BYLINE BANCORP, INC. - Quarter Report: 2021 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2021

☐ 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 001-38139

Byline Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

36-3012593

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification Number)

180 North LaSalle Street, Suite 300

Chicago, Illinois 60601

(Address of Principal Executive Offices)

(773) 244-7000

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.


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 ☒

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	BY	New York Stock Exchange

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common Stock, $0.01 par value, 37,733,416 shares outstanding as of August 3, 2021

BYLINE BANCORP, INC.

FORM 10-Q

June 30, 2021

INDEX


		Page

PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements. The Unaudited Interim Condensed Consolidated Financial Statements of Byline Bancorp, Inc. filed as part of the report:	3
	Notes to Unaudited Interim Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	81
Item 4.	Controls and Procedures	82

PART II.	OTHER INFORMATION	83
Item 1.	Legal Proceedings	83
Item 1A.	Risk Factors	83
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	83
Item 3.	Defaults Upon Senior Securities	83
Item 4.	Mine Safety Disclosures	83
Item 5.	Other Information	83
Item 6.	Exhibits	84

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BYLINE BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(UNAUDITED)



(dollars in thousands, except share data)	June 30, 2021			December 31, 2020
ASSETS
Cash and due from banks	$	50,558		$	41,432
Interest bearing deposits with other banks		52,138			41,988
Cash and cash equivalents		102,696			83,420
Equity and other securities, at fair value		10,575			8,764
Securities available-for-sale, at fair value		1,495,789			1,447,230
Securities held-to-maturity, at amortized cost (fair value at June 30, 2021—$4,047, December 31, 2020 —$4,573)		3,890			4,395
Restricted stock, at cost		11,927			10,507
Loans held for sale		25,046			7,924
Loans and leases:
Loans and leases		4,469,457			4,340,535
Allowance for loan and lease losses		(61,719	)		(66,347	)
Net loans and leases		4,407,738			4,274,188
Servicing assets, at fair value		24,683			22,042
Premises and equipment, net		80,482			86,728
Other real estate owned, net		4,417			6,350
Goodwill and other intangible assets, net		169,034			172,631
Bank-owned life insurance		60,628			10,009
Deferred tax assets, net		43,127			40,181
Accrued interest receivable and other assets		100,570			216,283
Total assets	$	6,540,602		$	6,390,652
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Non-interest-bearing demand deposits	$	2,089,455		$	1,762,676
Interest-bearing deposits		3,002,740			2,989,355
Total deposits		5,092,195			4,752,031
Other borrowings		446,836			647,901
Subordinated notes, net		73,429			73,342
Junior subordinated debentures issued to capital trusts, net		36,682			36,451
Accrued interest payable and other liabilities		74,387			75,463
Total liabilities		5,723,529			5,585,188
STOCKHOLDERS’ EQUITY
Preferred stock		10,438			10,438
Common stock		385			384
Additional paid-in capital		590,422			587,165
Retained earnings		236,363			191,098
Treasury stock, at cost		(20,712	)		(1,668	)
Accumulated other comprehensive income, net of tax		177			18,047
Total stockholders’ equity		817,073			805,464
Total liabilities and stockholders’ equity	$	6,540,602		$	6,390,652


	June 30, 2021				December 31, 2020
	Preferred Shares		Common Shares		Preferred Shares		Common Shares
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares authorized		50,000		150,000,000		50,000		150,000,000
Shares issued		10,438		39,113,698		10,438		38,736,540
Shares outstanding		10,438		38,094,972		10,438		38,618,054
Treasury shares		—		1,018,726		—		118,486

See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.

BYLINE BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
(dollars in thousands, except share and per share data)	2021			2020			2021			2020
INTEREST AND DIVIDEND INCOME
Interest and fees on loans and leases	$	54,324		$	50,153		$	108,132		$	104,311
Interest on securities		6,359			7,530			12,448			15,546
Other interest and dividend income		628			222			890			1,214
Total interest and dividend income		61,311			57,905			121,470			121,071
INTEREST EXPENSE
Deposits		1,058			4,246			2,479			12,050
Other borrowings		482			476			984			2,373
Subordinated notes and debentures		1,597			574			3,193			1,214
Total interest expense		3,137			5,296			6,656			15,637
Net interest income		58,174			52,609			114,814			105,434
PROVISION FOR (RELEASE OF) LOAN AND LEASE LOSSES		(1,969	)		15,518			2,398			29,973
Net interest income after provision for (release of) loan and lease losses		60,143			37,091			112,416			75,461
NON-INTEREST INCOME
Fees and service charges on deposits		1,768			1,455			3,432			3,128
Loan servicing revenue		3,188			2,980			5,957			5,738
Loan servicing asset revaluation		7			(711	)		(1,498	)		(3,775	)
ATM and interchange fees		1,044			845			2,056			2,061
Net gains (losses) on sales of securities available-for-sale		(136	)		—			1,326			1,375
Change in fair value of equity securities, net		517			766			311			147
Net gains on sales of loans		12,270			6,456			20,589			11,229
Wealth management and trust income		722			608			1,490			1,277
Other non-interest income		1,622			430			3,081			956
Total non-interest income		21,002			12,829			36,744			22,136
NON-INTEREST EXPENSE
Salaries and employee benefits		24,588			19,405			46,394			44,071
Occupancy and equipment expense, net		4,856			5,359			10,635			10,883
Loan and lease related expenses		1,503			1,260			2,454			2,578
Legal, audit and other professional fees		2,898			2,078			5,112			4,412
Data processing		2,847			2,826			5,602			5,491
Net loss recognized on other real estate owned and other related expenses		389			456			1,010			975
Other intangible assets amortization expense		1,848			1,892			3,597			3,785
Other non-interest expense		4,052			3,777			7,019			8,519
Total non-interest expense		42,981			37,053			81,823			80,714
INCOME BEFORE PROVISION FOR INCOME TAXES		38,164			12,867			67,337			16,883
PROVISION FOR INCOME TAXES		9,672			3,728			17,047			4,778
NET INCOME		28,492			9,139			50,290			12,105
Dividends on preferred shares		195			195			391			391
INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	28,297		$	8,944		$	49,899		$	11,714
EARNINGS PER COMMON SHARE
Basic	$	0.75		$	0.24		$	1.31		$	0.31
Diluted	$	0.73		$	0.24		$	1.29		$	0.31

See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.

BYLINE BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
(dollars in thousands)	2021			2020			2021			2020
Net income	$	28,492		$	9,139		$	50,290		$	12,105
Securities available-for-sale
Unrealized holding gains (losses) arising during the period		15,694			13,402			(24,437	)		30,067
Reclassification adjustments for net (gains) losses included in net income		136			—			(1,326	)		(1,375	)
Tax effect		(4,409	)		(3,732	)		7,173			(7,990	)
Net of tax		11,421			9,670			(18,590	)		20,702
Cash flow hedges
Unrealized holding gains (losses) arising during the period		(4,037	)		—			955			—
Reclassification adjustments for net losses included in net income		21			21			42			42
Tax effect		1,119			(6	)		(277	)		(11	)
Net of tax		(2,897	)		15			720			31
Total other comprehensive income (loss)		8,524			9,685			(17,870	)		20,733
Comprehensive income	$	37,016		$	18,824		$	32,420		$	32,838

See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.

BYLINE BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)


										Additional									Accumulated Other			Total
'(dollars in thousands,	Preferred Stock				Common Stock					Paid-In			Retained			Treasury			Comprehensive			Stockholders’
except share data)	Shares		Amount		Shares			Amount		Capital			Earnings			Stock			Income (Loss)			Equity
Balance, January 1, 2020		10,438	$	10,438		38,256,500		$	379	$	580,965		$	159,033		$	—		$	(700	)	$	750,115
Net income		—		—		—			—		—			2,966			—			—			2,966
Other comprehensive income, net of tax		—		—		—			—		—			—			—			11,048			11,048
Issuance of common stock upon exercise of stock options		—		—		55,402			1		676			—			—			—			677
Restricted stock activity		—		—		174,036			—		—			—			—			—			—
Issuance of common stock in connection with employee stock purchase plan		—		—		15,569			—		268			—			—			—			268
Cash dividends declared on preferred stock		—		—		—			—		—			(196	)		—			—			(196	)
Cash dividends declared on common stock ($0.03 per share)		—		—		—			—		—			(1,151	)		—			—			(1,151	)
Repurchase of common stock		—		—		(118,486	)		—		—			—			(1,668	)		—			(1,668	)
Share-based compensation expense		—		—		—			—		608			—			—			—			608
Balance, March 31, 2020		10,438	$	10,438		38,383,021		$	380	$	582,517		$	160,652		$	(1,668	)	$	10,348		$	762,667
Net income		—		—		—			—		—			9,139			—			—			9,139
Other comprehensive income, net of tax		—		—		—			—		—			—			—			9,685			9,685
Issuance of common stock upon exercise of stock options		—		—		5,196			—		56			—			—			—			56
Restricted stock activity		—		—		—			1		(1	)		—			—			—			—
Cash dividends declared on preferred stock		—		—		—			—		—			(195	)		—			—			(195	)
Cash dividends declared on common stock ($0.03 per share)		—		—		—			—		—			(1,152	)		—			—			(1,152	)
Share-based compensation expense		—		—		—			—		735			—			—			—			735
Balance, June 30, 2020		10,438	$	10,438		38,388,217		$	381	$	583,307		$	168,444		$	(1,668	)	$	20,033		$	780,935
Net income		—		—		—			—		—			13,071			—			—			13,071
Other comprehensive loss, net of tax		—		—		—			—		—			—			—			(709	)		(709	)
Issuance of common stock upon exercise of stock options		—		—		165,375			1		1,814			—			—			—			1,815
Restricted stock activity		—		—		(5,886	)		—		—			—			—			—			—
Issuance of common stock in connection with employee stock purchase plan		—		—		21,210			1		268			—			—			—			269
Cash dividends declared on preferred stock		—		—		—			—		—			(196	)		—			—			(196	)
Cash dividends declared on common stock ($0.03 per share)		—		—		—			—		—			(1,157	)		—			—			(1,157	)
Share-based compensation expense		—		—		—			—		668			—			—			—			668
Balance, September 30, 2020		10,438	$	10,438		38,568,916		$	383	$	586,057		$	180,162		$	(1,668	)	$	19,324		$	794,696
Net income													$	12,291								$	12,291
Other comprehensive loss, net of tax		—		—		—			—		—			—			—			(1,277	)		(1,277	)
Issuance of common stock upon exercise of stock options		—		—		49,138			1		540			—			—			—			541
Cash dividends declared on preferred stock		—		—		—			—		—			(196	)		—			—			(196	)
Cash dividends declared on common stock ($0.03 per share)		—		—		—			—		—			(1,159	)		—			—			(1,159	)
Share-based compensation expense		—		—		—			—		568			—			—			—			568
Balance, December 31, 2020		10,438	$	10,438		38,618,054		$	384	$	587,165		$	191,098		$	(1,668	)	$	18,047		$	805,464

See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.

BYLINE BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)


										Additional								Accumulated Other			Total
	Preferred Stock				Common Stock					Paid-In		Retained			Treasury			Comprehensive			Stockholders’
(dollars in thousands, except share data)	Shares		Amount		Shares			Amount		Capital		Earnings			Stock			Income (Loss)			Equity
Balance, January 1, 2021		10,438	$	10,438		38,618,054		$	384	$	587,165	$	191,098		$	(1,668	)	$	18,047		$	805,464
Net income		—		—		—			—		—		21,798			—			—			21,798
Other comprehensive loss, net of tax		—		—		—			—		—		—			—			(26,394	)		(26,394	)
Issuance of common stock upon exercise of stock options		—		—		55,908			1		750		—			—			—			751
Restricted stock activity		—		—		274,739			—		—		—			(244	)		—			(244	)
Issuance of common stock in connection with employee stock purchase plan		—		—		25,894			—		515		—			—			—			515
Cash dividends declared on preferred stock		—		—		—			—		—		(196	)		—			—			(196	)
Cash dividends declared on common stock ($0.06 per share)		—		—		—			—		—		(2,315	)		—			—			(2,315	)
Repurchase of common stock		—		—		(332,744	)		—		—		—			(6,363	)		—			(6,363	)
Share-based compensation expense		—		—		—			—		779		—			—			—			779
Balance, March 31, 2021		10,438	$	10,438		38,641,851		$	385	$	589,209	$	210,385		$	(8,275	)	$	(8,347	)	$	793,795
Net income		—		—		—			—		—		28,492			—			—			28,492
Other comprehensive income, net of tax		—		—		—			—		—		—			—			8,524			8,524
Issuance of common stock upon exercise of stock options		—		—		11,031			—		135		—			—			—			135
Restricted stock activity		—		—		(19,166	)		—		—		—			(344	)		—			(344	)
Cash dividends declared on preferred stock		—		—		—			—		—		(195	)		—			—			(195	)
Cash dividends declared on common stock ($0.06 per share)		—		—		—			—		—		(2,319	)		—			—			(2,319	)
Repurchase of common stock		—		—		(538,744	)		—		—		—			(12,093	)		—			(12,093	)
Share-based compensation expense		—		—		—			—		1,078		—			—			—			1,078
Balance, June 30, 2021		10,438	$	10,438		38,094,972		$	385	$	590,422	$	236,363		$	(20,712	)	$	177		$	817,073

See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.

