner Occupied		584	3		—	—		584	3
CRE Nonowner Occupied		24,776	4		—	—		24,776	4
Totals	$	25,675	9	$	4,715	1	$	30,390	10

Note 5: Deposits

The following table presents the composition of deposits at March 31, 2022 and December 31, 2021:


	March 31,		December 31,
(dollars in thousands)	2022		2021
Transaction Deposits	$	1,433,884	$	1,419,873
Savings and Money Market Deposits		890,926		863,567
Time Deposits		286,674		293,474
Brokered Deposits		424,127		369,323
Totals	$	3,035,611	$	2,946,237

Brokered deposits contain brokered transaction and money market accounts of $195.1 million and $131.2 million as of March 31, 2022 and December 31, 2021, respectively.

The following table presents the scheduled maturities of brokered and customer time deposits at March 31, 2022:


(dollars in thousands)	2022
Less than 1 Year	$	138,566
1 to 2 Years		77,077
2 to 3 Years		115,863
3 to 4 Years		121,308
4 to 5 Years		35,191
Greater than 5 Years		27,722
Totals	$	515,727

The aggregate amount of time deposits greater than $250,000 was approximately $52.1 million and $59.6 million at March 31, 2022 and December 31, 2021, respectively.

Note 6: Derivative Instruments and Hedging Activities

The Company uses derivative financial instruments, which consist of interest rate swaps and interest rate caps, to assist in its interest rate risk management. The notional amount does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual agreements. Derivative financial instruments are reported at fair value in other assets or other liabilities. The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship. For derivatives not designated as hedges, the gain or loss is recognized in current earnings.

Non-hedge Derivatives

The Company enters into interest rate swaps to facilitate client transactions and meet their financing needs. Upon entering into these instruments to meet client needs, the Company enters into offsetting positions with large U.S.

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financial institutions in order to minimize the risk to the Company. These swaps are derivatives, but are not designated as hedging instruments.

Interest rate swap contracts involve the risk of dealing with counterparties and their ability to meet contractual terms. When the fair value of a derivative instrument contract is positive, this generally indicates that the counterparty or client owes the Company, and results in credit risk to the Company. When the fair value of a derivative instrument contract is negative, the Company owes the client or counterparty and therefore, the Company has no credit risk.

The following table presents a summary of the Company’s interest rate swaps to facilitate customer transactions as of March 31, 2022 and December 31, 2021:


	March 31, 2022				December 31, 2021
	Notional		Estimated		Notional		Estimated
(dollars in thousands)	Amount		Fair Value		Amount		Fair Value
Interest rate swap agreements:
Assets	$	66,245	$	2,249	$	49,101	$	641
Liabilities		66,245		(2,249)		49,101		(641)
Total	$	132,490	$	—	$	98,202	$	—

Cash Flow Hedging Derivatives

For derivative instruments that are designated and qualify as a cash flow hedge, the aggregate fair value of the derivative instrument is recorded in other assets or other liabilities with any gain or loss related to changes in fair value recorded in accumulated other comprehensive income, net of tax. The gain or loss is reclassified into earnings in the same period during which the hedged asset or liability affects earnings and is presented in the same income statement line item as the earnings effect of the hedged asset or liability. The Company utilizes cash flow hedges to manage interest rate exposure for the brokered deposit and wholesale borrowing portfolios. During the next 12 months, the Company estimates that $1.4 million will be reclassified to interest expense.

The following table presents a summary of the Company’s interest rate swaps designated as cash flow hedges as of March 31, 2022 and December 31, 2021:


(dollars in thousands)	March 31, 2022			December 31, 2021
Notional Amount	$	125,000		$	125,000
Weighted Average Pay Rate		1.27	%		1.27	%
Weighted Average Receive Rate		0.28	%		0.14	%
Weighted Average Maturity (Years)		3.52			3.76
Net Unrealized Gain (Loss)	$	5,807		$	791

The Company purchases interest rate caps, designated as cash flow hedges, of certain deposit liabilities. The interest rate caps require receipt of variable amounts from the counterparties when interest rates rise above the strike price in the contracts. For the three months ended March 31, 2022 and 2021, the company recognized amortization expense on the interest rate caps of $176,000 and $66,000, respectively, and was recorded as a component of interest expense on brokered deposits.

The following table presents a summary of the Company’s interest rate caps designated as cash flow hedges as of March 31, 2022 and December 31, 2021:


(dollars in thousands)	March 31, 2022			December 31, 2021
Notional Amount	$	125,000		$	110,000
Unamortized Premium Paid		6,467			5,859
Weighted Average Strike Rate		0.96	%		0.90	%
Weighted Average Maturity (Years)		8.32			8.72

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The following table presents a summary of the Company’s interest rate contracts as of March 31, 2022 and December 31, 2021:


	March 31, 2022				December 31, 2021
	Notional		Estimated		Notional		Estimated
(dollars in thousands)	Amount		Fair Value		Amount		Fair Value
Interest rate swap agreements:
Assets	$	110,000	$	5,807	$	90,000	$	1,717
Liabilities		15,000		—		35,000		(926)
Interest rate cap agreements:
Assets		125,000		12,399		110,000		7,356

The Company is party to collateral support agreements with certain derivative counterparties. These agreements require that the Company maintain collateral based on the fair values of derivative transactions. In the event of default by the Company, the counterparty would be entitled to the collateral. As of March 31, 2022 and December 31, 2021, the Company pledged cash collateral for the Company’s derivative contracts of $-0-and $370,000, respectively. In addition, as of March 31, 2022 and December 31, 2021, the Company's counterparties have pledged cash collateral to the Company of $20.7 million and $8.6 million, respectively.

The following table presents the effect of derivative instruments in cash flow hedging relationships on the consolidated statements of income for the three months ended March 31, 2022 and 2021:


		Three Months Ended March 31,
(dollars in thousands)		2022		2021
Derivatives in	Location of Loss	Loss
Cash Flow Hedging	Reclassified	Reclassified from
Relationships	from AOCI into Income	AOCI into Earnings
Interest rate swaps	Interest expense	$	(247)	$	(262)
Interest rate caps	Interest expense		(176)		(66)

No amounts were reclassified from accumulated other comprehensive income into net income related to hedge ineffectiveness for these derivatives during the three months ended March 31, 2022 and 2021, and no amounts are expected to be reclassified from accumulated other comprehensive income into net income related to hedge ineffectiveness over the next twelve months.

Note 7: Subordinated Debentures

The following table presents a summary of the Company’s subordinated debentures as of March 31, 2022:

Total Debt

Date

First

Maturity

Outstanding

Interest

Name

Established

Redemption Date

Date

March 31, 2022

March 31, 2021

Rate

Coupon Structure

(dollars in thousands)

2027 Notes

July 12, 2017

July 15, 2022

July 15, 2027

13,750

25,000

5.88

Fixed-to-Floating⁽¹⁾

2030 Notes

June 19, 2020

July 1, 2025

July 1, 2030

50,000

5.25

Fixed-to-Floating⁽²⁾

2031 Notes

July 8, 2021

July 15, 2026

July 15, 2031

30,000

—

3.25

Fixed-to-Floating⁽³⁾

Subordinated Debentures

93,750

75,000

Debt Issuance Costs

(1,401)

(1,174)

Subordinated Debentures, Net of Issuance Costs

92,349

73,826

(1)	Migrates to three month LIBOR + 3.88% beginning July 15, 2022 until either the early redemption date or the maturity date.

(2)	Migrates to three month term SOFR + 5.13% beginning July 1, 2025 until either the early redemption date or the maturity date.

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(3)	Migrates to three month term SOFR + 2.52% beginning July 15, 2026 until either the early redemption date or the maturity date.

Note 8: Commitments, Contingencies and Credit Risk

Financial Instruments with Off-Balance Sheet Credit 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. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

The Company’s exposure to credit loss is represented by the contractual, or notional, amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance sheet instruments. Since some of the commitments are expected to expire without being drawn upon and some of the commitments may not be drawn upon to the total extent of the commitment, the notional amount of these commitments does not necessarily represent future cash requirements.

The following commitments were outstanding at March 31, 2022 and December 31, 2021:


	March 31,		December 31,
(dollars in thousands)	2022		2021
Unfunded Commitments Under Lines of Credit	$	854,828	$	799,148
Letters of Credit		102,353		119,647
Totals	$	957,181	$	918,795

The Company had outstanding letters of credit with the FHLB in total amounts of $59.5 million and $36.5 million at March 31, 2022 and December 31, 2021, respectively, on behalf of customers and to secure public deposits.

Legal Contingencies

Neither the Company nor any of its subsidiaries is a party, and no property of these entities is subject, to any material pending legal proceedings, other than ordinary routine litigation incidental to the Bank’s business. The Company does not know of any proceeding contemplated by a governmental authority against the Company or any of its subsidiaries.

Note 9: Stock Options and Restricted Stock

The Company established the Bridgewater Bancshares, Inc. 2012 Combined Incentive and Non-Statutory Stock Option Plan (the “2012 Plan”) under which the Company may grant options to its directors, officers, and employees for up to 750,000 shares of common stock. Both incentive stock options and nonqualified stock options were granted under the 2012 Plan. The exercise price of each option equals the fair market value of the Company’s stock on the date of grant and the maximum term of each outstanding option is ten years. All outstanding options have been granted with vesting periods of five years. The 2012 Plan expired in March 2022 and awards are no longer able to be granted under the 2012 Plan.

In 2017, the Company adopted the Bridgewater Bancshares, Inc. 2017 Combined Incentive and Non-Statutory Stock Option Plan (the “2017 Plan”). Under the 2017 Plan, the Company may grant options to its directors, officers, employees and consultants for up to 1,500,000 shares of common stock. Both incentive stock options and nonqualified stock options may be granted under the 2017 Plan. The exercise price of each option equals the fair market value of the Company’s stock on the date of grant and the maximum term of each outstanding option is ten years. All outstanding options have been granted with vesting periods of four or five years. As of March 31, 2022 and December 31, 2021, there were 44,700 and 294,700 shares, respectively, of the Company’s common stock reserved for future option grants under the 2017 Plan.

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In 2019, the Company adopted the Bridgewater Bancshares, Inc. 2019 Equity Incentive Plan (the “2019 EIP”). The types of awards which may be granted under the 2019 EIP include incentive and nonqualified stock options, stock appreciation rights, stock awards, restricted stock units, restricted stock and cash incentive awards. The Company may grant these awards to its directors, officers, employees and certain other service providers for up to 1,000,000 shares of common stock. The exercise price of each option equals the fair market value of the Company’s stock on the date of grant and the maximum term of each award is ten years. All outstanding awards have been granted with a vesting period of four years. As of March 31, 2022 and December 31, 2021, there were 348,695 and 352,575 shares, respectively, of the Company’s common stock reserved for future grants under the 2019 EIP.

Stock Options

The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatilities are based on an industry index as described below. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Historically, the Company has not paid a dividend on its common stock and does not expect to do so in the near future.

The Company used the S&P 600 CM Bank Index as its historical volatility index. The S&P 600 CM Bank Index is an index of publicly traded small capitalization, regional, commercial banks located throughout the United States. There were 51 banks in the index ranging in market capitalization from $500 million up to $4.0 billion.

The weighted average assumptions used in the model of valuing stock option grants for the three months ended March 31, 2022, are as follows:


	March 31,
	2022
Dividend Yield	—	%
Expected Life	7	Years
Expected Volatility	24.71	%
Risk-Free Interest Rate	1.70	%

The following table presents a summary of the status of the Company’s stock option grants for the three months ended March 31, 2022:


	March 31, 2022
		Weighted
		Average
	Shares	Exercise Price
Outstanding at Beginning of Year	1,768,745	$	7.67
Granted	290,000		17.50
Exercised	(10,000)		2.13
Forfeitures	(10,000)		16.23
Outstanding at Period End	2,038,745	$	9.06

Options Exercisable at Period End	1,331,095	$	6.90

For the three months ended March 31, 2022 and 2021, the Company recognized compensation expense for stock options of $288,000 and $223,000, respectively.

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The following table presents information pertaining to options outstanding at March 31, 2022:


		Options Outstanding				Options Exercisable
					Weighted Average
		Number of	Weighted Average		Remaining Contractual	Number of	Weighted Average
Range of Exercise Prices		Options	Exercise Price		Life in Years	Options	Exercise Price
$	2.13 - 3.99	398,750	$	3.04	1.8	398,750	$	3.04
	7.00 - 7.99	928,717		7.47	5.5	733,317		7.47
	8.00 - 8.99	20,000		8.76	8.0	1,250		8.76
	10.00 - 10.99	10,000		10.08	8.2	2,500		10.08
	11.00 - 11.99	85,000		11.27	7.1	41,000		11.30
	12.00 - 12.99	270,778		12.89	7.4	139,278		12.90
	13.00 - 13.99	25,000		13.22	6.1	15,000		13.22
	17.00 - 17.99	300,500		17.50	9.8	—		—
	Totals	2,038,745	$	9.06	5.8	1,331,095	$	6.90

As of March 31, 2022, there was $2.4 million of total unrecognized compensation cost related to nonvested stock options granted under the 2012 Plan, 2017 Plan and 2019 EIP that is expected to be recognized over a weighted-average period of 2.9 years.

The following table presents an analysis of nonvested options to purchase shares of the Company’s stock issued and outstanding for the three months ended March 31, 2022:


		Weighted
	Number of	Average Grant
	Shares	Date Fair Value
Nonvested Options at December 31, 2021	435,900	$	3.43
Granted	290,000		5.28
Vested	(8,250)		3.03
Forfeited	(10,000)		16.23
Nonvested Options at March 31, 2022	707,650	$	4.01

Restricted Stock Awards

In 2019 and 2020, the Company granted restricted stock awards out of the 2019 EIP. These awards vest in equal annual installments on the first four anniversaries of the date of the grant. Nonvested restricted stock awards are classified as outstanding shares with forfeitable voting and dividend rights.

The following table presents an analysis of nonvested restricted stock awards outstanding for the three months ended March 31, 2022:


		Weighted
	Number of	Average Grant
	Shares	Date Fair Value
Nonvested Awards at December 31, 2021	75,113	$	12.59
Granted	—		—
Vested	(987)		12.67
Forfeited	(400)		12.92
Nonvested Awards at March 31, 2022	73,726	$	12.59

Compensation expense associated with the restricted stock awards is recognized on a straight-line basis over the period that the restrictions associated with the awards lapse based on the total cost of the award at the grant date. For the three months ended March 31, 2022 and 2021, the Company recognized compensation expense for restricted stock awards of $111,000 and $112,000, respectively.

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As of March 31, 2022, there was $778,000 of total unrecognized compensation cost related to nonvested restricted stock awards granted under the 2019 EIP that is expected to be recognized over a weighted-average period of 1.7 years.

In addition, during the three months ended March 31, 2022, the Company issued 4,656 shares of unrestricted common stock to directors as a part of their compensation for their annual services on the Company’s board of directors. The aggregate value of the shares issued to directors of $78,000 was included in stock based compensation expense in the accompanying consolidated statements of shareholders’ equity.

Restricted Stock Units

In 2020, the Company began granting restricted stock units out of the 2019 EIP. Restricted stock units granted out of the 2019 EIP represent the right to receive one share of Company stock upon vesting and vest in equal annual installments on the first four anniversaries of the date of the grant. Nonvested restricted stock units have no voting or dividend rights and are not considered outstanding until vesting.

The following table presents an analysis of nonvested restricted stock units outstanding for the three months ended March 31, 2022:


		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Nonvested Units at December 31, 2021	344,908	$	15.02
Granted	2,500		17.50
Vested	(1,500)		13.92
Forfeited	(2,876)		15.39
Nonvested Units at March 31, 2022	343,032	$	15.04

Compensation expense associated with the restricted stock units is recognized on a straight-line basis over the period that the restrictions associated with the units lapse based on the total cost of the unit at the grant date. For the three months ended March 31, 2022 and 2021, the Company recognized compensation expense for restricted stock units of $353,000 and $158,000, respectively.

As of March 31, 2022, there was $4.7 million of total unrecognized compensation cost related to nonvested restricted stock units granted under the 2019 EIP that is expected to be recognized over a weighted-average period of 3.3 years.

Note 10: Regulatory Capital

The Company and the Bank are subject to various regulatory requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank must also meet certain specific capital guidelines under the regulatory framework for prompt corrective action. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios of common equity Tier 1 capital, Tier 1 capital and total capital to risk-weighted assets and of Tier 1 capital to average consolidated assets (referred to as the “leverage ratio”), as defined under the applicable regulatory capital rules.

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The following tables present the capital amounts and ratios for the Company, on a consolidated basis, and the Bank as of March 31, 2022 and December 31, 2021:


					Minimum Required				For Capital Adequacy				To be Well Capitalized
					For Capital Adequacy				Purposes Plus Capital				Under Prompt Corrective
	Actual				Purposes				Conservation Buffer				Action Regulations
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
March 31, 2022
Company (Consolidated):
Total Risk-based Capital	$	512,491	15.02	%	$	272,923	8.00	%	$	358,212	10.50	%		N/A	N/A
Tier 1 Risk-based Capital		378,090	11.08			204,692	6.00			289,981	8.50			N/A	N/A
Common Equity Tier 1 Capital		311,576	9.13			153,519	4.50			238,808	7.00			N/A	N/A
Tier 1 Leverage Ratio		378,090	10.78			140,346	4.00			140,346	4.00			N/A	N/A
Bank:
Total Risk-based Capital	$	431,637	12.65	%	$	272,960	8.00	%	$	358,259	10.50	%	$	341,199	10.00	%
Tier 1 Risk-based Capital		389,585	11.42			204,720	6.00			290,019	8.50			272,960	8.00
Common Equity Tier 1 Capital		389,585	11.42			153,540	4.50			238,840	7.00			221,780	6.50
Tier 1 Leverage Ratio		389,585	11.13			140,013	4.00			140,013	4.00			175,016	5.00


					Minimum Required				For Capital Adequacy				To be Well Capitalized
					For Capital Adequacy				Purposes Plus Capital				Under Prompt Corrective
	Actual				Purposes				Conservation Buffer				Action Regulations
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2021
Company (Consolidated):
Total Risk-based Capital	$	499,554	15.55	%	$	256,966	8.00	%	$	337,268	10.50	%		N/A	N/A
Tier 1 Risk-based Capital		367,161	11.43			192,725	6.00			273,027	8.50			N/A	N/A
Common Equity Tier 1 Capital		300,647	9.36			144,543	4.50			224,845	7.00			N/A	N/A
Tier 1 Leverage Ratio		367,161	10.82			135,723	4.00			135,723	4.00			N/A	N/A
Bank:
Total Risk-based Capital	$	415,848	12.94	%	$	257,005	8.00	%	$	337,319	10.50	%	$	321,256	10.00	%
Tier 1 Risk-based Capital		375,688	11.69			192,754	6.00			273,068	8.50			257,005	8.00
Common Equity Tier 1 Capital		375,688	11.69			144,565	4.50			224,879	7.00			208,816	6.50
Tier 1 Leverage Ratio		375,688	11.09			135,508	4.00			135,508	4.00			169,386	5.00

The Company and the Bank must maintain a capital conservation buffer, as defined by Basel III regulatory capital guidelines, in order to avoid limitations on capital distributions, including dividend payments, stock repurchases and certain discretionary bonus payments to executive officers.

Note 11: Fair Value Measurement

The Company categorizes its assets and liabilities measured at fair value into a three-level hierarchy based on the priority of the inputs to the valuation technique used to determine fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used in the determination of the fair value measurement fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement. Assets and liabilities valued at fair value are categorized based on the inputs to the valuation techniques as follows:

Level 1 – Inputs that utilized quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 – Inputs that include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial

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instruments. Fair values for these instruments are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows.

Level 3 – Inputs that are unobservable for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.

Subsequent to initial recognition, the Company may re-measure the carrying value of assets and liabilities measured on a nonrecurring basis to fair value. Adjustments to fair value usually result when certain assets are impaired. Such assets are written down from their carrying amounts to their fair value.

Professional standards allow entities the irrevocable option to elect to measure certain financial instruments and other items at fair value for the initial and subsequent measurement on an instrument-by-instrument basis. The Company adopted the policy to value certain financial instruments at fair value. The Company has not elected to measure any existing financial instruments at fair value; however, it may elect to measure newly acquired financial instruments at fair value in the future.

Recurring Basis

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The following tables present the balances of the assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021:


	March 31, 2022
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Fair Value of Financial Assets:
Securities Available for Sale:
U.S. Treasury Securities	$	17,351	$	—	$	—	$	17,351
Municipal Bonds		—		164,218		—		164,218
Mortgage-Backed Securities		—		124,550		—		124,550
Corporate Securities		—		83,967		—		83,967
SBA Securities		—		27,703		—		27,703
Asset-Backed Securities		—		41,301		—		41,301
Interest Rate Caps		—		12,399		—		12,399
Interest Rate Swaps		—		8,056		—		8,056
Total Fair Value of Financial Assets	$	17,351	$	462,194	$	—	$	479,545
Fair Value of Financial Liabilities:
Interest Rate Swaps	$	—	$	2,249	$	—	$	2,249
Total Fair Value of Financial Liabilities	$	—	$	2,249	$	—	$	2,249

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	December 31, 2021
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Fair Value of Financial Assets:
Securities Available for Sale:
U.S. Treasury Securities	$	754	$	—	$	—	$	754
Municipal Bonds		—		158,369		—	$	158,369
Mortgage-Backed Securities		—		124,537		—		124,537
Corporate Securities		—		84,480		—		84,480
SBA Securities		—		30,370		—		30,370
Asset-Backed Securities		—		40,852		—		40,852
Interest Rate Caps		—		7,356		—		7,356
Interest Rate Swaps		—		2,358		—		2,358
Total Fair Value of Financial Assets	$	754	$	448,322	$	—	$	449,076
Fair Value of Financial Liabilities:
Interest Rate Swaps	$	—	$	1,567	$	—	$	1,567
Total Fair Value of Financial Liabilities	$	—	$	1,567	$	—	$	1,567

Investment Securities

When available, the Company uses quoted market prices to determine the fair value of investment securities; such items are classified in Level 1 of the fair value hierarchy.

For the Company’s investments, when quoted prices are not available for identical securities in an active market, the Company determines fair value utilizing vendors who apply matrix pricing for similar bonds where no price is observable or may compile prices from various sources. These models are primarily industry-standard models that consider various assumptions, including time value, yield curve, volatility factors, prepayment speeds, default rates, loss severity, current market, and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially, all of these assumptions are observable in the marketplace and can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Fair values from these models are verified, where possible, against quoted market prices for recent trading activity of assets with similar characteristics to the security being valued. Such methods are generally classified as Level 2. However, when prices from independent sources vary, or cannot be obtained or corroborated, a security is generally classified as Level 3.

Interest Rate Caps

The fair value of the caps is calculated by determining the total expected asset or liability exposure of the derivatives. Total expected exposure incorporates both the current and potential future exposure of the derivative, derived from using observable inputs, such as yield curves and volatilities, and accordingly are valued using Level 2 inputs.

Interest Rate Swaps

Interest rate swaps are traded in over-the-counter markets where quoted market prices are not readily available. For those interest rate swaps, fair value is determined using internally developed models of a third party that uses primarily market observable inputs, such as yield curves and option volatilities, and accordingly are valued using Level 2 inputs.

Nonrecurring Basis

Certain assets are measured at fair value on a nonrecurring basis. These assets are not measured at fair value on an ongoing basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment or a change in the amount of previously recognized impairment.

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The following tables present net impairment losses related to nonrecurring fair value measurements of certain assets at March 31, 2022 and December 31, 2021:


	March 31, 2022
(dollars in thousands)	Level 1		Level 2		Level 3		Loss
Impaired Loans	$	—	$	80	$	—	$	19
Totals	$	—	$	80	$	—	$	19


	December 31, 2021
(dollars in thousands)	Level 1		Level 2		Level 3		Loss
Impaired Loans	$	—	$	9,360	$	—	$	625
Totals	$	—	$	9,360	$	—	$	625

Impaired Loans

In accordance with the provisions of the loan impairment guidance, impairment is measured on loans when it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, or discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceeds the recorded investments in such loans. Impaired loans for which an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. Collateral values are estimated using Level 2 inputs based on customized discounting criteria.

Impairment amounts on impaired loans represent specific valuation allowance and write-downs during the period presented on impaired loans that were individually evaluated for impairment based on the estimated fair value of the collateral less estimated selling costs, excluding impaired loans fully charged-off.

Fair Value

Disclosure of fair value information about financial instruments, for which it is practicable to estimate that value, is required whether or not recognized in the consolidated balance sheets. In cases where quoted market prices are not available, fair values are based on estimates using present value of cash flow or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimate of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases could not be realized in immediate settlement of the instruments. Certain financial instruments with a fair value that is not practicable to estimate and all non-financial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented do not necessarily represent the underlying value of the Company.

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters that could affect the estimates. Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business. Deposits with no stated maturities are defined as having a fair value equivalent to the amount payable on demand. This prohibits adjusting fair value derived from retaining those deposits for an expected future period of time. This component, commonly referred to as a deposit base intangible, is neither considered in the above amounts nor is it recorded as an intangible asset on the balance sheet. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

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The following tables present the carrying amount and estimated fair values of financial instruments at March 31, 2022 and December 31, 2021:


	March 31, 2022
			Fair Value Hierarchy
	Carrying								Estimated
(dollars in thousands)	Amount		Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash and Due From Banks	$	71,887	$	71,887	$	—	$	—	$	71,887
Bank-Owned Certificates of Deposit		1,139		—		1,134		—		1,134
Securities Available for Sale		459,090		17,351		441,739		—		459,090
FHLB Stock, at Cost		6,846		—		6,846		—		6,846
Loans, Net		2,937,210		—		2,839,128		—		2,839,128
Accrued Interest Receivable		9,596		—		9,596		—		9,596
Interest Rate Caps		12,399		—		12,399		—		12,399
Interest Rate Swaps		8,056		—		8,056		—		8,056

Financial Liabilities:
Deposits	$	3,035,611	$	—	$	3,005,610	$	—	$	3,005,610
Federal Funds Purchased		23,000		—		23,000		—		23,000
FHLB Advances		42,500		—		41,671		—		41,671
Subordinated Debentures		92,349		—		92,042		—		92,042
Accrued Interest Payable		1,576		—		1,576		—		1,576
Interest Rate Swaps		2,249		—		2,249		—		2,249


	December 31, 2021
			Fair Value Hierarchy
	Carrying								Estimated
(dollars in thousands)	Amount		Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash and Due From Banks	$	143,473	$	143,473	$	—	$	—	$	143,473
Bank-Owned Certificates of Deposit		1,876		—		1,884		—		1,884
Securities Available for Sale		439,362		754		438,608		—		439,362
FHLB Stock, at Cost		5,242		—		5,242		—		5,242
Loans, Net		2,769,917		—		2,726,417		—		2,726,417
Accrued Interest Receivable		9,186		—		9,186		—		9,186
Interest Rate Caps		7,356		—		7,356		—		7,356
Interest Rate Swaps		2,358		—		2,358		—		2,358

Financial Liabilities:
Deposits	$	2,946,237	$	—	$	2,931,215	$	—	$	2,931,215
FHLB Advances		42,500		—		42,515		—		42,515
Subordinated Debentures		92,239		—		97,700		—		97,700
Accrued Interest Payable		1,409		—		1,409		—		1,409
Interest Rate Swaps		1,567		—		1,567		—		1,567

The following methods and assumptions were used by the Company to estimate fair value of consolidated financial statements not previously discussed.

Cash and due from banks – The carrying amount of cash and cash equivalents approximates their fair value.

Bank-owned certificates of deposit – Fair values of bank-owned certificates of deposit are estimated using the discounted cash flow analysis based on current rates for similar types of deposits.

FHLB stock – The carrying amount of FHLB stock approximates its fair value.

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Loans, net – Fair values for loans are estimated based on discounted cash flows, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality.

Accrued interest receivable – The carrying amount of accrued interest receivable approximates its fair value since it is short term in nature and does not present anticipated credit concerns.

Deposits – The fair values disclosed for demand deposits without stated maturities (interest and noninterest transaction, savings, and money market accounts) are equal to the amount payable on demand at the reporting date (their carrying amounts). Fair values for the fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Federal funds purchased – The carrying amount of federal funds purchased approximates the fair value.

Notes payable and subordinated debentures – The fair values of the Company’s notes payable and subordinated debt are estimated using a discounted cash flow analysis, based on the Company’s current incremental borrowing rate for similar types of borrowing arrangements.