BYLINE BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended
	June 30,
(dollars in thousands)	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	50,290		$	12,105
Adjustments to reconcile net income to net cash from operating activities:
Provision for loan and lease losses		2,398			29,973
Impairment loss on assets held for sale		2,546			715
Depreciation and amortization of premises and equipment		3,146			3,207
Net amortization of securities		4,505			2,772
Net change in fair value of equity securities, net		(311	)		(147	)
Net gains on sales of securities available-for-sale		(1,326	)		(1,375	)
Net losses (gains) on sales and valuation adjustments of premises and equipment		(282	)		172
Net gains on sales of loans		(20,589	)		(11,229	)
Originations of U.S. government guaranteed loans		(194,507	)		(133,322	)
Proceeds from U.S. government guaranteed loans sold		240,323			127,571
Accretion of premiums and discounts on acquired loans, net		(3,363	)		(6,843	)
Net change in servicing assets		(2,641	)		1,120
Net losses on sales and valuation adjustments of other real estate owned		869			680
Net amortization of other acquisition accounting adjustments		3,563			3,748
Amortization of subordinated debt issuance cost		87			2
Accretion of junior subordinated debentures discount		231			260
Share-based compensation expense		1,857			1,343
Deferred tax provision, net of valuation		3,950			1,233
Increase in cash surrender value of bank owned life insurance		(619	)		(146	)
Loss on redemption of junior subordinated debentures		—			112
Changes in assets and liabilities:
Accrued interest receivable and other assets		(6,697	)		3,338
Accrued interest payable and other liabilities		(15,603	)		8,008
Net cash provided by operating activities		67,827			43,297
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of securities available-for-sale		(490,527	)		(469,896	)
Proceeds from maturities and calls of securities available-for-sale		25,867			111,981
Proceeds from paydowns of securities available-for-sale		198,969			99,367
Proceeds from sales of securities available-for-sale		280,962			45,417
Proceeds from maturities and calls of securities held-to-maturity		500			—
Redemption (purchases) of Federal Home Loan Bank stock, net		(1,420	)		15,895
Net change in loans and leases		(133,221	)		(609,709	)
Purchases of premises and equipment		(1,136	)		(3,401	)
Proceeds from sales of premises and equipment		296			—
Proceeds from sales of assets held for sale		2,798			—
Proceeds from sales of other real estate owned		1,500			650
Investment in bank owned life insurance		(50,000	)		—
Proceeds from bank owned life insurance death benefit		—			69
Net cash used in investing activities		(165,412	)		(809,627	)

See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.

BYLINE BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(UNAUDITED)


	Six Months Ended
	June 30,
(dollars in thousands)	2021			2020
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits	$	340,198		$	810,805
Proceeds from short-term borrowings		7,206,000			4,901,800
Repayments of short-term borrowings		(7,328,000	)		(5,387,800	)
Proceeds from Paycheck Protection Program Liquidity Facility (PPPFL) advances		196,679			449,889
Repayments of PPPLF advances		(263,929	)		—
Proceeds from subordinated notes, net		—			48,775
Repayments of junior subordinated debentures		—			(1,500	)
Net increase (decrease) in securities sold under agreements to repurchase		(11,815	)		6,887
Dividends paid on preferred stock		(391	)		(391	)
Dividends paid on common stock		(4,584	)		(2,274	)
Proceeds from issuance of common stock		1,159			1,001
Repurchases of common stock		(18,456	)		(1,668	)
Net cash provided by financing activities		116,861			825,524
NET INCREASE IN CASH AND CASH EQUIVALENTS		19,276			59,194
CASH AND CASH EQUIVALENTS, beginning of period		83,420			80,737
CASH AND CASH EQUIVALENTS, end of period	$	102,696		$	139,931
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	6,913		$	17,119
Cash paid during the period for taxes	$	11,062		$	3,309
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common dividend declared, not paid	$	50		$	1,177

See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 1—Basis of Presentation

These unaudited interim condensed consolidated financial statements include the accounts of Byline Bancorp, Inc., a Delaware corporation (the “Company,” “Byline,” “we,” “us,” “our”), a bank holding company whose principal activity is the ownership and management of its Illinois state chartered subsidiary bank, Byline Bank (the “Bank”), based in Chicago, Illinois.

These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). In preparing these financial statements, the Company has evaluated events and transactions subsequent to June 30, 2021 for potential recognition or disclosure. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. Certain information in footnote disclosures normally included in financial statements prepared in accordance with GAAP has been condensed or omitted pursuant to the rules and regulations of the SEC and the accounting standards for interim financial statements. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Consolidated Financial Statements for the years ended December 31, 2020, 2019, and 2018.

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 855, “Subsequent Events,” the Company’s management has evaluated subsequent events for potential recognition or disclosure through the date of the issuance of these condensed consolidated financial statements.

The Company has one reportable segment. The Company’s chief operating decision maker evaluates the operations of the Company using consolidated information for purposes of allocating resources and assessing performance. Therefore, segments disclosures are not required.

No subsequent events were identified that would have required a change to the condensed consolidated financial statements or disclosure in the notes to the condensed consolidated financial statements.

Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications did not result in any changes to previously reported net income or stockholders’ equity.

Note 2—Accounting Pronouncements Recently Adopted or Issued

The following reflect recent accounting pronouncements that have been adopted or are pending adoption by the Company. As the Company qualifies as an emerging growth company and has elected the extended transition period for complying with new or revised accounting pronouncements, it is not subject to new or revised accounting standards applicable to public companies during the extended transition period. The accounting pronouncements pending adoption below reflect effective dates for the Company as an emerging growth company with the extended transition period.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Adopted Accounting Pronouncement

Leases (Topic 842)— On January 1, 2021, the Company adopted ASU No. 2016-02 Leases and subsequent amendments thereto, which requires the Company to recognize most leases on the balance sheet. We adopted the standard under a modified retrospective approach as of the date of adoption and elected to apply several of the available practical expedients, including:

•

Carry over of historical lease determination and lease classification conclusions

•

Carry over of historical initial direct cost balances for existing leases

•

Option not to recognize right-of-use assets and lease liabilities that arise from short-term leases (i.e. lease terms of twelve months or less)

•

Use of hindsight in determining the lease term and right-of-use assets

•

Accounting for lease and non-lease components in contracts in which the Company is a lessee as a single lease component

Adoption of the leasing standard resulted in the recognition of operating right-of-use assets of $10.5 million and operating lease liabilities of $11.7 million as of January 1, 2021. These amounts were determined based on the present value of remaining minimum lease payments, discounted using the Company’s incremental borrowing rate as of the date of adoption. This guidance also applies to the Company’s investment in direct financing leases, which are included in loans, but did not have a material impact. There was no material impact to the timing of expense or income recognition in the Company’s Consolidated Statements of Operations. Prior periods were not restated and continue to be presented under legacy GAAP. Refer to Note 8—Leases for further details.

Issued Accounting Pronouncements Pending Adoption

Financial Instruments—Credit Losses (Topic 326)—In June 2016, FASB issued ASU No. 2016‑13, Measurement of Credit Losses on Financial Instruments. Current GAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this ASU require a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The measurement of expected credit losses will be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The amendments in this ASU broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more useful to users of the financial statements. In November 2019, FASB issued ASU No. 2019-10, Effective Dates, which delays the effective date of the ASU for entities not classified as a public business entity. Assuming the Company remains an emerging growth company, the new authoritative guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is in the process of implementation and determining the impact that this ASU will have on the Company’s Consolidated Financial Statements.

Income Taxes (Topic 740)—In December 2019, FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. The amendments in the ASU simplify the accounting for income taxes by removing the following: the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items; the exception to the requirement to or not to recognize a deferred tax liability for a foreign entity when it becomes an equity method investment or it becomes a subsidiary, respectively; and the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments in the ASU changes current authoritative guidance by requiring the recognition of franchise tax that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax; requiring an evaluation when a step up in the tax basis of goodwill should be considered part the of business combination;

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

specifying that it is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements; and requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. Early adoption is permitted. Assuming the Company remains an emerging growth company, the new authoritative guidance will be effective for reporting periods after January 1, 2022. The Company is currently evaluating the provisions of ASU No. 2019-12 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements.

Reference Rate Reform (Topic 848)—In March 2020, FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting and in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform. The amendments in the ASU provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in the ASU provide optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The ASU is intended to help stakeholders during the global market-wide reference rate transition period. The amendments in the ASU will be in effect for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of reference rate reform to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements.

Note 3—Securities

The following tables summarize the amortized cost and fair values of securities available-for-sale and securities held-to-maturity as of the dates shown and the corresponding amounts of gross unrealized gains and losses:


June 30, 2021	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available-for-sale
U.S. Treasury Notes	$	13,481	$	158	$	—		$	13,639
U.S. Government agencies		130,724		1,326		(1,340	)		130,710
Obligations of states, municipalities, and political subdivisions		101,695		4,503		(108	)		106,090
Residential mortgage-backed securities
Agency		828,898		3,800		(9,506	)		823,192
Non-agency		60,718		302		(550	)		60,470
Commercial mortgage-backed securities
Agency		254,073		4,352		(2,261	)		256,164
Corporate securities		62,977		2,287		(19	)		65,245
Asset-backed securities		40,201		81		(3	)		40,279
Total	$	1,492,767	$	16,809	$	(13,787	)	$	1,495,789


June 30, 2021	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Held-to-maturity
Obligations of states, municipalities, and political subdivisions	$	3,890	$	157	$	—	$	4,047
Total	$	3,890	$	157	$	—	$	4,047

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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


December 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available-for-sale
U.S. Treasury Notes	$	23,468	$	344	$	—		$	23,812
U.S. Government agencies		113,088		600		(137	)		113,551
Obligations of states, municipalities, and political subdivisions		135,513		6,991		(85	)		142,419
Residential mortgage-backed securities
Agency		764,951		13,645		(205	)		778,391
Non-agency		32,654		332		(5	)		32,981
Commercial mortgage-backed securities
Agency		244,496		6,046		(390	)		250,152
Corporate securities		59,020		1,850		(102	)		60,768
Asset-backed securities		45,255		26		(125	)		45,156
Total	$	1,418,445	$	29,834	$	(1,049	)	$	1,447,230


December 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Held-to-maturity
Obligations of states, municipalities, and political subdivisions	$	4,395	$	178	$	—	$	4,573
Total	$	4,395	$	178	$	—	$	4,573

The Company did not classify securities as trading during the six months ended June 30, 2021 or during 2020.

Gross unrealized losses and fair values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of June 30, 2021 and December 31, 2020, are summarized as follows:


			Less than 12 Months					12 Months or Longer					Total
June 30, 2021	# of Securities		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Available-for-sale
U.S. Government agencies		9	$	83,660	$	(1,340	)	$	—	$	—		$	83,660	$	(1,340	)
Obligations of states, municipalities and political subdivisions		4		4,076		(108	)		—		—			4,076		(108	)
Residential mortgage-backed securities
Agency		48		602,898		(9,487	)		2,058		(19	)		604,956		(9,506	)
Non-agency		4		27,077		(550	)		—		—			27,077		(550	)
Commercial mortgage-backed securities
Agency		15		92,039		(2,261	)		—		—			92,039		(2,261	)
Corporate securities		1		1,981		(19	)		—		—			1,981		(19	)
Other securities		2		7,996		(3	)		—		—			7,996		(3	)
Total		83	$	819,727	$	(13,768	)	$	2,058	$	(19	)	$	821,785	$	(13,787	)

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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


			Less than 12 Months					12 Months or Longer					Total
December 31, 2020	# of Securities		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Available-for-sale
U.S. Government agencies		5	$	30,639	$	(137	)	$	—	$	—		$	30,639	$	(137	)
Obligations of states, municipalities and political subdivisions		2		210		(85	)		—		—			210		(85	)
Residential mortgage-backed securities
Agency		8		45,253		(198	)		472		(7	)		45,725		(205	)
Non-agency		2		3,963		(5	)		—		—			3,963		(5	)
Commercial mortgage-backed securities
Agency		8		55,554		(390	)		—		—			55,554		(390	)
Corporate securities		6		10,916		(102	)		—		—			10,916		(102	)
Asset-backed securities		6		24,436		(99	)		4,952		(26	)		29,388		(125	)
Total		37	$	170,971	$	(1,016	)	$	5,424	$	(33	)	$	176,395	$	(1,049	)

Certain securities have fair values less than amortized cost and, therefore, contain unrealized losses. The Company evaluated the securities that had an unrealized loss for other than temporary impairment and determined all declines in value to be temporary. There were 83 securities available-for-sale with unrealized losses at June 30, 2021. There were no securities held-to-maturity with unrealized losses at June 30, 2021. The Company anticipates full recovery of amortized cost with respect to these securities by maturity, or sooner, in the event of a more favorable market interest rate environment. The Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost basis, which may be at maturity.

The proceeds from all sales of securities available-for-sale, and the associated gains and losses, for the three and six months ended June 30, 2021 and 2020 are listed below:


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Proceeds	$	97,549	$	—	$	186,850	$	45,417
Gross gains		769		—		2,395		1,457
Gross losses		905		—		1,069		82

There were $136,000 in net losses and $1.3 million in net gains reclassified from accumulated other comprehensive income into earnings for the three and six months ended June 30, 2021, respectively. There were no gains or losses and $1.4 million in net gains reclassified from accumulated other comprehensive income into earnings for the three and six months ended June 30, 2020, respectively.