FHLB advances – The fair values of the Company’s FHLB advances are estimated using discounted cash flow analysis based on the Company’s current incremental borrowing rates for similar types of borrowing agreements.

Accrued interest payable – The carrying amount of accrued interest payable approximates its fair value since it is short term in nature.

Off-balance sheet instruments – Fair values of the Company’s off-balance sheet instruments (lending commitments and unused lines of credit) are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, the counterparties’ credit standing and discounted cash flow analysis. The fair value of these off-balance-sheet items approximates the recorded amounts of the related fees and was not material at March 31, 2022 and December 31, 2021.

Limitations – The fair value of a financial instrument is the current amount that would be exchanged between market participants, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Consequently, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Note 12: Subsequent Events

On April 28, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $36.72 per share ($0.3672 per depositary share) on the Series A Preferred Stock, payable on June 1, 2022, to shareholders of record on the Series A Preferred Stock at the close of business on May 13, 2022.

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

General

The following discussion explains the Company’s financial condition and results of operations as of and for the three months ended March 31, 2022. Annualized results for this interim period may not be indicative of results for the full year or future periods. The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes presented elsewhere in this report and the Company’s Annual Report on Form 10-

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K for the year ended December 31, 2021, filed with the Securities and Exchange Commission, or the SEC, on March 8, 2022.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of the Company. These statements are often, but not always, identified by words such as “may”, “might”, “should”, “could”, “predict”, “potential”, “believe”, “expect”, “continue”, “will”, “anticipate”, “seek”, “estimate”, “intend”, “plan”, “projection”, “would”, “annualized”, “target” and “outlook”, or the negative version of those words or other comparable words of a future or forward-looking nature. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

●

the negative effects of the ongoing COVID-19 pandemic, including its effects on the economic environment, our clients and our operations, including due to supply chain disruptions, as well as any changes to federal, state or local government laws, regulations or orders in response to the pandemic;

●

loan concentrations in our loan portfolio;

●

the overall health of the local and national real estate market;

●

the ability to successfully manage credit risk;

●

business and economic conditions generally and in the financial services industry, nationally and within our market area, including rising rates of inflation;

●

the ability to maintain an adequate level of allowance for loan losses;

●

new or revised accounting standards, including as a result of the implementation of the new Current Expected Credit Loss standard;

●

the concentration of large loans to certain borrowers;

●

the concentration of large deposits from certain clients;

●

the ability to successfully manage liquidity risk;

●

the dependence on non-core funding sources and our cost of funds;

●

the ability to raise additional capital to implement our business plan;

●

the ability to implement our growth strategy and manage costs effectively;

●

developments and uncertainty related to the future use and availability of some reference rates, such as the London Interbank Offered Rate, as well as other alternative reference rates;

●

the composition of senior leadership team and the ability to attract and retain key personnel;

●

talent and labor shortages and high rates of employee turnover;

●

the occurrence of fraudulent activity, breaches or failures of our information security controls or cybersecurity-related incidents;

●

interruptions involving our information technology and telecommunications systems or third-party servicers;

●

competition in the financial services industry, including from nonbank competitors such as credit unions and “fintech” companies;

●

the effectiveness of the risk management framework;

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●

the commencement and outcome of litigation and other legal proceedings and regulatory actions against us;

●

the impact of recent and future legislative and regulatory changes, including changes to federal and state corporate tax rates;

●

interest rate risk, including the effects of anticipated rate increases by the Federal Reserve;

●

fluctuations in the values of the securities held in our securities portfolio or the values of derivative instruments held in our derivatives portfolio;

●

the imposition of tariffs or other governmental policies impacting the value of products produced by our commercial borrowers;

●

severe weather, natural disasters, wide spread disease or pandemics (including the COVID-19 pandemic), acts of war or terrorism, civil unrest or other adverse external events, including the Russian invasion of Ukraine;

●

potential impairment to the goodwill recorded in connection with a past acquisition;

●

changes to U.S. or state tax laws, regulations and guidance, including recent proposals to increase the federal corporate tax rate;

●

success at managing the risks involved in the foregoing items; and

●

any other risks described in the “Risk Factors” section of this report and in other reports filed by Bridgewater Bancshares, Inc. with the Securities and Exchange Commission.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this report. In addition, past results of operations are not necessarily indicative of future results. Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Overview

The Company is a financial holding company headquartered in St. Louis Park, Minnesota. The principal sources of funds for loans and investments are transaction, savings, time, and other deposits, and short-term and long-term borrowings. The Company’s principal sources of income are interest and fees collected on loans, interest and dividends earned on investment securities and service charges. The Company’s principal expenses are interest paid on deposit accounts and borrowings, employee compensation and other overhead expenses. The Company’s simple, efficient business model of providing responsive support and unconventional experiences to clients continues to be the underlying principle that drives the Company’s profitable growth.

Information Regarding COVID-19 Impact

The novel coronavirus, or COVID-19, pandemic was initially declared a pandemic by the World Health Organization in March of 2020 and has caused significant economic dislocation and extraordinary change for the Company, its clients, its communities and the country as a whole. At the onset of the pandemic, significant restrictions were placed on businesses and individuals, and while many restrictions have been lifted, there is still the possibility that certain restrictions could be re-imposed or extended if the rate of infections surge in the Company’s market area.

Management continues to monitor and consider the impact of the COVID-19 pandemic closely, given the unpredictable nature in which it is evolving. This includes monitoring the effects of the CARES Act and Coronavirus Relief Act and the prospects for additional fiscal stimulus programs, the acceptance of COVID-19 vaccines and new variants of the virus. The situation remains fluid and management cannot estimate the duration and full impact of the COVID-19 pandemic on the economy, financial markets and the Company’s financial condition and results of operations.

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Critical Accounting Policies and Estimates

The consolidated financial statements of the Company are prepared based on the application of certain accounting policies, the most significant of which are described in Note 1 of the notes to the consolidated financial statements included as a part of the Company’s most recent Annual Report on Form 10-K, filed with the SEC on March 8, 2022. Certain policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variation and may significantly affect the reported results and financial position for the current period or in future periods. The use of estimates, assumptions, and judgments are necessary when financial assets and liabilities are required to be recorded or adjusted to reflect fair value. Assets carried at fair value inherently result in more financial statement volatility. Fair values and information used to record valuation adjustments for certain assets and liabilities are based on either quoted market prices or are provided by other independent third-party sources, when available. When such information is not available, management estimates valuation adjustments. Changes in underlying factors, assumptions or estimates in any of these areas could have a material impact on the future financial condition and results of operations. Management has discussed each critical accounting policy and the methodology for the identification and determination of critical accounting policies with the Company's Audit Committee.

The JOBS Act permits the Company an extended transition period for complying with new or revised accounting standards affecting public companies. The Company has elected to take advantage of this extended transition period, which means that the financial statements included in this report, as well as any financial statements filed in the future, will not be subject to all new or revised accounting standards generally applicable to public companies for the transition period for so long as the Company remains an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period under the JOBS Act.

The following is a discussion of the critical accounting policies and significant estimates that require the Company to make complex and subjective judgements.

Allowance for Loan Losses

The allowance for loan losses, sometimes referred to as the “allowance,” is established through a provision for loan losses which is charged to expense. Loan losses are charged against the allowance when management determines all or a portion of the loan balance to be uncollectible. Subsequent recoveries, if any, are credited to the allowance for cash received on previously charged-off amounts. If the allowance is considered inadequate to absorb future loan losses on existing loans for any reason, including but not limited to, increases in the size of the loan portfolio, increases in charge-offs or changes in the risk characteristics of the loan portfolio, then the provision for loan losses is increased.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the original contractual terms of the loan agreement. The collection of all amounts due according to original contractual terms means that both the contractual interest and principal payments of a loan will be collected as scheduled in the loan agreement. An impaired loan is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or, as a practical expedient, at the loan’s observable market price, or the fair value of the underlying collateral, reduced by costs to sell on a discounted basis, is used if a loan is collateral dependent.

Investment Securities Impairment

Periodically, the Company may need to assess whether there have been any events or economic circumstances to indicate that a security on which there is an unrealized loss is impaired on an other than temporary basis. In any such instance, the Company would consider many factors, including the length of time and the extent to which the fair value has been less than the amortized cost basis, the market liquidity for the security, the financial condition and the near-term prospects of the issuer, expected cash flows, and the intent and ability to hold the investment for a period of time sufficient to recover the temporary loss. Securities on which there is an unrealized loss that is deemed to be other than temporary are written down to fair value, with the write-down recorded as a realized loss in securities gains (losses).

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The fair values of investment securities are generally determined by various pricing models. The Company evaluates the methodologies used to develop the resulting fair values. The Company performs an annual analysis on the pricing of investment securities to ensure that the prices represent reasonable estimates of fair value. The procedures include initial and ongoing reviews of pricing methodologies and trends. The Company seeks to ensure prices represent reasonable estimates of fair value through the use of broker quotes, current sales transactions from the portfolio and pricing techniques, which are based on the net present value of future expected cash flows discounted at a rate of return market participants would require. As a result of this analysis, if the Company determines there is a more appropriate fair value, the price is adjusted accordingly.

Fair Value of Financial Instruments

The fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business. A framework has been established for measuring the fair value of financial instruments that considers the attributes specific to particular assets or liabilities and includes a three-level hierarchy for determining fair value based on the transparency of inputs to each valuation as of the measurement date. The Company estimates the fair value of financial instruments using a variety of valuation methods. When financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value and are classified as Level 1. When financial instruments, such as investment securities and derivatives, are not actively traded, the Company determines fair value based on various sources and may apply matrix pricing with observable prices for similar instruments where a price for the identical instrument is not observable. The fair values of these financial instruments, which are classified as Level 2, are determined by pricing models that consider observable market data such as interest rate volatilities, yield curve, credit spreads, prices from external market data providers and/or nonbinding broker-dealer quotations. When observable inputs do not exist, the Company estimates fair value based on available market data, and these values are classified as Level 3. Imprecision in estimating fair values can impact the carrying value of assets and liabilities and the amount of revenue or loss recorded.

Deferred Tax Asset

The Company uses the asset and liability method of accounting for income taxes as prescribed by GAAP. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. If currently available information indicates it is “more likely than not” that the deferred tax asset will not be realized, a valuation allowance is established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Accounting for deferred income taxes is a critical accounting estimate because the Company exercises significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. Management’s determination of the realization of deferred tax assets is based upon management’s judgment of various future events and uncertainties, including the timing and amount of future income, reversing temporary differences which may offset, and the implementation of various tax plans to maximize realization of the deferred tax asset. These judgments and estimates are inherently subjective and reviewed on a continual basis as regulatory and business factors change. Any reduction in estimated future taxable income may require the Company to record a valuation allowance against the deferred tax assets. A valuation allowance would result in additional income tax expense in such period, which would negatively affect earnings.

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Operating Results Overview

The following table summarizes certain key financial results for the periods indicated:


	As of and for the Three Months Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
(dollars in thousands, except per share data)	2022			2021			2021			2021			2021
Per Common Share Data
Basic Earnings Per Share	$	0.40		$	0.41		$	0.41		$	0.39		$	0.38
Diluted Earnings Per Share		0.39			0.39			0.40			0.38			0.37
Adjusted Diluted Earnings Per Common Share ⁽¹⁾		0.39			0.39			0.41			0.38			0.37
Book Value Per Share		11.12			11.09			10.73			10.33			9.92
Tangible Book Value Per Share ⁽¹⁾		11.01			10.98			10.62			10.22			9.80
Basic Weighted Average Shares Outstanding		28,123,809			28,004,334			28,047,280			28,040,762			28,017,366
Diluted Weighted Average Shares Outstanding		29,156,085			29,038,785			29,110,547			29,128,181			28,945,212
Shares Outstanding at Period End		28,150,389			28,206,566			28,066,822			28,162,777			28,132,929

Selected Performance Ratios
Return on Average Assets (Annualized)		1.42	%		1.46	%		1.37	%		1.43	%		1.47	%
Pre-Provision Net Revenue Return on Average Assets (Annualized) ⁽¹⁾		2.12			2.11			2.09			2.07			2.15
Return on Average Shareholders' Equity (Annualized)		12.98			13.27			13.81			15.40			15.87
Return on Average Tangible Common Equity (Annualized)⁽¹⁾		14.56			14.78			15.47			15.58			16.06
Yield on Interest Earning Assets		4.13			4.06			4.14			4.17			4.31
Yield on Total Loans, Gross		4.45			4.49			4.65			4.56			4.74
Cost of Interest Bearing Liabilities		0.80			0.86			0.88			0.96			1.04
Cost of Total Deposits		0.43			0.45			0.48			0.54			0.59
Net Interest Margin ⁽²⁾		3.60			3.51			3.54			3.52			3.60
Core Net Interest Margin ⁽¹⁾⁽²⁾		3.34			3.25			3.22			3.31			3.34
Efficiency Ratio⁽¹⁾		42.4			40.8			43.9			42.0			41.2
Adjusted Efficiency Ratio ⁽¹⁾		42.0			40.3			41.5			41.5			40.7
Noninterest Expense to Average Assets (Annualized)		1.56			1.45			1.58			1.50			1.51
Adjusted Noninterest Expense to Average Assets (Annualized) ⁽¹⁾		1.55			1.43			1.49			1.48			1.49
Loan to Deposit Ratio		98.4			95.7			95.0			95.3			91.9
Core Deposits to Total Deposits ⁽³⁾		84.3			85.4			83.3			81.2			83.5
Tangible Common Equity to Tangible Assets ⁽¹⁾		8.60			8.91			8.81			9.10			8.99

(1)	Represents a non-GAAP financial measure. See "Non-GAAP Financial Measures" for further details.

(2)	Amounts calculated on a tax-equivalent basis using the statutory federal tax rate of 21%.

(3)	Core deposits are defined as total deposits less brokered deposits and certificates of deposit greater than $250,000.