Securities posted as collateral were $362.9 million and $731.8 million at June 30, 2021 and December 31, 2020, respectively, of which carrying amounts of $362.9 million and $323.9 million were pledged at June 30, 2021 and December 31, 2020, respectively. At June 30, 2021 and December 31, 2020, of those pledged, the carrying amounts of securities pledged as collateral for public fund deposits were $302.3 million and $245.1 million, respectively, and for customer repurchase agreements of $44.4 million and $64.1 million, respectively. At June 30, 2021 and December 31, 2020, there were no securities pledged for advances from the Federal Home Loan Bank. Other securities were pledged for derivative positions, letters of credit and for purposes required or permitted by law. At June 30, 2021 and December 31, 2020, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

At June 30, 2021, the amortized cost and fair value of debt securities are shown by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.


	Amortized Cost		Fair Value
Available-for-sale
Due in one year or less	$	28,710	$	29,062
Due from one to five years		27,097		28,195
Due from five to ten years		202,951		206,348
Due after ten years		90,320		92,358
Mortgage-backed securities		1,143,689		1,139,826
Total	$	1,492,767	$	1,495,789
Held-to-maturity
Due from one to five years		3,890		4,047
Total	$	3,890	$	4,047

Note 4—Loan and Lease Receivables

Outstanding loan and lease receivables as of the dates shown were categorized as follows:


	June 30,			December 31,
	2021			2020
Commercial real estate	$	1,500,320		$	1,416,731
Residential real estate		521,699			569,387
Construction, land development, and other land		275,896			231,602
Commercial and industrial		1,414,736			1,372,452
Paycheck Protection Program ("PPP")		488,169			527,044
Installment and other		1,432			1,942
Lease financing receivables		272,511			223,295
Total loans and leases		4,474,763			4,342,453
Net unamortized deferred fees and costs		(9,182	)		(5,764	)
Initial direct costs		3,876			3,846
Allowance for loan and lease losses		(61,719	)		(66,347	)
Net loans and leases	$	4,407,738		$	4,274,188


	June 30,			December 31,
	2021			2020
Lease financing receivables
Net minimum lease payments	$	277,105		$	234,472
Unguaranteed residual values		17,433			8,690
Unearned income		(22,027	)		(19,867	)
Total lease financing receivables		272,511			223,295
Initial direct costs		3,876			3,846
Lease financial receivables before allowance for lease losses	$	276,387		$	227,141

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Total loans and leases consist of originated loans and leases, acquired impaired loans and acquired non-impaired loans and leases. At June 30, 2021 and December 31, 2020, total loans and leases included the guaranteed amount of U.S. government guaranteed loans of $598.8 million and $635.0 million, respectively. At June 30, 2021 and December 31, 2020, the discount on the unguaranteed portion of U.S. government guaranteed loans was $28.9 million and $28.3 million, respectively, which are included in total loans and leases. At June 30, 2021 and December 31, 2020, installment and other loans included overdraft deposits of $160,000 and $496,000, respectively, which were reclassified as loans. At June 30, 2021 and December 31, 2020, loans and leases and loans held for sale pledged as security for borrowings were $2.1 billion and $2.3 billion, respectively.

The minimum annual lease payments for lease financing receivables as of June 30, 2021 are summarized as follows:


	Minimum Lease Payments
2021	$	50,515
2022		87,321
2023		65,120
2024		42,296
2025		25,208
Thereafter		6,645
Total	$	277,105

Originated loans and leases represent originations excluding loans initially acquired in a business combination. However, once an acquired non-impaired loan reaches its maturity date, and is re-underwritten and renewed, it is internally classified as an originated loan. Acquired impaired loans are loans acquired from a business combination with evidence of credit quality deterioration and are accounted for under ASC Topic 310-30. Acquired non-impaired loans and leases represent loans and leases acquired from a business combination without more than insignificant evidence of credit quality deterioration and are accounted for under ASC Topic 310-20. Acquired leases and revolving loans having evidence of credit quality deterioration do not qualify to be accounted for as acquired impaired loans and are accounted for under ASC Topic 310-20. The following tables summarize the balances for each respective loan and lease category as of June 30, 2021 and December 31, 2020:


June 30, 2021	Originated		Acquired Impaired		Acquired Non-Impaired		Total
Commercial real estate	$	1,156,824	$	91,313	$	254,739	$	1,502,876
Residential real estate		389,758		67,401		65,119		522,278
Construction, land development, and other land		271,710		2,008		208		273,926
Commercial and industrial		1,350,471		7,444		58,320		1,416,235
Paycheck Protection Program		476,282		—		—		476,282
Installment and other		982		180		311		1,473
Lease financing receivables		267,300		—		9,087		276,387
Total loans and leases	$	3,913,327	$	168,346	$	387,784	$	4,469,457

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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


December 31, 2020	Originated		Acquired Impaired		Acquired Non-Impaired		Total
Commercial real estate	$	1,017,587	$	108,484	$	295,599	$	1,421,670
Residential real estate		414,220		78,840		79,211		572,271
Construction, land development, and other land		226,408		4,113		212		230,733
Commercial and industrial		1,276,527		10,178		82,195		1,368,900
Paycheck Protection Program		517,815		—		—		517,815
Installment and other		1,267		202		536		2,005
Lease financing receivables		214,636		—		12,505		227,141
Total loans and leases	$	3,668,460	$	201,817	$	470,258	$	4,340,535

Acquired impaired loans—The unpaid principal balance and carrying amount of all acquired impaired loans are summarized below. The balances do not include an allowance for loan and lease losses of $3.9 million and $6.5 million, at June 30, 2021 and December 31, 2020, respectively.


	June 30, 2021				December 31, 2020
	Unpaid Principal Balance		Carrying Value		Unpaid Principal Balance		Carrying Value
Commercial real estate	$	133,872	$	91,313	$	154,233	$	108,484
Residential real estate		114,377		67,401		126,086		78,840
Construction, land development, and other land		9,556		2,008		12,677		4,113
Commercial and industrial		12,541		7,444		15,925		10,178
Installment and other		879		180		917		202
Total acquired impaired loans	$	271,225	$	168,346	$	309,838	$	201,817

The following table summarizes the changes in accretable yield for acquired impaired loans for the three and six months ended June 30, 2021 and 2020:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Beginning balance	$	25,262		$	37,037		$	27,696		$	40,009
Accretion to interest income		(3,109	)		(4,452	)		(6,816	)		(9,657	)
Reclassification from nonaccretable difference, net		2,321			(717	)		3,594			1,516
Ending balance	$	24,474		$	31,868		$	24,474		$	31,868

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Acquired non-impaired loans and leases— The unpaid principal balance and carrying value for acquired non-impaired loans and leases at June 30, 2021 and December 31, 2020 were as follows:


	June 30, 2021				December 31, 2020
	Unpaid Principal Balance		Carrying Value		Unpaid Principal Balance		Carrying Value
Commercial real estate	$	260,254	$	254,739	$	302,091	$	295,599
Residential real estate		65,815		65,119		80,104		79,211
Construction, land development, and other land		274		208		278		212
Commercial and industrial		60,471		58,320		84,608		82,195
Installment and other		322		311		553		536
Lease financing receivables		10,367		9,087		13,978		12,505
Total acquired non-impaired loans and leases	$	397,503	$	387,784	$	481,612	$	470,258

Note 5—Allowance for Loan and Lease Losses and Reserve for Unfunded Commitments

Loans and leases considered for inclusion in the allowance for loan and lease losses include acquired non-impaired loans and leases, those acquired impaired loans with credit deterioration after acquisition, and originated loans and leases. Although all acquired loans and leases are included in the following table, only those with credit deterioration subsequent to acquisition date are included in the allowance for loan and lease losses.

The following tables summarize the balance and activity within the allowance for loan and lease losses, the components of the allowance for loan and lease losses in terms of loans and leases individually and collectively evaluated for impairment, and corresponding loan and lease balances by type for the three and six months ended June 30, 2021 and 2020 are as follows:


June 30, 2021	Commercial Real Estate			Residential Real Estate			Construction, Land Development, and Other Land			Commercial and Industrial			Paycheck Protection Program		Installment and Other			Lease Financing Receivables			Total
Allowance for loan and lease losses
Three months ended
Beginning balance	$	20,498		$	2,091		$	785		$	40,302		$	—	$	12		$	1,902		$	65,590
Provisions (release)		(823	)		(730	)		(166	)		(502	)		—		(3	)		255			(1,969	)
Charge-offs		(202	)		—			—			(1,829	)		—		—			(385	)		(2,416	)
Recoveries		68			3			—			313			—		—			130			514
Ending balance	$	19,541		$	1,364		$	619		$	38,284		$	—	$	9		$	1,902		$	61,719
Six months ended
Beginning balance	$	19,584		$	2,400		$	1,352		$	41,183		$	—	$	15		$	1,813		$	66,347
Provisions (release)		1,783			(1,032	)		(407	)		1,444			—		(6	)		616			2,398
Charge-offs		(2,080	)		(11	)		(326	)		(4,716	)		—		—			(749	)		(7,882	)
Recoveries		254			7			—			373			—		—			222			856
Ending balance	$	19,541		$	1,364		$	619		$	38,284		$	—	$	9		$	1,902		$	61,719
Ending balance:
Individually evaluated for impairment	$	7,607		$	52		$	—		$	17,931		$	—	$	—		$	—		$	25,590
Collectively evaluated for impairment		9,743			978			611			19,016			—		9			1,902			32,259
Loans acquired with deteriorated credit quality		2,191			334			8			1,337			—		—			—			3,870
Total allowance for loan and lease losses	$	19,541		$	1,364		$	619		$	38,284		$	—	$	9		$	1,902		$	61,719

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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


June 30, 2021	Commercial Real Estate		Residential Real Estate		Construction, Land Development, and Other Land		Commercial and Industrial		Paycheck Protection Program		Installment and Other		Lease Financing Receivables		Total
Loans and leases ending balance:
Individually evaluated for impairment	$	54,182	$	1,421	$	—	$	39,516	$	—	$	—	$	—	$	95,119
Collectively evaluated for impairment		1,357,381		453,456		271,918		1,369,275		476,282		1,293		276,387		4,205,992
Loans acquired with deteriorated credit quality		91,313		67,401		2,008		7,444		—		180		—		168,346
Total loans and leases	$	1,502,876	$	522,278	$	273,926	$	1,416,235	$	476,282	$	1,473	$	276,387	$	4,469,457


June 30, 2020	Commercial Real Estate			Residential Real Estate			Construction, Land Development, and Other Land		Commercial and Industrial			Paycheck Protection Program		Installment and Other			Lease Financing Receivables			Total
Allowance for loan and lease losses
Three months ended
Beginning balance	$	11,851		$	2,778		$	1,004	$	24,139		$	—	$	53		$	2,015		$	41,840
Provisions (release)		3,306			956			487		10,695			—		(17	)		91			15,518
Charge-offs		(1,088	)		(4	)		—		(4,845	)		—		—			(561	)		(6,498	)
Recoveries		41			11			—		119			—		—			269			440
Ending balance	$	14,110		$	3,741		$	1,491	$	30,108		$	—	$	36		$	1,814		$	51,300
Six months ended
Beginning balance	$	7,965		$	1,990		$	610	$	19,377		$	—	$	50		$	1,944		$	31,936
Provisions (release)		7,728			1,740			881		19,241			—		(14	)		397			29,973
Charge-offs		(1,640	)		(9	)		—		(8,803	)		—		—			(1,018	)		(11,470	)
Recoveries		57			20			—		293			—		—			491			861
Ending balance	$	14,110		$	3,741		$	1,491	$	30,108		$	—	$	36		$	1,814		$	51,300
Ending balance:
Individually evaluated for impairment	$	3,525		$	80		$	—	$	10,409		$	—	$	—		$	—		$	14,014
Collectively evaluated for impairment		8,576			2,898			1,404		17,822			—		36			1,814			32,550
Loans acquired with deteriorated credit quality		2,009			763			87		1,877			—		—			—			4,736
Total allowance for loan and lease losses	$	14,110		$	3,741		$	1,491	$	30,108		$	—	$	36		$	1,814		$	51,300


June 30, 2020	Commercial Real Estate		Residential Real Estate		Construction, Land Development, and Other Land		Commercial and Industrial		Paycheck Protection Program		Installment and Other		Lease Financing Receivables		Total
Loans and leases ending balance:
Individually evaluated for impairment	$	36,751	$	1,805	$	4,189	$	35,545	$	—	$	—	$	—	$	78,290
Collectively evaluated for impairment		1,187,800		578,175		237,030		1,282,119		611,664		3,532		176,828		4,077,148
Loans acquired with deteriorated credit quality		126,405		90,784		4,784		13,485		—		226		—		235,684
Total loans and leases	$	1,350,956	$	670,764	$	246,003	$	1,331,149	$	611,664	$	3,758	$	176,828	$	4,391,122

The Company decreased the allowance for loan and lease losses by $3.9 million and $4.6 million for the three and six months ended June 30, 2021, respectively, and increased it by $9.5 million and $19.4 million for the three and six months ended June 30, 2020, respectively. For acquired impaired loans, the Company decreased the allowance for loan and lease losses by $285,000 and $2.6 million for the three and six months ended June 30, 2021, respectively, and increased the allowance for loan and lease losses by $434,000 and $2.0 million for the three and six months ended June 30, 2020, respectively.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

For loans individually evaluated for impairment, the Company decreased the allowance for loan and lease losses by $744,000 and increased it by $1.6 million for the three and six months ended June 30, 2021 respectively, and by $579,000 and $3.3 million for the three and six months ended June 30, 2020, respectively. For loans collectively evaluated for impairment, the Company decreased the allowance for loan and lease losses by $2.8 million and $3.7 million for the three and six months ended June 30, 2021, and increased the allowance for loan and lease losses by $8.4 million and $14.1 million for the three and six months ended June 30, 2020, respectively.

An allowance for loan and lease loss allocation has not been made for Paycheck Protection Program (“PPP”) loans as the loans have a 100% Small Business Association ("SBA") guarantee. On a quarterly basis, the Company assesses the collectability of its government guarantee using historical experience.

The following tables summarize the recorded investment, unpaid principal balance, and related allowance for loans and leases considered impaired as of June 30, 2021 and December 31, 2020, which exclude acquired impaired loans. For purposes of these tables, the unpaid principal balance represents the outstanding contractual balance. Impaired loans include loans that are individually evaluated for impairment as well as troubled debt restructurings for all loan categories. The sum of non-accrual loans and loans past due 90 days still on accrual will differ from the total impaired loan amount.


June 30, 2021	Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded
Commercial real estate	$	24,732	$	26,570	$	—
Residential real estate		1,271		1,384		—
Commercial and industrial		12,995		16,090		—
With an allowance recorded
Commercial real estate		29,450		31,353		7,607
Residential real estate		150		152		52
Commercial and industrial		26,521		29,008		17,931
Total impaired loans	$	95,119	$	104,557	$	25,590


December 31, 2020	Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded
Commercial real estate	$	32,473	$	34,792	$	—
Residential real estate		1,558		1,644		—
Commercial and industrial		17,944		19,917		—
With an allowance recorded
Commercial real estate		13,696		14,919		5,034
Residential real estate		272		274		78
Commercial and industrial		29,412		32,018		18,848
Total impaired loans	$	95,355	$	103,564	$	23,960

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following tables summarize the average recorded investment and interest income recognized for loans and leases considered impaired, which excludes acquired impaired loans, for the six months ended:


June 30, 2021	Average Recorded Investment		Interest Income Recognized
With no related allowance recorded
Commercial real estate	$	30,770	$	616
Residential real estate		2,247		29
Commercial and industrial		17,868		296
With an allowance recorded
Commercial real estate		25,940		553
Residential real estate		245		2
Commercial and industrial		30,227		991
Total impaired loans	$	107,297	$	2,487


June 30, 2020	Average Recorded Investment		Interest Income Recognized
With no related allowance recorded
Commercial real estate	$	20,544	$	555
Residential real estate		1,398		15
Construction, land development, and other land		3,094		220
Commercial and industrial		16,651		262
With an allowance recorded
Commercial real estate		13,402		339
Residential real estate		512		21
Commercial and industrial		22,948		746
Total impaired loans	$	78,549	$	2,158

The following tables summarize the risk rating categories of the loans and leases considered for inclusion in the allowance for loan and lease losses calculation, excluding acquired impaired loans, as of June 30, 2021 and December 31, 2020:


June 30, 2021	Commercial Real Estate		Residential Real Estate		Construction, Land Development, and Other Land		Commercial and Industrial		Paycheck Protection Program		Installment and Other		Lease Financing Receivables		Total
Pass	$	1,159,888	$	431,503	$	235,336	$	1,136,869	$	476,282	$	1,205	$	272,949	$	3,714,032
Watch		149,105		16,281		29,144		192,552		—		88		42		387,212
Special Mention		48,466		4,670		7,438		38,526		—		—		2,280		101,380
Substandard		54,104		2,423		—		40,844		—		—		701		98,072
Doubtful		—		—		—		—		—		—		415		415
Loss		—		—		—		—		—		—				—
Total	$	1,411,563	$	454,877	$	271,918	$	1,408,791	$	476,282	$	1,293	$	276,387	$	4,301,111


December 31, 2020	Commercial Real Estate		Residential Real Estate		Construction, Land Development, and Other Land		Commercial and Industrial		Paycheck Protection Program		Installment and Other		Lease Financing Receivables		Total
Pass	$	1,064,623	$	463,103	$	180,458	$	1,027,399	$	517,815	$	1,706	$	222,818	$	3,477,922
Watch		134,381		22,086		46,162		225,930		—		96		47		428,702
Special Mention		60,022		3,795		—		56,784		—		—		2,721		123,322
Substandard		54,160		4,447		—		48,609		—		1		955		108,172
Doubtful		—		—		—		—		—		—		600		600
Loss		—		—		—		—		—		—		—		—
Total	$	1,313,186	$	493,431	$	226,620	$	1,358,722	$	517,815	$	1,803	$	227,141	$	4,138,718

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following tables summarize contractual delinquency information for acquired non-impaired and originated loans and leases by category at June 30, 2021 and December 31, 2020:


June 30, 2021	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days and Accruing		Non- accrual		Total Past Due		Current		Total
Commercial real estate	$	5,025	$	128	$	—	$	17,363	$	22,516	$	1,389,047	$	1,411,563
Residential real estate		2,547		1,191		—		1,943		5,681		449,196		454,877
Construction, land development, and other land		—		—		—		—		—		271,918		271,918
Commercial and industrial		1,791		250		—		15,208		17,249		1,391,542		1,408,791
Paycheck Protection Program		—		—		—		—		—		476,282		476,282
Installment and other		—		—		—		—		—		1,293		1,293
Lease financing receivables		748		115		—		1,000		1,863		274,524		276,387
Total	$	10,111	$	1,684	$	—	$	35,514	$	47,309	$	4,253,802	$	4,301,111


December 31, 2020	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days and Accruing		Non- accrual		Total Past Due		Current		Total
Commercial real estate	$	1,544	$	4,194	$	—	$	15,969	$	21,707	$	1,291,479	$	1,313,186
Residential real estate		1,686		—		—		1,929		3,615		489,816		493,431
Construction, land development, and other land		—		—		—		—		—		226,620		226,620
Commercial and industrial		4,521		1,290		—		21,936		27,747		1,330,975		1,358,722
Paycheck Protection Program												517,815		517,815
Installment and other		6		—		—		1		7		1,796		1,803
Lease financing receivables		996		376		—		1,268		2,640		224,501		227,141
Total	$	8,753	$	5,860	$	—	$	41,103	$	55,716	$	4,083,002	$	4,138,718

Trouble debt restructurings (“TDRs”) are granted due to borrower financial difficulty and provide for a modification of loan repayment terms. TDRs are treated in the same manner as impaired loans for purposes of calculating the allowance for loan and lease losses. The tables below present TDRs by loan category as of June 30, 2021 and December 31, 2020:


June 30, 2021	Number of Loans		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Charge-offs		Specific Reserves
Accruing:
Commercial real estate		8	$	2,148	$	2,148	$	—	$	209
Commercial and industrial		1		68		68		—		115
Residential real estate		2		179		179		—		—
Total accruing		11		2,395		2,395		—		324
Non-accruing:
Commercial real estate		4		1,912		1,796		116		429
Commercial and industrial		7		3,305		2,645		660		1,288
Total non-accruing		11		5,217		4,441		776		1,717
Total troubled debt restructurings		22	$	7,612	$	6,836	$	776	$	2,041

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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


December 31, 2020	Number of Loans		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Charge-offs		Specific Reserves
Accruing:
Commercial real estate		8	$	2,187	$	2,187	$	—	$	104
Commercial and industrial		1		78		78		—		78
Residential real estate		3		230		230		—		—
Total accruing		12		2,495		2,495		—		182
Non-accruing:
Commercial real estate		4		1,609		1,362		247		102
Commercial and industrial		14		4,420		4,288		132		3,157
Total non-accruing		18		6,029		5,650		379		3,259
Total troubled debt restructurings		30	$	8,524	$	8,145	$	379	$	3,441

In addition, there was no commitment outstanding on troubled debt restructurings at June 30, 2021 or December 31, 2020.

Loans modified as troubled debt restructurings that occurred during the three and six months ended June 30, 2021 and 2020 were:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Accruing:
Beginning balance	$	2,719		$	1,725		$	2,495		$	1,771
Additions		—			—			281			—
Net payments		(324	)		(30	)		(381	)		(76	)
Net transfers from non-accrual		—			1,456			—			1,456
Ending balance		2,395			3,151			2,395			3,151
Non-accruing:
Beginning balance		5,585			12,117			5,650			8,800
Additions		—			1,375			673			5,633
Net payments		(641	)		(445	)		(984	)		(1,386	)
Charge-offs		(503	)		(4,142	)		(898	)		(4,142	)
Net transfers to accrual		—			(1,456	)		—			(1,456	)
Ending balance		4,441			7,449			4,441			7,449
Total troubled debt restructurings	$	6,836		$	10,600		$	6,836		$	10,600

There were no troubled debt restructurings that subsequently defaulted within twelve months of the restructure date during the three and six months ended June 30, 2021.

At June 30, 2021 and December 31, 2020, the reserve for unfunded commitments was $1.6 million and $1.9 million, respectively. During the three and six months ended June 30, 2021, there was a release for unfunded commitments of $163,000 and $283,000, respectively. During the three and six months ended June 30, 2020, the provision for unfunded commitments was $492,000 and $691,000, respectively. There were no charge-offs or recoveries related to the reserve for unfunded commitments during the periods.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 6—Servicing Assets

Activity for servicing assets and the related changes in fair value for the three and six months ended June 30, 2021 and 2020 was as follows:


	Three Months Ended June 30,					Six Months Ended June 30,
	2021		2020			2021			2020
Beginning balance	$	22,140	$	17,800		$	22,042		$	19,471
Additions, net		2,536		1,262			4,139			2,655
Changes in fair value		7		(711	)		(1,498	)		(3,775	)
Ending balance	$	24,683	$	18,351		$	24,683		$	18,351

Loans serviced for others are not included in the Consolidated Statements of Financial Condition. The unpaid principal balances of these loans serviced for others as of June 30, 2021 and December 31, 2020 were as follows:


	June 30,		December 31,
	2021		2020
Loan portfolios serviced for:
SBA guaranteed loans	$	1,484,630	$	1,395,713
USDA guaranteed loans		149,574		135,543
Total	$	1,634,204	$	1,531,256

Loan servicing revenue totaled $3.2 million and $3.0 million for each of the three months ended June 30, 2021 and 2020, respectively. Loan servicing revenue totaled $6.0 million and $5.7 million for each of the six months ended June 30, 2021 and 2020, respectively. Loan servicing asset revaluation, which represents the changes in fair value of servicing assets, resulted in a upward valuation adjustment of $7,000 and a downward valuation adjustment of $711,000 for three months ended June 30, 2021 and 2020, respectively. Loan servicing asset revaluations resulted in downward valuation adjustments of $1.5 million and $3.8 million for the six months ended June 30, 2021 and 2020, respectively.

The fair value of servicing rights is highly sensitive to changes in underlying assumptions. Changes in secondary market premiums and prepayment speed assumptions have the most significant impact on the fair value of servicing rights.

Generally, as interest rates rise on variable rate loans, loan prepayments increase due to an increase in refinance activity, which may result in a decrease in the fair value of servicing assets. Measurement of fair value is limited to the conditions existing and the assumptions used as of a particular point in time, and those assumptions may change over time. Refer to Note 15—Fair Value Measurement for further details.

Note 7—Other Real Estate Owned

The following table presents the change in other real estate owned (“OREO”) for the three and six months ended June 30, 2021 and 2020:


	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Beginning balance	$	5,952		$	9,273		$	6,350		$	9,896
Net additions to OREO		—			64			436			86
Proceeds from sales of OREO		(1,130	)		(386	)		(1,500	)		(650	)
Gains (losses) on sales of OREO		(9	)		3			19			85
Valuation adjustments		(396	)		(302	)		(888	)		(765	)
Ending balance	$	4,417		$	8,652		$	4,417		$	8,652

At June 30, 2021 and December 31, 2020, the balance of real estate owned included no foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

At June 30, 2021 and December 31, 2020, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process was $3.2 million and $3.3 million, respectively.

There were no internally financed sales of OREO for the three and six months ended June 30, 2021 or 2020.

Note 8—Leases

The Company enters into leases in the normal course of business primarily for its banking facilities and branches. The Company’s operating leases have varying maturity dates through year end 2042, some of which include renewal or termination options to extend the lease. In addition, the Company leases or subleases real estate to third parties. The Company includes lease extension and termination options in the lease term if, after considering relevant economic factors, it is reasonably certain the Company will exercise the option. In addition, the Company has elected to account for any non-lease components in its real estate leases as part of the associated lease component. The Company has also elected not to recognize leases with original lease terms of 12 months or less (short-term leases) on the Company’s balance sheet.

Leases are classified at the lease commencement date. Lease expense for operating leases and short-term leases is recognized on a straight-line basis over the lease term. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

The following table summarizes the amount and balance sheet line item for our operating lease right-of-use asset and liability as of June 30, 2021:


	Balance Sheet Line Item	June 30, 2021
Operating lease right-of-use asset	Accrued interest receivable and other assets	$	12,511
Operating lease liability	Accrued interest payable and other liabilities		14,916

The Company uses its incremental borrowing rate at lease commencement to calculate the present value of lease payments when the rate implicit in a lease is not known. The Company’s incremental borrowing rate is based on the FHLB regular advance rate, adjusted for the lease term and other factors. At June 30, 2021, the weighted-average discount rate of operating leases was 0.83% and the weighted average remaining life of operating leases was 6.0 years.