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Selected Financial Data

The following tables summarize certain selected financial data as of and for the periods indicated:


	As of and for the Three Months Ended
	March 31,		December 31,		September 30,		June 30,		March 31,
(dollars in thousands)	2022		2021		2021		2021		2021
Selected Balance Sheet Data
Total Assets	$	3,607,920	$	3,477,659	$	3,389,125	$	3,162,612	$	3,072,359
Total Loans, Gross		2,987,967		2,819,472		2,712,012		2,594,186		2,426,123
Allowance for Loan Losses		41,692		40,020		38,901		37,591		35,987
Goodwill and Other Intangibles		3,057		3,105		3,153		3,200		3,248

Deposits		3,035,611		2,946,237		2,854,157		2,720,906		2,638,654
Tangible Common Equity⁽¹⁾		309,870		309,653		298,135		287,630		275,923
Total Shareholders' Equity		379,441		379,272		367,803		290,830		279,171
Average Total Assets - Quarter-to-Date		3,513,798		3,403,270		3,332,301		3,076,712		2,940,262
Average Shareholders' Equity - Quarter-to-Date		383,024		374,035		330,604		286,311		272,729

(1)	Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures” for further details.


	For the Three Months Ended
	March 31,		December 31,		September 30,		June 30,		March 31,
(dollars in thousands)	2022		2021		2021		2021		2021
Selected Income Statement Data
Interest Income	$	34,694	$	33,775	$	33,517	$	31,147	$	30,440
Interest Expense		4,514		4,622		4,844		4,859		5,045
Net Interest Income		30,180		29,153		28,673		26,288		25,395
Provision for Loan Losses		1,675		1,150		1,300		1,600		1,100
Net Interest Income after Provision for Loan Losses		28,505		28,003		27,373		24,688		24,295
Noninterest Income		1,557		1,288		1,410		1,603		1,008
Noninterest Expense		13,508		12,459		13,236		11,477		10,923
Income Before Income Taxes		16,554		16,832		15,547		14,814		14,380
Provision for Income Taxes		4,292		4,318		4,038		3,821		3,709
Net Income		12,262		12,514		11,509		10,993		10,671
Preferred Stock Dividends		(1,013)		(1,171)		—		—		—
Net Income Available to Common Shareholders	$	11,249	$	11,343	$	11,509	$	10,993	$	10,671

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Discussion and Analysis of Results of Operations

Net Income

Net income was $12.3 million for the first quarter of 2022, a 14.9% increase compared to net income of $10.7 million for the first quarter of 2021. Earnings per diluted common share for the first quarter of 2022 were $0.39, a 4.7% increase compared to $0.37 per diluted common share for the first quarter of 2021.

Net Interest Income

The Company’s primary source of revenue is net interest income, which is impacted by the level of interest earning assets and related funding sources, as well as changes in the level of interest rates. The difference between the average yield on earning assets and the average rate paid for interest bearing liabilities is the net interest spread. Noninterest bearing sources of funds, such as demand deposits and shareholders’ equity, also support earning assets. The impact of the noninterest bearing sources of funds is captured in the net interest margin, which is calculated as net interest income divided by average earning assets. Both the net interest margin and net interest spread are presented on a tax-equivalent basis, which means that tax-free interest income has been adjusted to pretax-equivalent income, assuming a 21% federal tax rate. Management’s ability to respond to changes in interest rates by using effective asset-liability management techniques is critical to maintaining the stability of the net interest margin and the momentum of the Company’s primary source of earnings.

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Average Balances and Yields

The following table presents, for the three months ended March 31, 2022 and 2021, the average balances of each principal category of assets, liabilities and shareholders’ equity, and an analysis of net interest income. The average balances are principally daily averages and, for loans, include both performing and nonperforming balances. Interest income on loans includes the effects of net deferred loan origination fees and costs accounted for as yield adjustments. The table is presented on a tax-equivalent basis, if applicable.


	For the Three Months Ended
	March 31, 2022						March 31, 2021
	Average		Interest		Yield/		Average		Interest		Yield/
	Balance		& Fees		Rate		Balance		& Fees		Rate
(dollars in thousands)
Interest Earning Assets:
Cash Investments	$	80,497	$	26	0.13	%	$	105,477	$	34	0.13	%
Investment Securities:
Taxable Investment Securities		373,021		2,255	2.45			301,680		1,723	2.32
Tax-Exempt Investment Securities⁽¹⁾		71,591		779	4.41			80,963		881	4.41
Total Investment Securities		444,612		3,034	2.77			382,643		2,604	2.76
Paycheck Protection Program Loans ⁽²⁾		18,140		563	12.58			148,881		1,864	5.08
Loans ⁽¹⁾⁽²⁾		2,881,845		31,275	4.40			2,241,038		26,074	4.72
Total Loans		2,899,985		31,838	4.45			2,389,919		27,938	4.74
Federal Home Loan Bank Stock		5,680		54	3.84			5,045		78	6.28
Total Interest Earning Assets		3,430,774		34,952	4.13	%		2,883,084		30,654	4.31	%
Noninterest Earning Assets		83,024						57,178
Total Assets	$	3,513,798					$	2,940,262
Interest Bearing Liabilities:
Deposits:
Interest Bearing Transaction Deposits	$	566,279	$	597	0.43	%	$	364,017		422	0.47	%
Savings and Money Market Deposits		876,580		918	0.42			724,104		1,008	0.56
Time Deposits		288,914		745	1.05			344,715		1,267	1.49
Brokered Deposits		406,648		898	0.90			402,694		974	0.98
Total Interest Bearing Deposits		2,138,421		3,158	0.60			1,835,530		3,671	0.81
Federal Funds Purchased		10,600		9	0.35			—		—	—
Notes Payable		—		—	—			6,722		61	3.66
FHLB Advances		42,500		150	1.43			57,500		228	1.61
Subordinated Debentures		92,286		1,197	5.26			73,776		1,085	5.96
Total Interest Bearing Liabilities		2,283,807		4,514	0.80	%		1,973,528		5,045	1.04	%
Noninterest Bearing Liabilities:
Noninterest Bearing Transaction Deposits		822,488						676,173
Other Noninterest Bearing Liabilities		24,479						17,832
Total Noninterest Bearing Liabilities		846,967						694,005
Shareholders' Equity		383,024						272,729
Total Liabilities and Shareholders' Equity	$	3,513,798					$	2,940,262
Net Interest Income / Interest Rate Spread				30,438	3.33	%				25,609	3.27	%
Net Interest Margin ⁽³⁾					3.60	%					3.60	%
Taxable Equivalent Adjustment:
Tax-Exempt Investment Securities and Loans				(258)						(214)
Net Interest Income			$	30,180					$	25,395

(1)	Interest income and average rates for tax-exempt investment securities and loans are presented on a tax-equivalent basis, assuming a federal income tax rate of 21%.

(2)	Average loan balances include nonaccrual loans. Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs.

(3)	Net interest margin includes the tax equivalent adjustment and represents the annualized results of: (i) the difference between interest income on interest earning assets and the interest expense on interest bearing liabilities, divided by (ii) average interest earning assets for the period.

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Interest Rates and Operating Interest Differential

Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest earning assets and interest bearing liabilities, as well as changes in average interest rates. The following table presents the effect that these factors had on the interest earned on interest earning assets and the interest incurred on interest bearing liabilities. The effect of changes in volume is determined by multiplying the change in volume by the previous period’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the previous period’s volume. The changes not attributable specifically to either volume or rate have been allocated to the changes due to volume. The following table presents the changes in the volume and rate of interest bearing assets and liabilities for the three months ended March 31, 2022, compared to the three months ended March 31, 2021.


	Three Months Ended March 31, 2022
	Compared with
	Three Months Ended March 31, 2021
	Change Due To:				Interest
(dollars in thousands)	Volume		Rate		Variance
Interest Earning Assets:
Cash Investments	$	(9)	$	1	$	(8)
Investment Securities:
Taxable Investment Securities		432		100		532
Tax-Exempt Investment Securities		(102)		—		(102)
Total Securities		330		100		430
Loans:
Paycheck Protection Program Loans		(4,055)		2,754		(1,301)
Loans		6,955		(1,754)		5,201
Total Loans		2,900		1,000		3,900
Federal Home Loan Bank Stock		6		(30)		(24)
Total Interest Earning Assets	$	3,227	$	1,071	$	4,298

Interest Bearing Liabilities:
Interest Bearing Transaction Deposits	$	213	$	(38)	$	175
Savings and Money Market Deposits		160		(250)		(90)
Time Deposits		(144)		(378)		(522)
Brokered Deposits		8		(84)		(76)
Total Deposits		237		(750)		(513)
Federal Funds Purchased		9		—		9
Notes Payable		(61)		—		(61)
FHLB Advances		(53)		(25)		(78)
Subordinated Debentures		240		(128)		112
Total Interest Bearing Liabilities		372		(903)		(531)
Net Interest Income	$	2,855	$	1,974	$	4,829

Comparison of Interest Income, Interest Expense, and Net Interest Margin

Net interest income was $30.2 million for the first quarter of 2022, an increase of $4.8 million, or 18.8%, compared to $25.4 million for the first quarter of 2021. The increase in net interest income was primarily due to growth in average interest earning assets and lower rates paid on deposits, offset partially by declining yields on loans and lower PPP fee recognition. The increase in average interest earning assets was primarily due to strong organic growth in the loan portfolio and continued purchases of investment securities, offset partially by the forgiveness of PPP loans and the reduction of cash balances.

Net interest margin (on a fully tax-equivalent basis) was stable at 3.60% for the first quarter of 2022 and the first quarter of 2021. Core net interest margin (on a fully tax-equivalent basis), a non-GAAP financial measure which excludes the impact of loan fees and PPP balances, interest, and fees, was also stable at 3.34% for the first quarter of

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2022 and the first quarter of 2021. The Company will be focused on the impact of anticipated interest rate hikes and the evolving shape of the yield curve throughout 2022.

As the PPP loan portfolio pays down, the recognition of fees associated with the originations has decreased, which impacts comparability between periods. The Company recognized $519,000 of PPP origination fees during the first quarter of 2022, compared to $1.5 million during the first quarter of 2021. Remaining PPP origination fees to be recognized as of March 31, 2022 were $379,000.

The following table summarizes PPP loan originations and net origination fees through March 31, 2022:



	Originated				Outstanding				Program Lifetime
	Number		Principal		Number		Principal		Net Origination		Net Origination
(dollars in thousands)	of Loans		Balance		of Loans		Balance		Fees Generated		Fees Earned
Round One PPP Loans		1,200	$	181,600		4	$	293	$	5,706	$	5,706
Round Two PPP Loans		651		78,386		59		12,016		3,544		3,165
Totals		1,851	$	259,986		63	$	12,309	$	9,250	$	8,871

Average interest earning assets for the first quarter of 2022 increased $547.7 million, or 19.0%, to $3.43 billion, from $2.88 billion for the first quarter of 2021. This increase in average interest earning assets was primarily due to strong organic growth in the loan portfolio and continued purchases of investment securities, offset partially by the forgiveness of PPP loans and the reduction of cash balances. Average interest bearing liabilities increased $310.3 million, or 15.7%, to $2.28 billion for the first quarter of 2022, from $1.97 billion for the first quarter of 2021. The increase in average interest bearing liabilities was primarily due to an increase in interest bearing deposits, as well as the issuance of additional subordinated debentures in July 2021, offset partially by a decrease in FHLB advances and the payoff of the Company’s notes payable.

Average interest earning assets produced a tax-equivalent yield of 4.13% for the first quarter of 2022, compared to 4.31% for the first quarter of 2021. The decline in the yield on interest earning assets was primarily due to the historically low interest rate environment resulting in lower loan yields. The average rate paid on interest bearing liabilities was 0.80% for the first quarter of 2022, compared to 1.04% for the first quarter of 2021 primarily due to lower rates paid on deposits and the payoff of the Company’s notes payable, offset partially by strong growth of interest bearing deposits and the issuance of additional subordinated debentures.

Interest Income. Total interest income, on a tax-equivalent basis, was $35.0 million for the first quarter of 2022, compared to $30.7 million for the first quarter of 2021. The $4.3 million, or 14.0%, increase in total interest income on a tax-equivalent basis was primarily due to continued organic growth in the loan portfolio, offset partially by a reduction in the recognition of PPP origination fees as the PPP loan portfolio continues to pay down.

Interest income on loans, on a tax-equivalent basis, was $31.8 million for the first quarter of 2022, compared to $27.9 million for the first quarter of 2021. The $3.9 million, or 14.0%, increase was primarily due to a 21.3% increase in the average balance of loans outstanding from continued organic loan growth, which was partially offset by a 29 basis point decline in the average yield on loans.

Loan interest income and loan fees remain the primary contributing factors to the changes in yield on interest earning assets. The aggregate loan yield, excluding PPP loans, decreased to 4.40% in the first quarter of 2022, which was 32 basis points lower than 4.72% in the first quarter of 2021. While loan fees have maintained a relatively stable contribution to the aggregate loan yield, the historically low yield curve has resulted in a declining core yield on loans in comparison to prior periods.

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The following table presents a summary of interest and fees recognized on loans, excluding PPP loans, for the periods indicated is as follows:


	Three Months Ended
	March 31, 2022		December 31, 2021		September 30, 2021		June 30, 2021		March 31, 2021
Interest	4.15	%	4.20	%	4.28	%	4.37	%	4.50	%
Fees	0.25		0.21		0.23		0.17		0.22
Yield on Loans, Excluding PPP Loans	4.40	%	4.41	%	4.51	%	4.54	%	4.72	%

Interest Expense. Interest expense on interest bearing liabilities decreased $531,000, or 10.5%, to $4.5 million for the first quarter of 2022, compared to $5.0 million for the first quarter of 2021. The cost of interest bearing liabilities declined 24 basis points from 1.04% in the first quarter of 2021 to 0.80% in the first quarter of 2022, primarily due to lower rates paid on deposits and the payoff of the Company’s notes payable, offset partially by strong growth of interest bearing deposits and the issuance of additional subordinated debentures.

Interest expense on deposits was $3.2 million for the first quarter of 2022, a decrease of $513,000, or 14.0%, from $3.7 million for the first quarter of 2021. The cost of total deposits declined 16 basis points from 0.59% in the first quarter of 2021, to 0.43% in the first quarter of 2022, primarily due to deposit rate cuts consistent with a lower rate environment and the continued downward repricing of time deposits.

Interest expense on borrowings decreased $17,000 to $1.4 million for the first quarter of 2022, compared to $1.4 million for the first quarter of 2021. This decrease was primarily due to the payoff of the Company’s notes payable and a decrease in FHLB advances, offset by higher average balances of subordinated debentures due to the issuance of additional subordinated debentures in July 2021.