The future minimum lease payments for operating leases, subsequent to June 30, 2021, as recorded on the balance sheet, are summarized as follows:


	Operating Lease Commitments
2021	$	2,390
2022		3,791
2023		2,450
2024		2,233
2025		1,544
Thereafter		3,147
Total undiscounted lease payments		15,555
Less: imputed interest		(639	)
Net lease liabilities	$	14,916

The Company’s rental expenses for the three months ended June 30, 2021 and 2020 were $1.3 million and $1.6 million, respectively. The Company’s rental expenses for the six months ended June 30, 2021 and 2020 were $2.7 million and $3.3 million, respectively. For the three months ended June 30, 2021 and 2020, the Company received $158,000 and $182,000, respectively, in sublease income. For the six months ended June 30, 2021 and 2020, the Company received $313,000 and $365,000, respectively, in sublease income. The total amount of minimum rentals to be received in the future on these subleases is approximately $691,000, and the leases have contractual lives extending through 2025. In addition to the above required lease payments, the Company has contractual obligations related primarily to information technology contracts and other maintenance contracts.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 9—Goodwill, Core Deposit Intangible and Other Intangible Assets

The following tables summarize the changes in the Company’s goodwill, core deposit intangible assets, and customer relationship intangible assets for the three and six months ended June 30, 2021 and 2020:


	For the Three Months Ended June 30,
	2021								2020
	Goodwill		Core Deposit Intangible			Customer Relationship Intangible			Goodwill		Core Deposit Intangible			Customer Relationship Intangible
Beginning balance	$	148,353	$	20,126		$	2,403		$	148,353	$	27,285		$	2,724
Amortization		—		(1,780	)		(68	)		—		(1,826	)		(66	)
Ending balance	$	148,353	$	18,346		$	2,335		$	148,353	$	25,459		$	2,658
Accumulated amortization	N/A		$	37,120		$	881		N/A		$	30,007		$	558
Weighted average remaining amortization period	N/A		5.2 Years			8.8 Years			N/A		6.0 Years			9.9 Years


	Six Months Ended June 30,
	2021								2020
	Goodwill		Core Deposit Intangible			Customer Relationship Intangible			Goodwill		Core Deposit Intangible			Customer Relationship Intangible
Beginning balance	$	148,353	$	21,809		$	2,469		$	148,353	$	29,111		$	2,791
Amortization		—		(3,463	)		(134	)		—		(3,652	)		(133	)
Ending balance	$	148,353	$	18,346		$	2,335		$	148,353	$	25,459		$	2,658
Accumulated amortization	N/A		$	37,120		$	881		N/A		$	30,007		$	558
Weighted average remaining amortization period	N/A		5.2 Years			8.8 Years			N/A		6.0 Years			9.9 Years

The following table presents the estimated amortization expense for core deposit intangible and customer relationship intangible assets remaining at June 30, 2021:


	Estimated Amortization
2021	$	3,476
2022		6,386
2023		4,336
2024		2,286
2025		1,721
Thereafter		2,476
Total	$	20,681

Note 10—Income Taxes

The Company uses an estimated annual effective tax rate method in computing its interim tax provision. This effective tax rate is based on forecasted annual pre-tax income, permanent tax differences and statutory tax rates.

The effective tax rate for the six months ended June 30, 2021 and 2020 was 25.3% and 28.3%, respectively. The Company recorded discrete income tax benefit of $72,000 and a provision of $76,000 related to the exercise of stock options and vesting of restricted shares for the six months ended June 30, 2021 and 2020, respectively.

Net deferred tax assets increased to $43.1 million at June 30, 2021 compared to $40.2 million at December 31, 2020. The net increase in the total net deferred tax assets recorded as of June 30, 2021 was primarily a result of unrealized losses on available-for-sale securities.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

During the second quarter 2021, Illinois Senate Bill 2017 was passed which created a temporary limitation on Net Loss Deduction ("NLD") usage. For tax years 2021, 2022, and 2023, C Corporations are limited to applying a maximum of $100,000 of NLD to taxable income. NLDs that are limited during these years have an extended expiration date for the years in which they are limited. The extended expiration of the Company’s NLD carryforwards are from December 31, 2026 to April 30, 2034.

Note 11—Deposits

The composition of deposits was as follows as of June 30, 2021 and December 31, 2020:


	June 30,		December 31,
	2021		2020
Non-interest-bearing demand deposits	$	2,089,455	$	1,762,676
Interest-bearing checking accounts		653,558		494,424
Money market demand accounts		1,023,675		1,142,709
Other savings		613,136		564,700
Time deposits (below $250,000)		567,469		600,810
Time deposits ($250,000 and above)		144,902		186,712
Total deposits	$	5,092,195	$	4,752,031

Time deposits of $250,000 or more included $35.0 million of brokered deposits at December 31, 2020, and none at June 30, 2021.

Note 12—Other Borrowings

The following is a summary of the Company’s other borrowings as of June 30, 2021 and December 31, 2020:


	June 30,		December 31,
	2021		2020
Paycheck Protection Program Liquidity Facility	$	304,657	$	371,907
Federal Home Loan Bank advances		112,000		234,000
Securities sold under agreements to repurchase		30,179		41,994
Line of credit		—		—
Total	$	446,836	$	647,901

On April 21, 2020, the Bank entered into a Letter Agreement with the Federal Reserve Bank of Chicago that allows the Bank to access the Paycheck Protection Program Liquidity Facility (the “PPPLF”). Under the terms of the PPPLF, the Bank will pledge loans originated under the PPP to the Federal Reserve Bank of Chicago as collateral for available advances under the PPPLF. Advances under the PPPLF will be an amount equal to the aggregate principal amount of PPP loans pledged by Byline Bank, carry an interest rate of 35 basis points and mature on the maturity date of the PPP loans pledged as collateral for the advance. As of June 30, 2021, the PPPLF balance was $304.7 million with an interest rate of 0.35% with various maturity dates from April 2022 to February 2026.

Byline Bank has the capacity to borrow funds from the discount window of the Federal Reserve System. As of June 30, 2021 and December 31, 2020, there were no outstanding advances under the Federal Reserve Bank discount window line.

At June 30, 2021, fixed-rate Federal Home Loan Bank (“FHLB”) advances totaled $112.0 million, with interest rates ranging from 0.00% to 0.22% and maturities ranging from July 2021 to May 2022 . Advances from the FHLB are collateralized by residential real estate loans, commercial real estate loans, and securities. The Bank’s maximum borrowing capacity is limited to 35% of total assets. Required investment in FHLB stock is $4.50 for every $100 in advances.

Securities sold under agreements to repurchase represent a demand deposit product offered to customers that sweep balances in excess of the FDIC insurance limit into overnight repurchase agreements. The Company pledges securities as collateral for the repurchase agreements. Refer to Note 3—Securities for additional discussion.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

On October 13, 2016, the Company entered into a $30.0 million revolving credit agreement with a correspondent bank. Through subsequent amendments, the revolving credit agreement was reduced to $15.0 million and the maturity of the credit facility was extended to October 9, 2020. The amended revolving line of credit bears interest at either the London Interbank Offered Rate (“LIBOR”) plus 195 basis points or the Prime Rate minus 75 basis points, based on the Company’s election, which is required to be communicated at least three business days prior to the commencement of an interest period. If the Company fails to provide timely notification, the interest rate will be Prime Rate minus 75 basis points. At June 30, 2021 and December 31, 2020, the line of credit had no outstanding balance. On October 9, 2020, the Company extended the maturity of the credit facility to October 8, 2021.

The following table presents short-term credit lines available for use as of June 30, 2021 and December 31, 2020:


	June 30,		December 31,
	2021		2020
Federal Home Loan Bank line	$	2,227,378	$	2,016,212
Federal Reserve Bank of Chicago discount window line		826,073		874,677
Available federal funds lines		115,000		115,000

The Company hedges interest rates on borrowed funds using interest rate swaps through which the Company receives variable amounts and pays fixed amounts. Refer to Note 16—Derivative Instruments and Hedging Activities for additional discussion.

Note 13—Subordinated Notes and Junior Subordinated Debentures

In 2020, the Company issued $75.0 million in fixed-to-floating subordinated notes that mature on July 1, 2030. The subordinated notes bear a fixed interest rate of 6.00% until July 1, 2025 and a floating interest rate equal to a benchmark rate, which is expected to be three-month Secured Overnight Financing Rate plus 588 basis points thereafter until maturity. The transaction resulted in debt issuance costs of approximately $1.7 million that will be amortized over 10 years.

As of June 30, 2021, the net liability outstanding of the subordinated notes was $73.4 million. The Company may, at its option, redeem the notes, in whole or in part, on a semi-annual basis beginning on July 1, 2025, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required. The subordinated notes qualify as Tier 2 capital for regulatory capital purposes.

At June 30, 2021 and December 31, 2020, the Company’s junior subordinated debentures by issuance were as follows:


Name of Trust	Aggregate Principal Amount June 30, 2021			Aggregate Principal Amount December 31, 2020			Stated Maturity	Contractual Rate at June 30, 2021			Interest Rate Spread
Metropolitan Statutory Trust 1	$	35,000		$	35,000		March 17, 2034		2.91	%	Three-month LIBOR + 2.79%
First Evanston Bancorp Trust I		10,000			10,000		March 15, 2035		1.90	%	Three-month LIBOR + 1.78%
Total liability, at par		45,000			45,000
Discount		(8,318	)		(8,549	)
Total liability, at carrying value	$	36,682		$	36,451

In 2004, the Company’s predecessor, Metropolitan Bank Group, Inc., issued $35.0 million floating rate junior subordinated debentures to Metropolitan Statutory Trust 1, which was formed for the issuance of trust preferred securities. The debentures bear interest at three-month LIBOR plus 2.79% (2.91% and 3.02% at June 30, 2021 and December 31, 2020, respectively). Interest is paid on a quarterly basis. The Company has the right to redeem the debentures, in whole or in part, on any interest payment date on or after March 2009. Accrued interest payable was $41,000 and $45,000 as of June 30, 2021 and December 31, 2020, respectively.

As part of the First Evanston acquisition, the Company assumed the obligations to First Evanston Bancorp Trust I of $10.0 million in principal amount, which was formed for the issuance of trust preferred securities. Beginning on March 15, 2010, the interest rate reset to the three-month LIBOR plus 1.78% (1.90% and 2.00% at June 30, 2021 and December 31, 2020, respectively), which is in effect until the debentures mature in 2035. Interest is paid on a quarterly basis. The Company has the right to redeem the debentures, in whole or in part, on any interest payment date on or after March 2010. The Company has the

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

option to defer interest payments on the debentures from time to time for a period not to exceed five consecutive years. Accrued interest payable was $8,000 and $9,000 as of June 30, 2021 and December 31, 2020, respectively.

The Trusts are not consolidated with the Company. Accordingly, the Company reports the subordinated debentures held by the Trusts as liabilities. The Company owns all of the common securities of each trust. The junior subordinated debentures qualify, and are treated as, Tier 1 regulatory capital of the Company subject to regulatory limitations. The trust preferred securities issued by each trust rank equally with the common securities in right of payment, except that if an event of default under the indenture governing the notes has occurred and is continuing, the preferred securities will rank senior to the common securities in right of payment.

Note 14—Commitments and Contingent Liabilities

Legal contingencies—In the ordinary course of business, the Company and Bank have various outstanding commitments and contingent liabilities that are not recognized in the accompanying consolidated financial statements. In addition, the Company may be a defendant in certain claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is currently not expected to have a material adverse effect on the Company’s Consolidated Financial Statements.

Operating lease commitments—Refer to Note 8—Lease for discussion of operating lease commitments.

Commitments to extend credit—The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Statements of Financial Condition. The contractual or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

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 and letters of credit is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for funded instruments. The Company does not anticipate any material losses as a result of the commitments and letters of credit.

The following table summarizes the contract or notional amount of outstanding loan and lease commitments at June 30, 2021 and December 31, 2020:


	June 30, 2021						December 31, 2020
	Fixed Rate		Variable Rate		Total		Fixed Rate		Variable Rate		Total
Commitments to extend credit	$	148,748	$	1,466,449	$	1,615,197	$	106,183	$	1,261,872	$	1,368,055
Letters of credit		652		58,854		59,506		652		58,120		58,772
Total	$	149,400	$	1,525,303	$	1,674,703	$	106,835	$	1,319,992	$	1,426,827

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral is primarily obtained in the form of commercial and residential real estate (including income producing commercial properties).

Letters of credit are conditional commitments issued by the Company to guarantee to a third-party the performance of a customer. Those guarantees are primarily issued to support public and private borrowing arrangements, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

Commitments to make loans are generally made for periods of 90 days or less. The fixed rate loan commitments have interest rates ranging from 2.5% to 18.00% and maturities up to 2050. Variable rate loan commitments have interest rates ranging from 1.25% to 8.25% and maturities up to 2048.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 15—Fair Value Measurement

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In addition, the Company has the ability to obtain fair values for markets that are not accessible.