Provision for Loan Losses

The provision for loan losses was $1.7 million for the first quarter of 2022, an increase of $575,000, compared to the provision for loan losses of $1.1 million for the first quarter of 2021. The increase in the provision for loan losses was primarily attributable to the robust growth of the loan portfolio. The allowance for loan losses to total loans was 1.40% at March 31, 2022, compared to 1.48% at March 31, 2021. The allowance for loan losses to total loans, excluding PPP loans, was 1.40% at March 31, 2022, compared to 1.59% at March 31, 2021.

As an emerging growth company, the Company is not subject to Accounting Standards Update No. 2016-13 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments,” or CECL, until January 1, 2023.

The following table presents a summary of the activity in the allowance for loan losses for the three month periods ended March 31, 2022 and 2021:


	Three Months Ended
	March 31,		March 31,
(dollars in thousands)	2022		2021
Balance at Beginning of Period	$	40,020	$	34,841
Provision for Loan Losses		1,675		1,100
Charge-offs		(15)		(14)
Recoveries		12		60
Balance at End of Period	$	41,692	$	35,987

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Noninterest Income

Noninterest income was $1.6 million for the first quarter of 2022, an increase of $549,000 from $1.0 million for the first quarter of 2021. The increase was primarily due to increased swap fees and bank-owned life insurance income.

The following table presents the major components of noninterest income for the three months ended March 31, 2022, compared to the three months ended March 31, 2021:


	Three Months Ended
	March 31,				Increase/
(dollars in thousands)	2022		2021		(Decrease)
Noninterest Income:
Customer Service Fees	$	281	$	234	$	47
Letter of Credit Fees		242		327		(85)
Debit Card Interchange Fees		133		130		3
Swap Fees		557		—		557
Bank-Owned Life Insurance		148		—		148
Other Income		196		317		(121)
Totals	$	1,557	$	1,008	$	549

Noninterest Expense

Noninterest expense was $13.5 million for the first quarter of 2022, an increase of $2.6 million from $10.9 million for the first quarter of 2021. The increase was primarily attributable to increased salaries and employee benefits, professional and consulting fees, technology, and marketing and advertising expenses. The $1.6 million increase in salaries and employee benefits was impacted by the timing of merit increases, which all went into effect during the first quarter of 2022, a change from prior years in which merit increases occurred throughout the year based on service anniversary dates.

The Company continues to add key talent across the organization. Full-time equivalent employees increased from 200 at the end of the first quarter of 2021 to 229 at the end of the first quarter of 2022.

Efficiency Ratio. The efficiency ratio, a non-GAAP financial measure, reports total noninterest expense, less amortization of intangible assets, as a percentage of net interest income plus total noninterest income, less gains (losses) on sales of securities. Management believes this non-GAAP financial measure provides a meaningful comparison of operational performance and facilitates investors’ assessments of business performance and trends in comparison to peers in the banking industry. The Company’s efficiency ratio, and its comparability to some peers, is negatively impacted by the amortization of tax credit investments, as well as other non-routine items, within noninterest expense.

The efficiency ratio was 42.4% for the first quarter of 2022, compared to 41.2% for the first quarter of 2021. Excluding the impact of certain non-routine income and expenses, the adjusted efficiency ratio, a non-GAAP financial measure, was 42.0% for the first quarter of 2022, compared to 40.7% for the first quarter of 2021. The efficiencies of the Company's "branch-light" model have positioned the Company well to continue making investments in technology as the industry adapts to evolving client behavior.

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The following table presents the major components of noninterest expense for the three months ended March 31, 2022, compared to the three months ended March 31, 2021:


	Three Months Ended
	March 31,				Increase/
(dollars in thousands)	2022		2021		(Decrease)
Noninterest Expense:
Salaries and Employee Benefits	$	8,694	$	7,102	$	1,592
Occupancy and Equipment		1,085		1,055		30
FDIC Insurance Assessment		360		315		45
Data Processing		297		291		6
Professional and Consulting Fees		696		544		152
Information Technology and Telecommunications		578		462		116
Marketing and Advertising		626		286		340
Intangible Asset Amortization		48		48		—
Amortization of Tax Credit Investments		117		118		(1)
Other Expense		1,007		702		305
Totals	$	13,508	$	10,923	$	2,585

Income Tax Expense

The provision for income taxes includes both federal and state taxes. Fluctuations in effective tax rates reflect the differences in the inclusion or deductibility of certain income and expenses for income tax purposes and the recognition of tax credits. The Company’s future effective income tax rate will fluctuate based on the mix of taxable and tax-free investments and loans, the recognition and availability of tax credit investments, and overall taxable income.

Income tax expense was $4.3 million for the first quarter of 2022, compared to $3.7 million for the first quarter of 2021. The effective combined federal and state income tax rate for the first quarter of 2022 was 25.9%, compared to 25.8% for the first quarter of 2021.

Financial Condition

Assets

Total assets at March 31, 2022 were $3.61 billion, an increase of $130.3 million, or 3.7%, over total assets of $3.48 billion at December 31, 2021, and an increase of $535.6 million, or 17.4%, over total assets of $3.07 billion at March 31, 2021. The linked-quarter increase in total assets was primarily due to strong organic loan growth, offset partially by a decrease in cash and cash equivalents. The year-over-year increase in total assets was primarily due to robust organic loan growth and the continued purchases of investment securities, offset partially by a decrease in cash and cash equivalents.

Total gross loans at March 31, 2022 were $2.99 billion, an increase of $168.5 million, or 6.0%, over total gross loans of $2.82 billion at December 31, 2021, and an increase of $561.8 million, or 23.2%, over total gross loans of $2.43 billion at March 31, 2021. The increase in the loan portfolio during the first quarter of 2022 was primarily due to growth in the construction and land development, multifamily and CRE nonowner occupied segments, offset partially by the payoff of PPP loans. When excluding PPP loans, gross loans grew $182.3 million during the first quarter of 2022, or 26.5% on an annualized basis. The Company's continued strong loan growth has been driven by the expansion of its talented lending teams, new client acquisitions, the strong, growing brand of the Bank in the Twin Cities market and the M&A-related market disruption in the Twin Cities resulting in client and banker acquisition opportunities.

Investment Securities Portfolio

The investment securities portfolio is used to make various term investments and is intended to provide the Company with adequate liquidity, a source of stable income, and at times, serve as collateral for certain types of

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deposits. Investment balances in the investment securities portfolio are subject to change over time based on funding needs and interest rate risk management objectives. The liquidity levels take into account anticipated future cash flows and are maintained at levels management believes are appropriate to ensure future flexibility in meeting anticipated funding needs.

The investment securities portfolio consists primarily of municipal securities, U.S. government agency mortgage backed securities, SBA securities, asset-backed securities, and corporate securities comprised primarily of subordinated debentures of banks and financial holding companies. In addition, the Company also holds U.S. treasury securities and other debt securities, all with varying contractual maturities. These maturities do not necessarily represent the expected life of the securities as the securities may be called or paid down without penalty prior to their stated maturities. All investment securities are held as available for sale.

Securities available for sale were $459.1 million at March 31, 2022, compared to $439.4 million at December 31, 2021, an increase of $19.7 million or 4.5%. At March 31, 2022, municipal securities represented 35.8% of the investment securities portfolio, government agency mortgage-backed securities represented 22.8% of the portfolio, SBA securities represented 6.0% of the portfolio, corporate securities represented 18.3% of the portfolio, U.S. treasury securities represented 3.8% of the portfolio, asset-backed securities represented 9.0% of the portfolio, and other mortgage-backed securities represented 4.3% of the portfolio.

The following table presents the amortized cost and fair value of securities available for sale, by type, at March 31, 2022 and December 31, 2021:


	March 31, 2022				December 31, 2021
	Amortized		Fair		Amortized		Fair
(dollars in thousands)	Cost		Value		Cost		Value
U.S. Treasury Securities	$	17,448	$	17,351	$	756	$	754
SBA Securities		27,836		27,703		30,474		30,370
Mortgage-Backed Securities Issued or Guaranteed by U.S. Agencies (MBS):
Residential Pass-Through:
Guaranteed by GNMA		628		635		671		702
Issued by FNMA and FHLMC		20,107		18,616		20,649		20,363
Other Residential Mortgage-Backed Securities		79,972		75,228		83,394		82,271
Commercial Mortgage-Backed Securities		10,294		10,272		10,646		11,138
All Other Commercial MBS		20,479		19,799		10,203		10,063
Total MBS		131,480		124,550		125,563		124,537
Municipal Securities		171,546		164,218		151,665		158,369
Corporate Securities		83,834		83,967		81,925		84,480
Asset-Backed Securities		40,846		41,301		39,867		40,852
Total	$	472,990	$	459,090	$	430,250	$	439,362

Loan Portfolio

The Company focuses on lending to borrowers located or investing in the Minneapolis-St. Paul-Bloomington, MN-WI Metropolitan Statistical Area across a diverse range of industries and property types. The Company lends primarily to commercial customers, consisting of loans secured by nonfarm, nonresidential properties, multifamily residential properties, land, and non-real estate business assets. Responsive service, local decision making, and an efficient turnaround time from application to closing have been significant factors in growing the loan portfolio.

The Company manages concentrations of credit exposure through a risk management program which implements formalized processes and procedures specifically for managing and mitigating risk within the loan portfolio. The processes and procedures include board and management oversight, commercial real estate exposure limits, portfolio monitoring tools, management information systems, market reports, underwriting standards, internal and external loan review, and stress testing.

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Total gross loans increased $168.5 million to $2.99 billion at March 31, 2022, compared to $2.82 billion at December 31, 2021, and increased $561.8 million from $2.43 billion at March 31, 2021. As of March 31, 2022, construction and land development loans increased $39.7 million, multifamily loans increased $102.4 million, and nonowner occupied CRE loans increased $21.9 million, when compared to December 31, 2021. Collectively, the Company’s annualized loan growth for the three months ended March 31, 2022, excluding PPP loans, was 26.5%.

The following table presents the dollar and percentage composition of the loan portfolio by category, at the dates indicated:


	March 31, 2022				December 31, 2021				September 30, 2021				June 30, 2021				March 31, 2021
(dollars in thousands)	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
Commercial	$	363,290	12.2	%	$	360,169	12.8	%	$	350,081	12.9	%	$	321,474	12.4	%	$	301,023	12.4	%
Paycheck Protection Program		12,309	0.4			26,162	0.9			54,190	2.0			99,072	3.8			163,258	6.7
Construction and Land Development		321,131	10.7			281,474	10.0			257,167	9.5			251,573	9.7			193,372	8.0
Real Estate Mortgage:
1 - 4 Family Mortgage		312,201	10.5			305,317	10.8			290,535	10.7			277,943	10.7			294,964	12.2
Multifamily		1,012,623	33.9			910,243	32.3			865,172	31.9			790,275	30.5			665,415	27.4
CRE Owner Occupied		117,969	3.9			111,096	4.0			101,834	3.8			87,507	3.4			79,665	3.3
CRE Nonowner Occupied		840,463	28.1			818,569	29.0			786,271	29.0			758,101	29.2			720,396	29.7
Total Real Estate Mortgage Loans		2,283,256	76.4			2,145,225	76.1			2,043,812	75.4			1,913,826	73.8			1,760,440	72.6
Consumer and Other		7,981	0.3			6,442	0.2			6,762	0.2			8,241	0.3			8,030	0.3
Total Loans, Gross		2,987,967	100.0	%		2,819,472	100.0	%		2,712,012	100.0	%		2,594,186	100.0	%		2,426,123	100.0	%
Allowance for Loan Losses		(41,692)				(40,020)				(38,901)				(37,591)				(35,987)
Net Deferred Loan Fees		(9,065)				(9,535)				(10,199)				(11,450)				(11,273)
Total Loans, Net	$	2,937,210			$	2,769,917			$	2,662,912			$	2,545,145			$	2,378,863

The Company’s primary focus has been on real estate mortgage lending, which constituted 76.4% of the portfolio as of March 31, 2022. The composition of the portfolio has remained relatively consistent with prior periods and the Company does not expect any significant changes in the foreseeable future in the composition of the loan portfolio or in the emphasis on real estate lending.

As of March 31, 2022, investor CRE loans totaled $2.17 billion, consisting of $840.5 million of loans secured by nonowner occupied CRE, $1.01 billion of loans secured by multifamily residential properties and $321.1 million of construction and land development loans. Investor CRE loans represented 73.1% of the total gross loan portfolio, excluding PPP loans, and 503.7% of the Bank’s total risk-based capital at March 31, 2022, compared to 483.4% at December 31, 2021.

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The following tables present time to contractual maturity and sensitivity to interest rate changes for the loan portfolio at March 31, 2022 and December 31, 2021:


	As of March 31, 2022
	Due in One Year		More Than One		More Than Five		After
(dollars in thousands)	or Less		Year to Five Years		Year to Fifteen Years		Fifteen Years
Commercial	$	131,653	$	154,619	$	73,890	$	3,128
Paycheck Protection Program		102		12,207		—		—
Construction and Land Development		91,872		148,097		81,162		—
Real Estate Mortgage:
1 - 4 Family Mortgage		50,726		188,748		72,054		673
Multifamily		72,987		354,014		541,866		43,756
CRE Owner Occupied		5,761		36,419		75,789		—
CRE Nonowner Occupied		166,562		352,192		321,709		—
Total Real Estate Mortgage Loans		296,036		931,373		1,011,418		44,429
Consumer and Other		4,345		3,441		—		195
Total Loans, Gross	$	524,008	$	1,249,737	$	1,166,470	$	47,752
Interest Rate Sensitivity:
Fixed Interest Rates	$	235,459	$	945,653	$	685,346	$	4,458
Floating or Adjustable Rates		288,549		304,084		481,124		43,294
Total Loans, Gross	$	524,008	$	1,249,737	$	1,166,470	$	47,752


	As of December 31, 2021
	Due in One Year		More Than One		More Than Five		After
(dollars in thousands)	or Less		Year to Five Years		Year to Fifteen Years		Fifteen Years
Commercial	$	143,878	$	149,541	$	63,588	$	3,162
Paycheck Protection Program		898		25,264		—		—
Construction and Land Development		88,814		121,357		71,303		—
Real Estate Mortgage:
1 - 4 Family Mortgage		55,794		185,729		63,117		677
Multifamily		78,875		331,447		470,353		29,568
CRE Owner Occupied		4,679		22,385		84,032		—
CRE Nonowner Occupied		146,508		359,735		312,326		—
Total Real Estate Mortgage Loans		285,856		899,296		929,828		30,245
Consumer and Other		3,088		2,645		495		214
Total Loans, Gross	$	522,534	$	1,198,103	$	1,065,214	$	33,621
Interest Rate Sensitivity:
Fixed Interest Rates	$	226,008	$	919,024	$	591,560	$	7,477
Floating or Adjustable Rates		296,526		279,079		473,654		26,144
Total Loans, Gross	$	522,534	$	1,198,103	$	1,065,214	$	33,621

Asset Quality

The Company emphasizes credit quality in the originating and monitoring of the loan portfolio, and success in underwriting is measured by the levels of classified and nonperforming assets and net charge-offs. Federal regulations and internal policies require the use of an asset classification system as a means of managing and reporting problem and potential problem assets. The Company has incorporated an internal asset classification system, substantially consistent with federal banking regulations, as a part of the credit monitoring system. Federal banking regulations set forth a classification scheme for problem and potential problem assets as “substandard,” “doubtful” or “loss” assets. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the financial institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly

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questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are required to be designated “watch.”

The following table presents information on loan classifications at March 31, 2022. The Company had no assets classified as doubtful or loss.


	Risk Category
(dollars in thousands)	Watch		Substandard		Total
Commercial	$	6,315	$	12,803	$	19,118
Construction and Land Development		—		122		122
Real Estate Mortgage:
1 - 4 Family Mortgage		699		288		987
CRE Owner Occupied		—		2,402		2,402
CRE Nonowner Occupied		39,829		2,996		42,825
Total Real Estate Mortgage Loans		40,528		5,686		46,214
Totals	$	46,843	$	18,611	$	65,454

The Company has increased oversight and analysis of all segments of the loan portfolio in response to the COVID-19 pandemic, especially in vulnerable industries such as hospitality and restaurants, to proactively monitor evolving credit risk. Loans that have potential weaknesses that warranted a watchlist risk rating at March 31, 2022, totaled $46.8 million, compared to $49.3 million at December 31, 2021. Loans that warranted a substandard risk rating at March 31, 2022 totaled $18.6 million, compared to $22.6 million at December 31, 2021. Management continues to actively work with these borrowers and closely monitor substandard credits.

The Company developed programs for clients who experienced business and personal disruptions due to the COVID-19 pandemic by providing interest-only modifications, loan payment deferrals, and extended amortization modifications. In accordance with interagency regulatory guidance and the CARES Act, qualifying loans modified in response to the COVID-19 pandemic are not considered TDRs. Modifications under this guidance, which could only be applied to modifications made by January 1, 2022, have been granted on a case-by-case basis based on specific needs and circumstances affecting each borrower. The Company had 10 modified loans totaling $30.4 million outstanding as of March 31, 2022 representing 1.2% of the loan portfolio, excluding PPP loans, which is down from $35.0 million at December 31, 2021.

The following table presents a rollforward of loan modification activity, by modification type, from December 31, 2021 to March 31, 2022:


(dollars in thousands)	Interest-Only		Extended Amortization		Total
Principal Balance - December 31, 2021	$	30,249	$	4,740	$	34,989
Modification Expired		(4,011)		—		(4,011)
Net Principal Advances (Payments)		(563)		(25)		(588)
Principal Balance - March 31, 2022	$	25,675	$	4,715	$	30,390

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The following table presents a summary of active loan modifications, by loan segment and modification type, at March 31, 2022:


	Interest-Only			Extended Amortization			Total
(dollars in thousands)	Amount		# of Loans	Amount		# of Loans	Amount		# of Loans
Commercial	$	315	2	$	4,715	1	$	5,030	3
Real Estate Mortgage:
CRE Owner Occupied		584	3		—	—		584	3
CRE Nonowner Occupied		24,776	4		—	—		24,776	4
Totals	$	25,675	9	$	4,715	1	$	30,390	10

Nonperforming Assets

Nonperforming loans include loans accounted for on a nonaccrual basis and loans 90 days past due and still accruing. Nonperforming assets consist of nonperforming loans plus foreclosed assets (i.e., real or personal property acquired through foreclosure). Nonaccrual loans totaled $706,000 at March 31, 2022 and $722,000 at December 31, 2021, a decrease of $16,000. There were no loans 90 days past due and still accruing as of March 31, 2022 or December 31, 2021 and there were no foreclosed assets as of March 31, 2022 or December 31, 2021.

The following table presents a summary of nonperforming assets, by category, at the dates indicated:


	March 31,			December 31,
(dollars in thousands)	2022			2021
Total Nonaccrual Loans	$	706		$	722
Total Nonperforming Loans	$	706		$	722
Plus: Foreclosed Assets		—			—
Total Nonperforming Assets ⁽¹⁾	$	706		$	722
Total Restructured Accruing Loans		1,136			1,304
Total Nonperforming Assets and Restructured Accruing Loans	$	1,842		$	2,026
Nonaccrual Loans to Total Loans		0.02	%		0.03	%
Nonperforming Loans to Total Loans		0.02			0.03
Nonperforming Assets to Total Loans Plus Foreclosed Assets ⁽¹⁾		0.02			0.03

(1)	Nonperforming assets are defined as nonaccrual loans and loans greater than 90 days past due still accruing plus foreclosed assets. There were no loans greater than 90 days past due still accruing for any period shown.

The balance of nonperforming assets can fluctuate due to changes in economic conditions. The Company has established a policy to discontinue accruing interest on a loan (that is, place the loan on nonaccrual status) after it has become 90 days delinquent as to payment of principal or interest, unless the loan is considered to be well-collateralized and is actively in the process of collection. In addition, a loan will be placed on nonaccrual status before it becomes 90 days delinquent unless management believes that the collection of interest is expected. Interest previously accrued but uncollected on such loans is reversed and charged against current income when the receivable is determined to be uncollectible. If management believes that a loan will not be collected in full, an increase to the allowance for loan losses is recorded to reflect management’s estimate of any potential exposure or loss. Generally, payments received on nonaccrual loans are applied directly to principal. Gross income that would have been recorded on nonaccrual loans during the three months ended March 31, 2022 and March 31, 2021 was $7,000 and $19,000, respectively.

Allowance for Loan Losses

The allowance for loan losses is a reserve established through charges to earnings in the form of a provision for loan losses. The Company maintains an allowance for loan losses at a level management considers adequate to provide for known and probable incurred losses in the portfolio. The level of the allowance is based on management’s evaluation of estimated losses in the portfolio, after consideration of risk characteristics of the loans and prevailing and anticipated economic conditions. Loan charge-offs (i.e., loans judged to be uncollectible) are charged against the reserve and any subsequent recovery is credited to the reserve. The Company analyzes risks within the loan portfolio on a continual basis. A risk system, consisting of multiple grading categories for each portfolio class, is utilized as an

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analytical tool to assess risk and appropriate reserves. In addition to the risk system, management further evaluates risk characteristics of the loan portfolio under current and anticipated economic conditions, including the economic distress caused by the COVID-19 pandemic, and considers such factors as the financial condition of the borrower, past and expected loss experience, and other factors which management feels deserve recognition in establishing an appropriate reserve. These estimates are reviewed at least quarterly, and as adjustments become necessary, they are recognized in the periods in which they become known. Although management strives to maintain an allowance it deems adequate, future economic changes, deterioration of borrowers’ creditworthiness, and the impact of examinations by regulatory agencies all could cause changes to the allowance for loan losses.

At March 31, 2022, the allowance for loan losses was $41.7 million, an increase of $1.7 million from $40.0 million at December 31, 2021. Net charge-offs (recoveries) totaled $3,000 during the first quarter of 2022 and ($46,000) during the first quarter of 2021. The allowance for loan losses as a percentage of total loans was 1.40% at March 31, 2022, compared to 1.42% at December 31, 2021. Excluding PPP loans, the allowance for loan losses as a percentage of total loans was 1.40% at March 31, 2022, compared to 1.43% at December 31, 2021.

The following table presents a summary of net charge-offs for the periods indicated:


	Three Months Ended
	March 31,
(dollars in thousands)	2022			2021
Net Charge-offs (Recoveries)
Commercial	$	(2)		$	(19)
Real Estate Mortgage:
1 - 4 Family Mortgage		(3)			2
CRE Owner Occupied		—			(32)
Total Real Estate Mortgage Loans		(3)			(30)
Consumer and Other		8			3
Total Net Charge-offs (Recoveries)	$	3		$	(46)
Net Charge-offs to Average Loans
Commercial		0.00	%		(0.03)	%
Real Estate Mortgage:
CRE Owner Occupied		0.00			(0.17)
Total Real Estate Mortgage Loans		0.00			(0.01)
Consumer and Other		0.42			0.16
Total Net Charge-offs (Recoveries) (Annualized) to Average Loans		0.00	%		(0.01)	%
Gross Loans, End of Period	$	2,987,967		$	2,426,123
Average Loans		2,899,985			2,389,919
Allowance to Total Gross Loans		1.40	%		1.48	%
Allowance to Total Gross Loans, Excluding PPP Loans		1.40			1.59

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The following table presents a summary of the allocation of the allowance for loan losses by loan portfolio segment for the periods indicated:


	March 31,				December 31,
	2022				2021
(dollars in thousands)	Amount		Percent		Amount		Percent
Commercial	$	5,638	13.5	%	$	6,256	15.6	%
Paycheck Protection Program		6	—			13	—
Construction and Land Development		4,319	10.4			3,757	9.4
Real Estate Mortgage:
1 - 4 Family Mortgage		3,885	9.3			3,757	9.4
Multifamily		14,083	33.8			12,610	31.5
CRE Owner Occupied		1,595	3.8			1,495	3.7
CRE Nonowner Occupied		11,663	28.0			11,335	28.3
Total Real Estate Mortgage Loans		31,226	74.9			29,197	72.9
Consumer and Other		177	0.4			147	0.5
Unallocated		326	0.8			650	1.6
Total Allowance for Loan Losses	$	41,692	100.0	%	$	40,020	100.0	%

Deposits

The principal sources of funds for the Company are deposits, consisting of demand deposits, money market accounts, savings accounts, and certificates of deposit. The following table presents the dollar and percentage composition of the deposit portfolio, by category, at the dates indicated:


	March 31, 2022				December 31, 2021				September 30, 2021				June 30, 2021				March 31, 2021
(dollars in thousands)	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
Noninterest Bearing Transaction Deposits	$	835,482	27.5	%	$	875,084	29.7	%	$	846,490	29.7	%	$	758,023	27.9	%	$	712,999	27.0	%
Interest Bearing Transaction Deposits		598,402	19.7			544,789	18.5			488,785	17.1			432,123	15.9			433,344	16.4
Savings and Money Market Deposits		890,926	29.3			863,567	29.3			791,861	27.7			761,485	28.0			791,583	30.0
Time Deposits		286,674	9.5			293,474	10.0			309,824	10.9			321,857	11.8			344,581	13.1
Brokered Deposits		424,127	14.0			369,323	12.5			417,197	14.6			447,418	16.4			356,147	13.5
Total Deposits	$	3,035,611	100.0	%	$	2,946,237	100.0	%	$	2,854,157	100.0	%	$	2,720,906	100.0	%	$	2,638,654	100.0	%

Total deposits at March 31, 2022 were $3.04 billion, an increase of $89.4 million, or 3.0%, compared to total deposits of $2.95 billion at December 31, 2021, and an increase of $397.0 million, or 15.0%, over total deposits of $2.64 billion at March 31, 2021. Deposit growth in the first quarter of 2022 was primarily due to an increase in interest bearing transaction deposits, savings and money market deposits, and brokered deposits, offset partially by declines in noninterest bearing transaction deposits and time deposits. On a year-over-year basis, noninterest bearing transaction deposits increased $122.5 million, or 17.2%, compared to March 31, 2021. Similar to the loan portfolio, the growth in core deposits has been a result of successful new client and banker acquisition initiatives and the strong, growing brand of the Bank in the Twin Cities market. Given the likelihood of higher interest rates, management believes deposits could experience fluctuations in future periods.

The Company relies on increasing the deposit base to fund loans and other asset growth. The Company is in a highly competitive market and competes for local deposits by offering attractive products with competitive rates. The Company expects to have a higher average cost of funds for local deposits compared to competitor banks due to the lack of an extensive branch network. The Company’s strategy is to offset the higher cost of funding with a lower level of operating expense. When appropriate, the Company utilizes alternative funding sources such as brokered deposits. The brokered deposit market provides flexibility in structure, optionality and efficiency not afforded in traditional retail deposit channels. At March 31, 2022, total brokered deposits were $424.1 million, an increase of $54.8 million, or 14.8%, compared to total brokered deposits of $369.3 million at December 31, 2021.

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The following table presents the average balance and average rate paid on each of the following deposit categories for the three months ended March 31, 2022 and 2021:


	As of and for the				As of and for the
	Three Months Ended				Three Months Ended
	March 31, 2022				March 31, 2021
	Average		Average		Average		Average
(dollars in thousands)	Balance		Rate		Balance		Rate
Noninterest Bearing Transaction Deposits	$	822,488	—	%	$	676,173	—	%
Interest Bearing Transaction Deposits		566,279	0.43			364,017	0.47
Savings and Money Market Deposits		876,580	0.42			724,104	0.56
Time Deposits < $250,000		234,684	1.02			259,389	1.46
Time Deposits > $250,000		54,230	1.17			85,326	1.59
Brokered Deposits		406,648	0.90			402,694	0.98
Total Deposits	$	2,960,909	0.43	%	$	2,511,703	0.59	%

The Company’s total uninsured deposits, which are the amounts of deposit accounts that exceed the FDIC insurance limit, currently $250,000, were approximately $1.16 billion and $1.21 billion at March 31, 2022 and December 31, 2021, respectively. These amounts were estimated based on the same methodologies and assumptions used for regulatory reporting purposes.

Borrowed Funds

Other Borrowings

At March 31, 2022, other borrowings outstanding consisted of FHLB advances of $42.5 million. The Company has an outstanding Loan and Security Agreement and revolving note which has made a $25.0 million revolving line of credit available to the Company, secured by 100% of the issued and outstanding stock of the Bank. The maturity of the line of credit is February 28, 2023. As of March 31, 2022, there were no outstanding balances under the revolving line of credit.

The Company’s borrowing capacity at the FHLB is determined based on collateral pledged, generally consisting of loans. The Company had additional borrowing capacity under this credit facility of $542.5 million and $550.8 million at March 31, 2022 and December 31, 2021, respectively.