These types of inputs create the following fair value hierarchy:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available. The Company’s own data used to develop unobservable inputs may be adjusted for market considerations when reasonably available.

The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to assets and liabilities.

The Company used the following methods and significant assumptions to estimate fair value for certain assets measured and carried at fair value on a recurring basis:

Securities available-for-sale—The Company obtains fair value measurements from an independent pricing service. Management reviews the procedures used by the third party, including significant inputs used in the fair value calculations. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. When market quotes are not readily accessible or available, alternative approaches are utilized, such as matrix or model pricing.

The Company’s methodology for pricing non-rated bonds focuses on three distinct inputs: equivalent rating, yield and other pricing terms. To determine the rating for a given non-rated municipal bond, the Company references a publicly issued bond by the same issuer if available as well as other additional key metrics to support the credit worthiness. Typically, pricing for these types of bonds would require a higher yield than a similar rated bond from the same issuer. A reduction in price is applied to the rating obtained from the comparable bond, as the Company believes if liquidated, a non-rated bond would be valued less than a similar bond with a verifiable rating. The reduction applied by the Company is one notch lower (i.e. a “AA” rating for a comparable bond would be reduced to “AA-” for the Company’s valuation). In 2021 and 2020, all of the ratings derived by the Company were “BBB” or better with and without comparable bond proxies. The fair value measurement of municipal bonds is sensitive to the rating input, as a higher rating typically results in an increased valuation. The remaining pricing inputs used in the bond valuation are observable. Based on the rating determined, the Company obtains a corresponding current market yield curve available to market participants. Other terms including coupon, maturity date, redemption price, number of coupon payments per year, and accrual method are obtained from the individual bond term sheets.

Equity and other securities—The Company utilizes the same fair value measurement methodology for equity and other securities as detailed in the securities available-sale portfolio above.

Servicing assets—Fair value is based on a loan-by-loan basis taking into consideration the original term to maturity, the current age of the loan and the remaining term to maturity. The valuation methodology utilized for the servicing assets begins with generating estimated future cash flows for each servicing asset, based on their unique characteristics and market-based assumptions for prepayment speeds and costs to service. The present value of the future cash flows are then calculated utilizing market-based discount rate assumptions.

Derivative instruments—Interest rate derivatives are valued by a third party, using models that primarily use market observable inputs, such as yield curves, and are validated by comparison with valuations provided by the respective counterparties. Derivative financial instruments are included in other assets and other liabilities in the Consolidated Statements of Financial Condition.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following tables summarize the Company’s financial assets and liabilities that were measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020:


			Fair Value Measurements Using
June 30, 2021	Fair Value		Level 1		Level 2		Level 3
Financial assets
Securities available-for-sale
U.S. Treasury Notes	$	13,639	$	13,639	$	—	$	—
U.S. Government agencies		130,710		—		130,710		—
Obligations of states, municipalities, and political subdivisions		106,090		—		106,090		—
Mortgage-backed securities; residential
Agency		823,192		—		823,192		—
Non-Agency		60,470		—		60,470		—
Mortgage-backed securities; commercial
Agency		256,164		—		256,164		—
Corporate securities		65,245		—		65,245		—
Asset-backed securities		40,279		—		40,279		—
Equity and other securities, at fair value
Mutual funds		4,442		4,442		—		—
Equity securities		6,133		—		5,448		685
Servicing assets		24,683		—		—		24,683
Derivative assets		14,025		—		14,025		—
Financial liabilities
Derivative liabilities		13,662		—		13,662		—


			Fair Value Measurements Using
December 31, 2020	Fair Value		Level 1		Level 2		Level 3
Financial assets
Securities available-for-sale
U.S. Treasury Notes	$	23,812	$	23,812	$	—	$	—
U.S. Government agencies		113,551		—		113,551		—
Obligations of states, municipalities, and political subdivisions		142,419		—		142,419
Mortgage-backed securities; residential
Agency		778,391		—		778,391		—
Non-Agency		32,981		—		32,981		—
Mortgage-backed securities; commercial
Agency		250,152		—		250,152		—
Corporate securities		60,768		—		60,768		—
Asset-backed securities		45,156		—		45,156		—
Equity and other securities, at fair value
Mutual funds		2,983		2,983		—		—
Equity securities		5,781		—		5,096		685
Servicing assets		22,042		—		—		22,042
Derivative assets		17,149		—		17,149		—
Financial liabilities
Derivative liabilities		18,133		—		18,133		—

The Company did not have any transfers to or from Level 3 of the fair value hierarchy during the six months ended June 30, 2021 and 2020.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table presents additional information about financial assets measured at fair value on recurring basis for which the Company used significant unobservable inputs (Level 3):


	Six Months Ended June 30,
	2021		2020			2021			2020
	Investment Securities					Servicing Assets
Balance, beginning of period	$	685	$	700		$	22,042		$	19,471
Additions, net		—		—			4,139			2,655
Change in fair value		—		(19	)		(1,498	)		(3,775	)
Balance, end of period	$	685	$	681		$	24,683		$	18,351

The following table presents additional information about the unobservable inputs used in the fair value measurements on recurring basis that were categorized within Level 3 of the fair value hierarchy as of June 30, 2021:

Financial Instruments

Valuation Technique

Unobservable Inputs

Range of
Inputs

Weighted
Average
Range

Impact to
Valuation from an
Increased or
Higher Input Value

Single issuer trust preferred

Discounted cash flow

Discount rate

3.2% - 6.4%

4.6

Decrease

Servicing assets

Discounted cash flow

Prepayment speeds

0.1% - 31.1%

14.3

Decrease

Discount rate

(14.1)% - 47.8%

7.2

Decrease

Expected weighted
average loan life

0.2 - 8.6 years

3.8 years

Increase

The Company used the following methods and significant assumptions to estimate fair value for certain assets measured and carried at fair value on a non-recurring basis:

Impaired loans (excluding acquired impaired loans)—Impaired loans, other than those existing on the date of a business acquisition, are primarily carried at the fair value of the underlying collateral, less estimated costs to sell, if the loan is collateral dependent. Valuations of impaired loans that are collateral dependent are supported by third party appraisals in accordance with the Bank’s credit policy. Other valuation methods include analysis of discounted cash flows, which measures the present value of expected future cash flows discounted at the loan’s effective interest rate. Impaired loans that are not collateral dependent are not material.

Assets held for sale—Assets held for sale consist of former branch locations and real estate previously purchased for expansion. Assets are considered held for sale when management has approved to sell the assets following a branch closure or other events. The properties are being actively marketed and transferred to assets held for sale based on the lower of carrying value or its fair value, less estimated costs to sell. The Company records assets held for sale on the Consolidated Statements of Financial Condition within accrued interest receivable and other assets.

Other real estate owned—Certain assets held within other real estate owned represent real estate or other collateral that has been adjusted to its estimated fair value, less cost to sell, as a result of transferring from the loan portfolio at the time of foreclosure or repossession and based on management’s periodic impairment evaluation. From time to time, non-recurring fair value adjustments to other real estate owned are recorded to reflect partial write-downs based on an observable market price or current appraised value of property.

Adjustments to fair value based on such non-recurring transactions generally result from the application of lower-of-cost-or-market accounting or write-downs of individual assets due to impairment. The following tables summarize the

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Company’s assets that were measured at fair value on a non-recurring basis, excluding acquired impaired loans, as of June 30, 2021 and December 31, 2020:


			Fair Value Measurements Using
June 30, 2021	Fair Value		Level 1		Level 2		Level 3
Non-recurring
Impaired loans (excluding acquired impaired loans)
Commercial real estate	$	46,575	$	—	$	—	$	46,575
Residential real estate		1,369		—		—		1,369
Commercial and industrial		21,585		—		—		21,585
Assets held for sale		11,799		—		—		11,799
Other real estate owned		4,417		—		—		4,417


			Fair Value Measurements Using
December 31, 2020	Fair Value		Level 1		Level 2		Level 3
Non-recurring
Impaired loans (excluding acquired impaired loans)
Commercial real estate	$	41,135	$	—	$	—	$	41,135
Residential real estate		1,752		—		—		1,752
Commercial and industrial		28,508		—		—		28,508
Assets held for sale		13,023		—		—		13,023
Other real estate owned		6,350		—		—		6,350

The following methods and assumptions were used by the Company in estimating fair values of other assets and liabilities for disclosure purposes:

Cash and cash equivalents—For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Securities held-to-maturity—The Company obtains fair value measurements from an independent pricing service. Management reviews the procedures used by the third party, including significant inputs used in the fair value calculations. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. When market quotes are not readily accessible or available, alternative approaches are utilized, such as matrix or model pricing.

Restricted stock—The fair value has been determined to approximate cost.

Loans held for sale—The fair value of loans held for sale are based on quoted market prices, where available, and determined by discounted estimated cash flows using interest rates approximating the Company’s current origination rates for similar loans adjusted to reflect the inherent credit risk.

Loan and lease receivables, net—For certain variable rate loans that reprice frequently and with no significant changes in credit risk, fair value is estimated at carrying value. The fair value of other types of loans is estimated using an exit price notion. It is estimated by discounting future cash flows, using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Deposits—The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated by discounting future cash flows, using rates currently offered for deposits of similar remaining maturities.

Paycheck Protection Program Liquidity Facility—The carrying amount approximates fair value.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Federal Home Loan Bank advances—The fair value of FHLB advances is estimated by discounting the agreements based on maturities using rates currently offered for FHLB advances of similar remaining maturities adjusted for prepayment penalties that would be incurred if the borrowings were paid off on the measurement date.

Securities sold under agreements to repurchase—The carrying amount approximates fair value due to maturities of less than ninety days.

Subordinated notes—The fair value is based on available market prices.

Junior subordinated debentures—The fair value of junior subordinated debentures, in the form of trust preferred securities, is determined using rates currently available to the Company for debt with similar terms and remaining maturities.

Accrued interest receivable and payable—The carrying amount approximates fair value.

Commitments to extend credit and letters of credit—The fair values of these off-balance sheet commitments to extend credit and commercial and letters of credit are not considered practicable to estimate because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs.

The estimated fair values of financial instruments not carried at fair value and levels within the fair value hierarchy are as follows:


			June 30,				December 31,
	Fair Value		2021				2020
	Hierarchy Level		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets
Cash and due from banks		1	$	50,558	$	50,558	$	41,432	$	41,432
Interest bearing deposits with other banks		2		52,138		52,138		41,988		41,988
Securities held-to-maturity		2		3,890		4,047		4,395		4,573
Other restricted stock		2		11,927		11,927		10,507		10,507
Loans held for sale		3		25,046		28,629		7,924		8,848
Loans and lease receivables, net (less impaired loans at fair value)		3		4,338,209		4,332,000		4,202,793		4,205,906
Accrued interest receivable		3		19,777		19,777		20,678		20,678
Financial liabilities
Non-interest-bearing deposits		2		2,089,455		2,089,455		1,762,676		1,762,676
Interest-bearing deposits		2		3,002,740		3,003,511		2,989,355		2,990,735
Accrued interest payable		2		895		895		1,478		1,478
Paycheck Protection Program Liquidity Facility		2		304,657		304,657		371,907		371,907
Federal Home Loan Bank advances		2		112,000		112,000		234,000		234,000
Securities sold under repurchase agreement		2		33,072		33,072		41,994		41,994
Subordinated notes		2		73,429		84,809		73,342		76,627
Junior subordinated debentures		3		36,682		40,761		36,451		40,543

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 16—Derivative Instruments and Hedge Activities

As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. The Company records derivative assets and derivative liabilities on the Consolidated Statements of Financial Condition within accrued interest receivable and other assets and accrued interest payable and other liabilities, respectively. The following tables present the fair value of the Company’s derivative financial instruments and classification on the Consolidated Statements of Financial Condition as of June 30, 2021 and December 31, 2020:


	June 30, 2021							December 31, 2020
			Fair Value							Fair Value
	Notional Amount		Other Assets		Other Liabilities			Notional Amount		Other Assets		Other Liabilities
Derivatives designated as hedging instruments
Interest rate swaps designated as cash flow hedges	$	400,000	$	1,240	$	(285	)	$	—	$	—	$	—
Derivatives not designated as hedging instruments
Other interest rate derivatives		465,512		12,785		(13,367	)		383,410		17,149		(18,116	)
Other credit derivatives		8,004		—		(10	)		8,437		—		(17	)
Total derivatives	$	873,516	$	14,025	$	(13,662	)	$	391,847	$	17,149	$	(18,133	)

Interest rate swaps designated as cash flow hedges—Cash flow hedges of interest payments associated with certain other borrowings had notional amounts totaling $400.0 million as of June 30, 2021. There were no cash flow hedges outstanding at December 31, 2020. The Company assesses the effectiveness of each hedging relationship by comparing the changes in fair value of the derivatives hedging instrument with the fair value of the designated hedged transactions. As of June 30, 2021, the cash flow hedges aggregating $400.0 million in notional amounts are comprised of five forward starting pay fixed interest rate swaps, of which one for $100.0 million is effective in March 2022; one for $50.0 million is effective in September 2022; two totaling $200.0 million are effective in March 2023; and one for $50.0 million is effective May 2023.