Additionally, the Company has borrowing capacity from other sources. As of March 31, 2022, the Bank was eligible to use the Federal Reserve discount window for borrowings. Based on assets pledged as collateral as of the applicable date, the Bank’s borrowing availability was approximately $159.3 million and $126.0 million at March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 and December 31, 2021, the Company had no outstanding advances from the discount window.

Subordinated Debentures

For additional information, see “Note 7 – Subordinated Debentures” of the Company’s Consolidated Financial Statements included as part of this report.

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Contractual Obligations

The following table presents supplemental information regarding total contractual obligations at March 31, 2022:


	Within		One to		Three to		After
(dollars in thousands)	One Year		Three Years		Five Years		Five Years		Total
Deposits Without a Stated Maturity	$	2,519,884	$	—	$	—	$	—	$	2,519,884
Time Deposits		138,566		192,940		156,499		27,722		515,727
FHLB Advances		—		38,500		4,000		—		42,500
Subordinated Debentures		—		—		—		93,750		93,750
Commitment to Fund Tax Credit Investments		407		—		—		—		407
Operating Lease Obligations		516		1,009		800		495		2,820
Totals	$	2,659,373	$	232,449	$	161,299	$	121,967	$	3,175,088

The Company believes that it will be able to meet all contractual obligations as they come due through the maintenance of adequate cash levels. The Company expects to maintain adequate cash levels through earnings, loan and securities repayments and maturity activity and continued deposit gathering activities. As described above, the Company has in place various borrowing mechanisms for both short-term and long-term liquidity needs.

Capital

Total shareholders’ equity at March 31, 2022 was $379.4 million, a slight increase of $169,000 over shareholders’ equity of $379.3 million at December 31, 2021, primarily due to net income retained and unrealized gains in the derivatives portfolio, offset by stock repurchases made under the Company’s stock repurchase program and unrealized losses in the securities portfolio.

Stock Repurchase Program. During the three months ended March 31, 2022, the Company repurchased 71,038 shares of its common stock, representing less than 1% of the Company’s outstanding shares. Shares were repurchased during this period at a weighted average price of $16.95 for a total of $1.2 million. All shares repurchased under the stock repurchase program were converted to authorized but unissued shares. At March 31, 2022, the remaining amount that could be used to repurchase shares under the stock repurchase program was $11.2 million. The Company remains committed to maintaining strong capital levels while enhancing shareholder value as it strategically executes its stock repurchase program in this fluid economic environment.

Regulatory Capital. The Company and the Bank are subject to various regulatory capital requirements administered by federal banking regulators. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by federal banking regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s business.

Management believes the Company and the Bank met all capital adequacy requirements to which they were subject as of March 31, 2022. The regulatory capital ratios for the Company and the Bank to meet the minimum capital adequacy standards and for the Bank to be considered well capitalized under the prompt corrective action framework are set forth in the following tables. The Company’s and the Bank’s actual capital amounts and ratios are as of the dates indicated.

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					Minimum Required				For Capital Adequacy				To be Well Capitalized
					For Capital Adequacy				Purposes Plus Capital				Under Prompt Corrective
	Actual				Purposes				Conservation Buffer				Action Regulations
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
March 31, 2022
Company (Consolidated):
Total Risk-based Capital	$	512,491	15.02	%	$	272,923	8.00	%	$	358,212	10.50	%		N/A	N/A
Tier 1 Risk-based Capital		378,090	11.08			204,692	6.00			289,981	8.50			N/A	N/A
Common Equity Tier 1 Capital		311,576	9.13			153,519	4.50			238,808	7.00			N/A	N/A
Tier 1 Leverage Ratio		378,090	10.78			140,346	4.00			140,346	4.00			N/A	N/A
Bank:
Total Risk-based Capital	$	431,637	12.65	%	$	272,960	8.00	%	$	358,259	10.50	%	$	341,199	10.00	%
Tier 1 Risk-based Capital		389,585	11.42			204,720	6.00			290,019	8.50			272,960	8.00
Common Equity Tier 1 Capital		389,585	11.42			153,540	4.50			238,840	7.00			221,780	6.50
Tier 1 Leverage Ratio		389,585	11.13			140,013	4.00			140,013	4.00			175,016	5.00


					Minimum Required				For Capital Adequacy				To be Well Capitalized
					For Capital Adequacy				Purposes Plus Capital				Under Prompt Corrective
	Actual				Purposes				Conservation Buffer				Action Regulations
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2021
Company (Consolidated):
Total Risk-based Capital	$	499,554	15.55	%	$	256,966	8.00	%	$	337,268	10.50	%		N/A	N/A
Tier 1 Risk-based Capital		367,161	11.43			192,725	6.00			273,027	8.50			N/A	N/A
Common Equity Tier 1 Capital		300,647	9.36			144,543	4.50			224,845	7.00			N/A	N/A
Tier 1 Leverage Ratio		367,161	10.82			135,723	4.00			135,723	4.00			N/A	N/A
Bank:
Total Risk-based Capital	$	415,848	12.94	%	$	257,005	8.00	%	$	337,319	10.50	%	$	321,256	10.00	%
Tier 1 Risk-based Capital		375,688	11.69			192,754	6.00			273,068	8.50			257,005	8.00
Common Equity Tier 1 Capital		375,688	11.69			144,565	4.50			224,879	7.00			208,816	6.50
Tier 1 Leverage Ratio		375,688	11.09			135,508	4.00			135,508	4.00			169,386	5.00

The Company and the Bank are subject to the rules of the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act. The rules require a capital conservation buffer of 2.5% that was added to the minimum requirements for capital adequacy purposes. A banking organization with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments, stock repurchases and certain discretionary bonus payments to executive officers. At March 31, 2022, the ratios for the Company and the Bank were sufficient to meet the conservation buffer.

Off-Balance Sheet Arrangements

In the normal course of business, the Company enters into various transactions to meet the financing needs of clients, which, in accordance with GAAP, are not included in the consolidated balance sheets. These transactions include commitments to extend credit, standby letters of credit, and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. Most of these commitments mature within two years and the standby letters of credit are expected to expire without being drawn upon. All off-balance sheet commitments are included in the determination of the amount of risk-based capital that the Company and the Bank are required to hold.

The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit, standby letters of credit, and commercial letters of credit is represented by the contractual or notional amount of those instruments. The Company decreases its exposure to losses under these commitments by subjecting them to credit approval and monitoring procedures. The Company assesses the credit risk associated with certain commitments to extend credit and establishes a liability for probable credit losses.

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The following table presents credit arrangements and financial instruments whose contract amounts represent credit risk as of March 31, 2022 and December 31, 2021:


	March 31, 2022				December 31, 2021
	Fixed		Variable		Fixed		Variable
(dollars in thousands)
Unfunded Commitments Under Lines of Credit	$	362,630	$	492,198	$	335,842	$	463,306
Letters of Credit		15,565		86,788		10,521		109,126
Totals	$	378,195	$	578,986	$	346,363	$	572,432

Liquidity

Liquidity is the Company’s capacity to meet cash and collateral obligations at a reasonable cost. Maintaining an adequate level of liquidity depends on the Company’s ability to efficiently meet both expected and unexpected cash flows and collateral needs without adversely affecting either daily operations or financial condition. The Bank’s Asset Liability Management, or ALM, Committee, which is comprised of members of senior management, is responsible for managing commitments to meet the needs of customers while achieving the Company’s financial objectives. The ALM Committee meets regularly to review balance sheet composition, funding capacities, and current and forecasted loan demand.

The Company manages liquidity by maintaining adequate levels of cash and other assets from on- and off-balance sheet arrangements. Specifically, on-balance sheet liquidity consists of cash and due from banks and unpledged investment securities available for sale, which are referred to as primary liquidity. In regards to off-balance sheet capacity, the Company maintains available borrowing capacity under secured borrowing lines with the FHLB, the Federal Reserve Bank of Minneapolis, and a correspondent lender, as well as unsecured lines of credit for the purpose of overnight funds with various correspondent banks, which the Company refers to as secondary liquidity.

In addition, the Bank is a member of the American Financial Exchange, or AFX, through which it may either borrow or lend funds on an overnight or short-term basis with a group of approved commercial banks. The availability of funds changes daily. As of March 31, 2022, the Company had no borrowings outstanding through the AFX.

The following tables present a summary of primary and secondary liquidity levels as of the dates indicated:


Primary Liquidity—On-Balance Sheet	March 31, 2022			December 31, 2021

(Dollars in thousands)
Cash and Cash Equivalents	$	50,312		$	130,884
Securities Available for Sale		459,090			439,362
Total Primary Liquidity	$	509,402		$	570,246
Ratio of Primary Liquidity to Total Deposits		16.8	%		19.4	%


Secondary Liquidity—Off-Balance Sheet
Borrowing Capacity	March 31, 2022			December 31, 2021
(Dollars in thousands)
Net Secured Borrowing Capacity with the FHLB	$	542,489		$	550,807
Net Secured Borrowing Capacity with the Federal Reserve Bank		159,328			126,043
Unsecured Borrowing Capacity with Correspondent Lenders		208,000			208,000
Secured Borrowing Capacity with Correspondent Lender		25,000			25,000
Total Secondary Liquidity	$	934,817		$	909,850
Ratio of Primary and Secondary Liquidity to Total Deposits		47.6	%		50.2	%

During the three months ended March 31, 2022, primary liquidity decreased by $60.8 million due to a $80.6 million decrease in cash and cash equivalents, offset partially by a $19.7 million increase in securities available for sale, when compared to December 31, 2021. Secondary liquidity increased by $25.0 million as of March 31, 2022 when compared to December 31, 2021, due to a $33.3 million increase in the borrowing capacity on the secured credit line

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with the Federal Reserve Bank, offset partially by an $8.3 million decrease in the borrowing capacity on the secured borrowing line with the FHLB.

In addition to primary liquidity, the Company generates liquidity from cash flows from the loan and securities portfolios and from the large base of core customer deposits, defined as noninterest bearing transaction, interest bearing transaction, savings, non-brokered money market accounts and non-brokered time deposits less than $250,000. At March 31, 2022, core deposits totaled approximately $2.56 billion and represented 84.3% of total deposits. These core deposits are normally less volatile, often with customer relationships tied to other products offered by the Company, which promote long-standing relationships and stable funding sources.

The Company uses brokered deposits, the availability of which is uncertain and subject to competitive market forces and regulation, for liquidity and interest rate risk management purposes. At March 31, 2022, brokered deposits totaled $424.1 million, consisting of $229.1 million of brokered time deposits and $195.1 million of non-maturity brokered money market and transaction accounts. At December 31, 2021, brokered deposits totaled $369.3 million, consisting of $238.1 million of brokered time deposits and $131.2 million of non-maturity brokered money market and transaction accounts.

The Company’s liquidity policy includes guidelines for On-Balance Sheet Liquidity (a measurement of primary liquidity to total deposits plus borrowings), Total On-Balance Sheet Liquidity with Borrowing Capacity (a measurement of primary and secondary liquidity to total deposits plus borrowings), Wholesale Funding Ratio (a measurement of total wholesale funding to total deposits plus borrowings), and other guidelines developed for measuring and maintaining liquidity. As of March 31, 2022, the Company was in compliance with all established liquidity guidelines in the policy.

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Non-GAAP Financial Measures

In addition to the results presented in accordance with GAAP, the Company routinely supplements its evaluation with an analysis of certain non-GAAP financial measures. The Company believes these non-GAAP financial measures, in addition to the related GAAP measures, provide meaningful information to investors to help them understand the Company’s operating performance and trends, and to facilitate comparisons with the performance of peers. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Reconciliations of non-GAAP disclosures used in this report to the comparable GAAP measures are provided in the following tables.


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

Pre-Provision Net Revenue
Noninterest Income	$	1,557		$	1,288		$	1,410		$	1,603		$	1,008
Less: Gain on sales of Securities		—			—			(48)			(702)			—
Total Operating Noninterest Income		1,557			1,288			1,362			901			1,008
Plus: Net Interest Income		30,180			29,153			28,673			26,288			25,395
Net Operating Revenue	$	31,737		$	30,441		$	30,035		$	27,189		$	26,403

Noninterest Expense	$	13,508		$	12,459		$	13,236		$	11,477		$	10,923
Less: Amortization of Tax Credit Investments		(117)			(152)			(152)			(140)			(118)
Less: Debt Prepayment Fees		—			—			(582)			—			—
Total Operating Noninterest Expense	$	13,391		$	12,307		$	12,502		$	11,337		$	10,805

Pre-Provision Net Revenue	$	18,346		$	18,134		$	17,533		$	15,852		$	15,598

Plus:
Non-Operating Revenue Adjustments		—			—			48			702			—
Less:
Provision for Loan Losses		1,675			1,150			1,300			1,600			1,100
Non-Operating Expense Adjustments		117			152			734			140			118
Provision for Income Taxes		4,292			4,318			4,038			3,821			3,709
Net Income	$	12,262		$	12,514		$	11,509		$	10,993		$	10,671

Average Assets	$	3,513,798		$	3,403,270		$	3,332,301		$	3,076,712		$	2,940,262
Pre-Provision Net Revenue Return on Average Assets		2.12	%		2.11	%		2.09	%		2.07	%		2.15	%


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

Core Net Interest Margin
Net Interest Income (Tax-equivalent Basis)	$	30,438		$	29,388		$	28,880		$	26,495		$	25,609
Less: Loan Fees		(1,743)			(1,462)			(1,487)			(1,023)			(1,202)
Less: PPP Interest and Fees		(563)			(1,057)			(1,753)			(1,767)			(1,864)
Core Net Interest Income	$	28,132		$	26,869		$	25,640		$	23,705		$	22,543

Average Interest Earning Assets		3,430,774			3,320,603			3,234,301			3,019,437			2,883,084
Less: Average PPP Loans		(18,140)			(39,900)			(76,006)			(149,312)			(148,881)
Core Average Interest Earning Assets	$	3,412,634		$	3,280,703		$	3,158,295		$	2,870,125		$	2,734,203
Core Net Interest Margin		3.34	%		3.25	%		3.22	%		3.31	%		3.34	%