Included in other comprehensive income is the remaining balance related to previously terminated interest rate swaps designated as cash flow hedges of $274,000 as of June 30, 2021 and $304,000 as of December 31, 2020. These are amortized over the original life of the cash flow hedge. Interest recorded on these swap transactions was $21,000 during the three months ended June 30, 2021, and 2020, respectively, and is reported as a component of interest expense on other borrowings. Interest recorded on these swap transactions was $42,000 during the six months ended June 30, 2021, and 2020, respectively, and is reported as a component of interest expense on other borrowings. As of June 30, 2021, the Company estimates $592,000 of the unrealized loss to be reclassified as an increase to interest expense during the next twelve months.

The following table reflects the cash flow hedges as of June 30, 2021:


Notional amounts	$	400,000
Derivative assets fair value		1,240
Derivative liabilities fair value		285
Weighted average maturity	5.4 years

The weighted average pay rates of the forward swaps are 0.98% and weighted average receive rates will be determined at the time the forward swaps become effective.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table reflects the net gains (losses) recorded in accumulated other comprehensive income (loss) and the Consolidated Statements of Operations relating to the cash flow derivative instruments for the six months ended:


	June 30, 2021							June 30, 2020
	Amount of Loss Recognized in OCI		Amount of Loss Reclassified from OCI to Income as an Increase to Interest Expense			Amount of Gain (Loss) Recognized in Other Non-Interest Income		Amount of Loss Recognized in OCI		Amount of Loss Reclassified from OCI to Income as an Increase to Interest Expense			Amount of Gain (Loss) Recognized in Other Non-Interest Income
Interest rate swaps	$	955	$	(42	)	$	—	$	—	$	(42	)	$	—

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements and/or the Company has not elected to apply hedge accounting. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.

Other interest rate derivatives—The total combined notional amount was $465.5 million as of June 30, 2021 with maturities ranging from January 2022 to March 2030. The fair values of the interest rate derivative agreements are reflected in other assets and other liabilities with corresponding gains or losses reflected in non-interest income. During the three months ended June 30, 2021 and 2020, there were $664,000 and $154,000 of net transaction fees, respectively, included in other non-interest income, related to these derivative instruments. During the six months ended June 30, 2021 and 2020, there were $706,000 and $660,000 of net transaction fees, respectively, included in other non-interest income, related to these derivative instruments.

These instruments are inherently subject to market risk and credit risk. Market risk is associated with changes in interest rates and credit risk relates to the Company’s risk of loss when the counterparty to a derivative contract fails to perform according to the terms of the agreement. Market and credit risks are managed and monitored as part of the Company’s overall asset-liability management process. The credit risk related to derivatives entered into with certain qualified borrowers is managed through the Company’s loan underwriting process. The Company’s loan underwriting process also approves the Bank’s swap counterparty used to mirror the borrowers’ swap. The Company has a bilateral agreement with each swap counterparty that provides that fluctuations in derivative values are to be fully collateralized with either cash or securities.

The following table reflects other interest rate derivatives as of June 30, 2021:


Notional amounts	$	465,512
Derivative assets fair value		12,785
Derivative liabilities fair value		13,367
Weighted average pay rates		4.24	%
Weighted average receive rates		2.96	%
Weighted average maturity	5.6 years

Other credit derivatives— The Company has entered into risk participation agreements with counterparty banks to assume a portion of the credit risk related to borrower transactions. The credit risk related to these other credit derivatives is managed through the Company’s loan underwriting process. The total notional amount was $8.0 million and $8.4 million as of June 30, 2021 and December 31, 2020, respectively. The fair value of the other credit derivatives are reflected in other liabilities with corresponding gains or losses reflected in non-interest income.

The Company has agreements with its derivative counterparties that contain a cross-default provision under which if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has agreements with certain derivative counterparties that contain a provision where if the Company fails to maintain its status as a well or adequately capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations resulted in a net asset position.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table reflects amounts included in non-interest income in the Consolidated Statements of Operations relating to derivative instruments that are not designated in a hedging relationship for the six months ended June 30, 2021 and 2020:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021		2020
Other interest rate derivatives	$	(172	)	$	(17	)	$	384	$	(740	)
Other credit derivatives		2			1			7		(11	)
Total	$	(170	)	$	(16	)	$	391	$	(751	)

The Company records interest rate derivatives subject to master netting agreements at their gross value and does not offset derivative asset and liabilities on the Consolidated Statements of Financial Condition. The table below summarizes the Company’s interest rate derivatives and offsetting positions as of:


	June 30, 2021						December 31, 2020
	Derivative Assets Fair Value			Derivative Liabilities Fair Value			Derivative Assets Fair Value			Derivative Liabilities Fair Value
Gross amounts recognized	$	14,025		$	(13,662	)	$	17,149		$	(18,133	)
Less: Amounts offset in the Consolidated Statements of Financial Condition		—			—			—			—
Net amount presented in the Consolidated Statements of Financial Condition	$	14,025		$	(13,662	)	$	17,149		$	(18,133	)
Gross amounts not offset in the Consolidated Statements of Financial Condition
Offsetting derivative positions		(1,554	)		1,554			—			—
Collateral posted		(12,471	)		11,939			(17,149	)		18,133
Net credit exposure	$	—		$	(169	)	$	—		$	—

As of June 30, 2021, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $13.7 million. The Company has posted $11.9 million collateral related to these agreements as of June 30, 2021. If the Company had breached any of these provisions at June 30, 2021, it could have been required to settle its obligations under the agreements at their termination value less offsetting positions of $1.6 million of $12.1 million. For purposes of this disclosure, the amount of posted collateral by the Company and counterparties is limited to the amount offsetting the derivative asset and derivative liability.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 17 – Share-Based Compensation

In June 2017, the Company adopted the 2017 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) in connection with our IPO. The Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights and other equity-based, equity-related or cash-based awards. A total of 1,550,000 shares of our common stock have been reserved for issuance under the Omnibus Plan. As of June 30, 2021, there were 712,718 shares available for future grants under the Omnibus Plan.

The Company primarily grants time-based restricted share awards that vest over a one to four year period, subject to continued employment. The Company also grants performance-based restricted share awards. The number of shares which may be earned under the award is dependent upon the Company’s return on average assets, weighted equally, over a three-year period ending, measured against a peer group consisting of publicly-traded bank holding companies. Results will be measured cumulatively at the end of the three years. Any earned shares will vest on the third anniversary of the grant date.

During 2021, the Company granted 293,587 shares of restricted common stock, par value $0.01 per share. Of this total, 104,609 restricted shares will vest ratably over four years on each anniversary of the grant date, 109,475 restricted shares will vest ratably on the last business day of 2021, 2022 and 2023, 38,279 restricted shares will vest ratably over three years on each anniversary of the grant date and 9,141 restricted shares will cliff vest on the third anniversary of the grant date, all subject to continued employment.

In addition, 32,083 performance-based restricted shares were included in the February 2021 grant. The number of shares which may be earned under the award is dependent upon the Company’s return on average assets, weighted equally, over a three-year period ending December 31, 2023, measured against a peer group consisting of publicly-traded bank holding companies. Results will be measured cumulatively at the end of the three years. Any earned shares will vest on the third anniversary of the grant date.

The following table discloses the changes in restricted shares for the six months ended June 30, 2021:


	Omnibus Plan
	Number of Shares			Weighted Average Grant Date Fair Value
Beginning balance, January 1, 2021		383,539		$	18.75
Granted		293,587			19.17
Vested		(98,506	)		19.61
Forfeited		(9,262	)		20.66
Ending balance outstanding at June 30, 2021		569,358		$	18.79

A total of 98,506 restricted shares vested during the six months ended June 30, 2021. A total of 113,264 restricted shares vested during the year ended December 31, 2020. The fair value of restricted shares that vested during the six months ended June 30, 2021 was $2.1 million. The fair value of restricted shares that vested during the year ended December 31, 2020 was $1.4 million.

The Company recognizes share-based compensation based on the estimated fair value of the restricted stock at the grant date. Share-based compensation expense is included in non-interest expense in the Consolidated Statements of Operations.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table summarizes restricted stock compensation expense for the six months ended June 30, 2021 and 2020:


	Six Months Ended June 30,
	2021		2020
Total share-based compensation - restricted stock	$	1,886	$	1,336
Income tax benefit		525		372
Unrecognized compensation expense		8,578		6,329
Weighted-average amortization period remaining	2.5 years		2.7 years

The fair value of the unvested restricted stock awards at June 30, 2021 was $12.9 million.

In October 2014, the Company adopted the Byline Bancorp, Inc. Equity Incentive Plan (“BYB Plan”). The maximum number of shares available for grants under this plan was 2,476,122 shares. During 2016 and 2015, the Company granted options to purchase 212,400 and 1,634,568 shares, respectively; the Company did not grant any stock options during 2017. In June 2017, the Board of Directors terminated the BYB Plan and no future grants can be made under this plan. Options to purchase a total of 1,359,548 shares remain outstanding under the BYB Plan at June 30, 2021.

The types of stock options granted under the BYB Plan were Time Options and Performance Options. The exercise price of each option is equal to the fair value of the stock as of the date of grant. These option awards have vesting periods ranging from one to five years and have 10-year contractual terms. Stock volatility was computed as the average of the volatilities of peer group companies. All outstanding stock options were fully vested and exercisable at June 30, 2021.

The fair values of the stock options were determined using the Black-Scholes-Merton model for Time Options and a Monte Carlo simulation model for Performance Options.

The following table discloses the activity in shares subject to options and the weighted average exercise prices, in actual dollars, for the six months ended June 30, 2021:


	BYB Plan
	Number of Shares			Weighted Average Exercise Price		Intrinsic Value		Weighted Average Remaining Contractual Term (in Years)
Beginning balance, January 1, 2021		1,390,579		$	11.36	$	5,724		4.4
Exercised		(31,031	)		14.86	$	145
Expired		—
Ending balance outstanding at June 30, 2021		1,359,548		$	11.28	$	15,427		4.0
Exercisable at June 30, 2021		1,359,548		$	11.28	$	15,427		4.0

A total of 31,031 stock options were exercised during the six months ended June 30, 2021. During the six months ended June 30, 2021, proceeds from the exercise of stock options were $461,000 and related tax benefit was $40,000. A total of 19,496 stock options were exercised during the year ended December 31, 2020. During the year ended December 31, 2020, proceeds from the exercise of stock options were $253,000 and related tax benefit was $39,000. No stock options vested during the six months ended June 30, 2021.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The Company recognizes share-based compensation based on the estimated fair value of the option at the grant date. Forfeitures are estimated based upon industry standards. Share-based compensation expense is included in non-interest expense in the Consolidated Statements of Operations. The following table summarizes stock option compensation expense for the six months ended June 30, 2021 and 2020:


	Six Months Ended June 30,
	2021		2020
Total share-based compensation - stock options	$	—	$	7
Income tax benefit		—		2
Unrecognized compensation expense - stock options		—		—
Weighted-average amortization period remaining	0.0 years		0.0 years

There are no unrecognized stock option compensation expenses as of June 30, 2021.

Pursuant to the terms of the Merger Agreement, upon the Effective Time, each outstanding First Evanston Option held by a participant in the First Evanston Bancorp, Inc. Stock Incentive Plan (the “FEB Plan”) ceased to represent a right to acquire shares of First Evanston common stock and was assumed and converted automatically into a fully vested and exercisable adjusted option to purchase shares of Byline common stock (each an “Adjusted Option”). In accordance with the Merger Agreement, the number of shares of Byline common stock to which each such Adjusted Option relates is equal to the product (rounded down to the nearest whole share of Byline common stock) of: (a) the number of shares of First Evanston common stock subject to the First Evanston Option immediately prior to May 31, 2018, multiplied by (ii) 4.725. Each Adjusted Option has an exercise price per share of Byline common stock equal to the quotient (rounded up to the nearest whole cent) of (x) the per share exercise price of such First Evanston Option immediately prior to May 31, 2018, divided by (y) 4.725. The description of the conversion process is based on, and qualified by, the Merger Agreement.

The following table discloses the activity in shares subject to options under the FEB Plan and the weighted average exercise prices, in actual dollars, for the six months ended June 30, 2021:


	FEB Plan
	Number of Shares			Weighted Average Exercise Price		Intrinsic Value		Weighted Average Remaining Contractual Term (in Years)
Beginning balance, January 1, 2021		233,630		$	11.52	$	918		3.3
Exercised		(35,908	)	$	11.84	$	161
Expired		—
Ending balance outstanding at June 30, 2021		197,722		$	11.46	$	2,208		3.4
Exercisable at June 30, 2021		197,722		$	11.46	$	2,208		3.4

A total of 35,908 stock options were exercised during the six months ended June 30, 2021. During the six months ended June 30, 2021, proceeds from the exercise of stock options were $425,000 and related tax benefit was $45,000. A total of 255,615 stock options were exercised during the year ended December 31, 2020. During the year ended December 31, 2020, proceeds from the exercise of stock options were $2.8 million and related tax benefit was $219,000. No stock options vested during the three or six months ended June 30, 2021.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 18—Earnings per Share

A reconciliation of the numerators and denominators for earnings per common share computations is presented below. Incremental shares represent outstanding stock options for which the exercise price is less than the average market price of the Company’s common stock during the periods presented. Options to purchase 1,557,270 and 1,860,646 shares of common stock were outstanding as of June 30, 2021 and 2020, respectively. There were 569,358 and 448,857 restricted stock awards outstanding at June 30, 2021 and 2020, respectively. For the three and six months ended June 30, 2021, no stock options outstanding were excluded from the calculation of diluted earnings per common share. For the three and six months ended June 30, 2020, 299,608 and 50,000 stock options outstanding were excluded from the calculation of diluted earnings per common share.