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

Efficiency Ratio
Noninterest Expense	$	13,508		$	12,459		$	13,236		$	11,477		$	10,923
Less: Amortization of Intangible Assets		(48)			(48)			(48)			(47)			(48)
Adjusted Noninterest Expense	$	13,460		$	12,411		$	13,188		$	11,430		$	10,875
Net Interest Income		30,180			29,153			28,673			26,288			25,395
Noninterest Income		1,557			1,288			1,410			1,603			1,008
Less: Gain on Sales of Securities		—			—			(48)			(702)			—
Adjusted Operating Revenue	$	31,737		$	30,441		$	30,035		$	27,189		$	26,403
Efficiency Ratio		42.4	%		40.8	%		43.9	%		42.0	%		41.2	%

Adjusted Efficiency Ratio
Noninterest Expense	$	13,508		$	12,459		$	13,236		$	11,477		$	10,923
Less: Amortization of Tax Credit Investments		(117)			(152)			(152)			(140)			(118)
Less: Debt Prepayment Fees		—			—			(582)			—			—
Less: Amortization of Intangible Assets		(48)			(48)			(48)			(47)			(48)
Adjusted Noninterest Expense	$	13,343		$	12,259		$	12,454		$	11,290		$	10,757
Net Interest Income		30,180			29,153			28,673			26,288			25,395
Noninterest Income		1,557			1,288			1,410			1,603			1,008
Less: Gain on Sales of Securities		—			—			(48)			(702)			—
Adjusted Operating Revenue	$	31,737		$	30,441		$	30,035		$	27,189		$	26,403
Adjusted Efficiency Ratio		42.0	%		40.3	%		41.5	%		41.5	%		40.7	%


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

Adjusted Noninterest Expense to Average Assets (Annualized)
Noninterest Expense	$	13,508		$	12,459		$	13,236		$	11,477		$	10,923
Less: Amortization of Tax Credit Investments		(117)			(152)			(152)			(140)			(118)
Less: Debt Prepayment Fees		—			—			(582)			—			—
Adjusted Noninterest Expense	$	13,391		$	12,307		$	12,502		$	11,337		$	10,805

Average Assets	$	3,513,798		$	3,403,270		$	3,332,301		$	3,076,712		$	2,940,262
Adjusted Noninterest Expense to Average Assets (Annualized)		1.55	%		1.43	%		1.49	%		1.48	%		1.49	%

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

Tangible Common Equity and Tangible Common Equity/Tangible Assets
Total Shareholders' Equity	$	379,441		$	379,272		$	367,803		$	290,830		$	279,171
Less: Preferred Stock		(66,514)			(66,514)			(66,515)			—			—
Total Common Shareholders' Equity		312,927			312,758			301,288			290,830			279,171
Less: Intangible Assets		(3,057)			(3,105)			(3,153)			(3,200)			(3,248)
Tangible Common Equity	$	309,870		$	309,653		$	298,135		$	287,630		$	275,923

Total Assets	$	3,607,920		$	3,477,659		$	3,389,125		$	3,162,612		$	3,072,359
Less: Intangible Assets		(3,057)			(3,105)			(3,153)			(3,200)			(3,248)
Tangible Assets	$	3,604,863		$	3,474,554		$	3,385,972		$	3,159,412		$	3,069,111
Tangible Common Equity/Tangible Assets		8.60	%		8.91	%		8.81	%		9.10	%		8.99	%

Tangible Book Value Per Share
Book Value Per Common Share	$	11.12		$	11.09		$	10.73		$	10.33		$	9.92
Less: Effects of Intangible Assets		(0.11)			(0.11)			(0.11)			(0.11)			(0.12)
Tangible Book Value Per Common Share	$	11.01		$	10.98		$	10.62		$	10.22		$	9.80

Return on Average Tangible Common Equity
Net Income Available to Common Shareholders	$	11,249		$	11,343		$	11,509		$	10,993		$	10,671

Average Shareholders' Equity	$	383,024		$	374,035		$	330,604		$	286,311		$	272,729
Less: Average Preferred Stock		(66,514)			(66,515)			(32,332)			—			—
Average Common Equity		316,510			307,520			298,272			286,311			272,729
Less: Effects of Average Intangible Assets		(3,084)			(3,132)			(3,180)			(3,228)			(3,276)
Average Tangible Common Equity	$	313,426		$	304,388		$	295,092		$	283,083		$	269,453
Return on Average Tangible Common Equity		14.56	%		14.78	%		15.47	%		15.58	%		16.06	%


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

Adjusted Diluted Earnings Per Common Share
Net Income Available to Common Shareholders	$	11,249	$	11,343	$	11,509	$	10,993	$	10,671
Add: Debt Prepayment Fees		—		—		582		—		—
Less: Tax Impact		—		—		(151)		—		—
Net Income, Excluding Impact of Debt Prepayment Fees	$	11,249	$	11,343	$	11,940	$	10,993	$	10,671

Diluted Weighted Average Shares Outstanding		29,156,085		29,038,785		29,110,547		29,128,181		28,945,212
Adjusted Diluted Earnings Per Common Share	$	0.39	$	0.39	$	0.41	$	0.38	$	0.37

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

As a financial institution, the Company’s primary market risk is interest rate risk, which is defined as the risk of loss of net interest income or net interest margin because of changes in interest rates. The Company continually seeks to measure and manage the potential impact of interest rate risk. Interest rate risk occurs when interest earning assets and interest bearing liabilities mature or re-price at different times, on a different basis or in unequal amounts. Interest rate risk also arises when assets and liabilities each respond differently to changes in interest rates.

The Company’s management of interest rate risk is overseen by its ALM Committee, based on a risk management infrastructure approved by the board of directors that outlines reporting and measurement requirements. In particular, this infrastructure sets limits and management targets for various metrics, including net interest income simulation involving parallel shifts in interest rate curves, steepening and flattening yield curves, and various prepayment and deposit duration assumptions. The Company’s risk management infrastructure also requires a periodic review of all key assumptions used, such as identifying appropriate interest rate scenarios, setting loan prepayment rates based on historical analysis and noninterest bearing and interest bearing transaction deposit durations based on historical

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analysis. The Company does not engage in speculative trading activities relating to interest rates, foreign exchange rates, commodity prices, equities or credit.

The Company manages the interest rate risk associated with interest earning assets by managing the interest rates and terms associated with the investment securities portfolio by purchasing and selling investment securities from time to time. The Company manages the interest rate risk associated with interest bearing liabilities by managing the interest rates and terms associated with wholesale borrowings and deposits from customers which the Company relies on for funding. For example, the Company occasionally uses special offers on deposits to alter the interest rates and terms associated with interest bearing liabilities.

The Company has entered into certain hedging transactions including interest rate swaps and caps, which are designed to lessen elements of the Company’s interest rate exposure. Cash flow hedge relationships mitigate exposure to the variability of future cash flows or other forecasted transactions. The Company utilizes cash flow hedges to manage interest rate exposure for the brokered deposit and wholesale borrowing portfolios. At March 31, 2022 and December 31, 2021, these cash flow hedges had a total notional amount of $250.0 million and $235.0 million, respectively. In the event that interest rates do not change in the manner anticipated, such transactions may adversely affect the Company’s results of operations.

Net Interest Income Simulation

The Company uses a net interest income simulation model to measure and evaluate potential changes in net interest income that would result over the next 12 months from immediate and sustained changes in interest rates as of the measurement date. This model has inherent limitations and the results are based on a given set of rate changes and assumptions as of a certain point in time. For purposes of the simulation, the Company assumes no growth in either interest-sensitive assets or liabilities over the next 12 months; therefore, the model’s results reflect an interest rate shock to a static balance sheet. The simulation model also incorporates various other assumptions, which the Company believes are reasonable but which may have a significant impact on results, such as: (1) the timing of changes in interest rates, (2) shifts or rotations in the yield curve, (3) re-pricing characteristics for market-rate-sensitive instruments, (4) differing sensitivities of financial instruments due to differing underlying rate indices, (5) varying loan prepayment speeds for different interest rate scenarios, (6) the effect of interest rate limitations in assets, such as floors and caps, and (7) overall growth and repayment rates and product mix of assets and liabilities. Because of the limitations inherent in any approach used to measure interest rate risk, simulation results are not intended as a forecast of the actual effect of a change in market interest rates on the results, but rather as a means to better plan and execute appropriate asset-liability management strategies and to manage interest rate risk.

Potential changes to the Company’s net interest income in hypothetical rising and declining rate scenarios calculated as of March 31, 2022 are presented in the table below. The projections assume an immediate, parallel shift downward of the yield curve of 100 basis points and immediate, parallel shifts upward of the yield curve of 100, 200, 300 and 400 basis points. In the current interest rate environment, a downward shift of the yield curve of 200, 300 and 400 basis points does not provide us with meaningful results and thus is not presented.


(dollars in thousands)	March 31, 2022				December 31, 2021
Change (basis points)	Forecasted		Percentage		Forecasted		Percentage
in Interest Rates	Net Interest		Change		Net Interest		Change
(12-Month Projection)	Income		from Base		Income		from Base
+400	$	125,447	4.65	%	$	116,256	5.75	%
+300		124,033	3.47			114,328	4.00
+200		122,418	2.12			112,288	2.15
+100		120,731	0.72			110,539	0.55
0		119,872	—			109,930	—
−100		118,327	(1.29)			106,955	(2.71)

The table above indicates that as of March 31, 2022, in the event of an immediate and sustained 400 basis point increase in interest rates, the Company would experience a 4.65% increase in net interest income. In the event of an

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immediate 100 basis point decrease in interest rates, the Company would experience a 1.29% decrease in net interest income.

The results of this simulation analysis are hypothetical, and a variety of factors might cause actual results to differ substantially from what is depicted. For example, if the timing and magnitude of interest rate changes differ from those projected, net interest income might vary significantly. Non-parallel yield curve shifts such as a flattening or steepening of the yield curve or changes in interest rate spreads would also cause net interest income to be different from that depicted. An increasing interest rate environment could reduce projected net interest income if deposits and other short-term liabilities re-price faster than expected or re-price faster than the Company’s assets. Actual results could differ from those projected if the Company grows assets and liabilities faster or slower than estimated, if the Company experienced a net outflow of deposit liabilities, or if the mix of assets and liabilities otherwise changes. Actual results could also differ from those projected if the Company experienced substantially different repayment speeds in the loan portfolio than those assumed in the simulation model. Finally, these simulation results do not contemplate all the actions that the Company may undertake in response to potential or actual changes in interest rates, such as changes to the Company’s loan, investment, deposit, or funding strategies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as that term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, or the Exchange Act) as of March 31, 2022, the end of the fiscal quarter covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2022, the Company’s disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in the reports 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 is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Item 1.A. Risk Factors

There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2022.

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

Issuer Repurchases of Equity Securities

The following table presents stock purchases made during the first quarter of 2022:


Period	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽²⁾	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 - 31, 2022	180	$	17.71	—	$	12,406,970
February 1 - 28, 2022	180		17.50	—		12,406,970
March 1 - 31, 2022	71,573		16.95	71,038		11,202,920
Total	71,933	$	16.95	71,038	$	11,202,920

(1)

The total number of shares repurchased during the periods indicated includes shares repurchased as part of the Company’s stock repurchase program and shares withheld for income tax purposes in connection with vesting of restricted stock. The shares were purchased or otherwise valued at the closing price of the Company’s common stock on the date of purchase and/or withholding.

(2)

On January 22, 2019, the Company’s board of directors approved a stock repurchase program which authorized the Company to repurchase up to $15.0 million of its common stock, subject to certain limitations and conditions. The stock repurchase program was effective immediately and subsequently expanded. On July 23, 2019, and October 27, 2020, the Company’s board of directors approved $10.0 million and $15.0 million increases, respectively, to the Company’s stock repurchase program for a total authorization of $40.0 million. Additionally, on October 27, 2020, the stock repurchase program duration was extended to run through October 27, 2022. The stock repurchase program does not obligate the Company to repurchase any shares of its common stock, and other than repurchases that have been completed to date, there is no assurance that the Company will do so. Under the stock repurchase program, the Company may repurchase shares of common stock from time to time in open market or privately negotiated transactions. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including general market and economic conditions, regulatory requirements, availability of funds, and other relevant considerations, as determined by the Company. The Company may, in its discretion, begin, suspend or terminate repurchases at any time prior to the Program’s expiration, without any prior notice.

Unregistered Sales of Equity Securities

None.

Use of Proceeds from Registered Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

None.

Item 6. Exhibits


Exhibit Number		Description
3.1		Second Amended and Restated Articles of Incorporation of Bridgewater Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1 on Form 8-K filed on April 25, 2019)
3.2		Amended and Restated Bylaws of Bridgewater Bancshares, Inc. (incorporated herein by reference to Exhibit 3.2 on Form S-1/A filed on March 5, 2018)
3.3		Statement of Designation of 5.875% Non-Cumulative Perpetual Preferred Stock, Series A (incorporated herein by reference to Exhibit 3.1 on Form 8-K filed on August 17, 2021)
10.1		Executive Employment Agreement, dated January 1, 2022 between Bridgewater Bancshares, Inc. and Jerry Baack (incorporated by reference to Exhibit 10.27 of Bridgewater Bancshares, Inc.’s Form 10-K filed on March 8, 2022.
10.2		Executive Employment Agreement, dated January 1, 2022 between Bridgewater Bancshares, Inc. and Mary Jayne Crocker (incorporated by reference to Exhibit 10.28 of Bridgewater Bancshares, Inc.’s Form 10-K filed on March 8, 2022.
10.3		Executive Employment Agreement, dated January 1, 2022 between Bridgewater Bancshares, Inc. and Joseph Chybowski (incorporated by reference to Exhibit 10.29 of Bridgewater Bancshares, Inc.’s Form 10-K filed on March 8, 2022.
10.4		Executive Employment Agreement, dated January 1, 2022 between Bridgewater Bancshares, Inc. and Jeffrey Shellberg (incorporated by reference to Exhibit 10.30 of Bridgewater Bancshares, Inc.’s Form 10-K filed on March 8, 2022.
31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, and Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, and Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.1		Financial information from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, formatted in inline XBRL interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements
104		The cover page for Bridgewater Bancshares, Inc’s Form 10-Q Report for the quarterly period ended March 31, 2022 formatted in inline XBRL and contained in 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.


	Bridgewater Bancshares, Inc.

Date: May 5, 2022	By:	/s/ Jerry J. Baack
	Name:	Jerry J. Baack
	Title:	Chairman, Chief Executive Officer and President (Principal Executive Officer)

Date: May 5, 2022	By:	/s/ Joe M. Chybowski
	Name:	Joe M. Chybowski
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)