The following represent the calculation of basic and diluted earnings per share for the periods presented:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net income	$	28,492	$	9,139	$	50,290	$	12,105
Less: Dividends on preferred shares		195		195		391		391
Net income available to common stockholders	$	28,297	$	8,944	$	49,899	$	11,714
Weighted-average common stock outstanding:
Weighted-average common stock outstanding (basic)		37,965,658		37,919,480		38,064,381		37,931,406
Incremental shares		730,378		107,809		708,637		418,658
Weighted-average common stock outstanding (dilutive)		38,696,036		38,027,289		38,773,018		38,350,064
Basic earnings per common share	$	0.75	$	0.24	$	1.31	$	0.31
Diluted earnings per common share	$	0.73	$	0.24	$	1.29	$	0.31

Note 19—Stockholders’ Equity

A summary of the Company’s preferred and common stock at June 30, 2021 and December 31, 2020 is as follows:


	June 30,		December 31,
	2021		2020
Series B 7.5% fixed to floating non-cumulative perpetual preferred stock
Par value	$	0.01	$	0.01
Shares authorized		50,000		50,000
Shares issued		10,438		10,438
Shares outstanding		10,438		10,438
Common stock, voting
Par value	$	0.01	$	0.01
Shares authorized		150,000,000		150,000,000
Shares issued		39,113,698		38,736,540
Shares outstanding		38,094,972		38,618,054
Treasury shares		1,018,726		118,486

During 2016, the Company authorized and issued Series B 7.50% fixed-to-floating non-voting, noncumulative perpetual preferred stock with a liquidation preference of $1,000 per share, plus the amount of unpaid dividends, if any, which is redeemable at the Company’s option on or after March 31, 2022. Holders of Series B Preferred Stock do not have any rights to convert such stock into shares of any other class of capital stock of the Company. Holders of Series B Preferred Stock are entitled to receive a fixed dividend of 7.50% per annum from the original issue date through December 30, 2021, after which the dividend is paid at a floating rate of three-month LIBOR plus 5.41% per annum.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The Company Series B Preferred Stock is included in Tier 1 capital for regulatory capital purposes and is redeemable at the option of the Company at a redemption price of $1,000 per share, plus any declared and unpaid dividends (i) in whole or part on any dividend payment date on or after March 31, 2022, and (ii) in whole but not in part prior to March 31, 2022, within 90 days following a regulatory event, as defined in the Certificate of Designations of the Company Series B Preferred Stock. The Company must receive approval of the Federal Reserve Board prior to any redemption of the Company Series B Preferred Stock.

For the three months ended June 30, 2021 and 2020, the Company declared and paid dividends on the Series B preferred stock of $195,000. For the six months ended June 30, 2021 and 2020 the Company declared and paid dividends on the Series B preferred stock of $391,000

On December 10, 2020, the Company announced that its Board of Directors approved a stock repurchase program authorizing the purchase of up to an aggregate of 1,250,000 shares of the Company’s outstanding common stock. The shares may, at the discretion of management, be repurchased from time to time in open market purchases as market conditions warrant or in privately negotiated transactions. The Company is not obligated to purchase any shares under the program, and the program may be discontinued at any time. The actual timing, number and share price of shares purchased under the repurchase program will be determined by the Company at its discretion and will depend on a number of factors, including the market price of the Company’s stock, general market and economic conditions and applicable legal requirements. The shares authorized to be repurchased represent approximately 3.2% of the Company’s outstanding common stock at December 31, 2020. The program will be in effect until December 31, 2022 unless terminated earlier.

The Company purchased 538,744 shares at a cost of $12.1 million under this program during the three months ended June 30, 2021. The Company purchased 871,488 shares at a cost of $18.5 million under this program during the six months ended June 30, 2021. Repurchased shares are recorded as treasury shares on the trade date using the treasury stock method, and the cash paid is recorded as treasury stock. Treasury stock acquired is recorded at cost and is carried as a reduction of stockholders’ equity in the Consolidated Statement of Financial Condition.

On July 27, 2021, the Company's Board of Directors authorized an expansion of its current stock repurchase program. Under the extended program, the Company is authorized to repurchase an additional 1,250,000 shares of the Company's outstanding common stock and will be in effect until December 31, 2022.

On November 1, 2019, the Company announced that its Board of Directors approved a stock repurchase program authorizing the purchase of up to an aggregate of 1,250,000 shares of the Company’s outstanding common stock. This program terminated on December 31, 2020. Under this stock repurchase program that terminated on December 31, 2020, the Company purchased an aggregate of 118,486 shares of the 1,250,000 total shares authorized for repurchase.

For the three and six months ended June 30, 2021, cash dividends were declared and paid to stockholders of record of the Company's common stock of $0.06 per share and $0.12 per share. For the three and six months ended June 30, 2020, cash dividends were declared and paid to stockholders of record of the Company's common stock of $0.03 per share and $0.06 per share.

On July 27, 2021, the Company’s Board of Directors declared a cash dividend of $0.09 per share payable on August 24, 2021 to stockholders of record of the Company’s common stock as of August 10, 2021.

BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 20—Consolidated Statements of Changes in Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive income (loss) for the six months ended June 30, 2021 and 2020:


(dollars in thousands)	Unrealized Gains (Losses) on Cash Flow Hedges			Unrealized Gains (Losses) on Available-for -Sale Securities			Total Accumulated Other Comprehensive Income (Loss)
Balance, January 1, 2020	$	(366	)	$	(334	)	$	(700	)
Other comprehensive income (loss), net of tax		31			20,702			20,733
Balance, June 30, 2020	$	(335	)	$	20,368		$	20,033

Balance, January 1, 2021	$	(305	)	$	18,352		$	18,047
Other comprehensive income, net of tax		720			(18,590	)		(17,870	)
Balance, June 30, 2021	$	415		$	(238	)	$	177

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

The following is a discussion and analysis of Byline Bancorp, Inc.’s financial condition and results of operations and should be read in conjunction with our Unaudited Interim Condensed Consolidated Financial Statements and notes thereto included elsewhere in this report. The words “the Company,” “we,” “Byline,” “management,” “our” and “us” refer to Byline Bancorp, Inc. and its consolidated subsidiaries, unless we indicate otherwise. In addition to historical information, this discussion contains forward looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled “Special Note Regarding Forward Looking Statements” and “Risk Factors”. Byline assumes no obligation to update any of these forward looking statements.

Overview

Our business

We are a bank holding company headquartered in Chicago, Illinois and conduct all our business activities through our subsidiary, Byline Bank, a full service commercial bank, and Byline Bank’s subsidiaries. Through Byline Bank, we offer a broad range of banking products and services to small and medium sized businesses, commercial real estate and financial sponsors and to consumers who generally live or work near our branches. We also provide trust and wealth management services to our customers. In addition to our traditional commercial banking business, we provide small ticket equipment leasing solutions through Byline Financial Group, a wholly-owned subsidiary of Byline Bank, headquartered in Bannockburn, Illinois, with sales offices in Illinois and New York, and sales representatives in Illinois, Michigan, New Jersey, and New York. We also participate in U.S. government guaranteed lending programs and originate U.S. government guaranteed loans. Byline Bank was the fourth most active originator of Small Business Administration (“SBA”) loans in the country and the most active SBA lender in Illinois and Wisconsin, as reported by the SBA for the quarter ended June 30, 2021. Additionally, we provide trust and wealth management services to our customers. As of June 30, 2021, we had consolidated total assets of $6.5 billion, total gross loans and leases outstanding of $4.5 billion, total deposits of $5.1 billion, and total stockholders’ equity of $817.1 million.

Response to COVID-19 Pandemic

The coronavirus (“COVID-19”) pandemic has caused health and economic concerns in the United States and globally. In response to this economic disruption, federal and state governments enacted laws intending to stimulate the economy during this time, including the $2.0 trillion Coronavirus Relief and Economic Security Act (the “CARES Act”), from which the PPP under the SBA was created. PPP loans originated before June 5, 2020 have a two-year term and bear an interest rate of 1.0%, however borrowers can request an extension to five years. PPP loans originated after June 5, 2020 have a five-year term and bear an interest rate of 1.0%.

As of June 30, 2021, over $500.0 million of PPP loans were in various stages of the SBA forgiveness process, with over $283.7 million approved for forgiveness by the SBA. On May 4, 2021, the SBA announced that the second round of PPP funding had been exhausted and new applications are no longer being accepted. The following table presents net PPP as of June 30, 2021:


	PPP Loan Size
(dollars in thousands)	First Round			Second Round			Total
Principal outstanding	$	150,646		$	337,523		$	488,169
Unearned processing fee		(2,162	)		(13,785	)		(15,947	)
Deferred cost		552			3,508			4,060
PPP loans, net	$	149,036		$	327,246		$	476,282
Number of loans		914			2,552			3,466

The CARES Act also temporarily eases the guidance applicable to loan modifications and the effect on assessing TDRs related to the COVID-19 pandemic. Modifications within the scope of this relief include arrangements that defer or delay payments of principal and/or interest and extend until the earlier of the following: 1) 60 days after the date on which the national emergency related to the COVID-19 outbreak is terminated; or 2) January 1, 2022. At June 30, 2021, we had $3.7 million in active COVID-19 related payment deferrals, or 0.09% of loans and leases, excluding PPP loans.

Critical Accounting Policies and Significant Estimates

Our accounting and reporting policies conform to accounting principles generally accepted in the United States (“GAAP”) and to general practices within the Banking industry. To prepare financial statements and interim financial statements in conformity with GAAP, management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the financial statements and accompanying notes; and are based on information available as of the date of the financial statements. As this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statements. In particular, management has identified several accounting policies that, due to the estimates, assumptions and judgements inherent in those policies, are critical in understanding our financial statements.

These critical accounting policies and estimates include (i) acquisition‑related fair value computations, (ii) the carrying value of loans and leases, (iii) determining the provision and allowance for loan and lease losses, (iv) the valuation of intangible assets such as goodwill, servicing assets and core deposit intangibles, (v) the determination of fair value for financial instruments, including

other-than-temporary-impairment losses, (vi) the valuation of real estate held for sale, and (vii) the valuation of or recognition of deferred tax assets and liabilities. An increase was made to the provision for loan and lease losses as a result of increases in qualitative factors relative to the COVID-19 pandemic.

The Jumpstart Our Business Startups Act of 2012, or the JOBS Act, permits us an extended transition period for complying with new or revised accounting standards affecting public companies. We have 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 that we file 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 we remain an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period provided for under the JOBS Act.

The following is a discussion of the critical accounting policies and significant estimates that require us to make complex and subjective judgments. Additional information about these policies can be found in Note 1 of our audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, that we filed with the Securities and Exchange Commission (“SEC”) on March 4, 2021.

Business Combinations

We account for business combinations under the acquisition method of accounting in accordance with ASC 805. We recognize the fair value of the assets acquired and liabilities assumed as of the date of acquisition, with any excess of the fair value of consideration provided over the fair value of the identifiable net tangible and intangible assets acquired recorded as goodwill. Transaction costs are expensed as incurred. Application of the acquisition method requires extensive use of accounting estimates and judgements to determine the fair values of the identifiable assets acquired and liabilities assumed at the acquisition date.

In accordance with ASC 805, the acquiring company retains the right to make appropriate adjustments to the assets and liabilities of the acquired entity for information obtained during the measurement period about facts and circumstances that existed as of the acquisition date. The measurement period ends as of the earlier of (i) one year from the acquisition date or (ii) the date when the acquirer receives the information necessary to complete the business combination accounting.

Carrying Value of Loans and Leases

Our accounting methods for loans and leases differ depending on whether they are new or acquired loans and leases; and for acquired loans, whether the loans were acquired at a discount as a result of credit deterioration since the date of origination.

Originated Loans and Leases

We account for originated loans and leases and purchased loans and leases not acquired through business combinations as originated loans and leases. The new loans that management has the intent and ability to hold for the foreseeable future are reported at their outstanding principal balances net of any allowance for loan and lease losses, unamortized deferred fees and costs and unamortized premiums or discounts. The net amount of non-refundable loan origination fees and certain direct costs associated with the lending process are deferred and amortized to interest income over the contractual lives of the new loans using methods that approximate the level yield method. Discounts and premiums are amortized or accreted to interest income over the estimated term of the new loans using methods that approximate the effective yield method. Interest income on new loans is accrued based on the unpaid principal balance outstanding. Additionally, once an acquired non-impaired loan reaches its contractual maturity date, it is re-underwritten, and if renewed, it is classified as an originated loan.

Acquired Loans and Leases

Acquired loans and leases are recorded at fair value as of the acquisition date. Credit discounts are included in the determination of fair value; therefore, an allowance for loan and lease losses is not recorded at the acquisition date. Acquired loans are evaluated upon acquisition and classified as either acquired impaired or acquired non‑impaired. Acquired impaired loans reflect evidence of credit deterioration since origination for which it is probable that all contractually required principal and interest will not be collected by us. Subsequent to acquisition, we periodically update for changes in cash flow expectations, which are reflected in interest income over the life of the loan as accretable yield. Any subsequent decreases in expected cash flow attributable to credit deterioration are recognized by recording a provision for loan losses.

For acquired non‑impaired loans and leases, the excess or deficit of the loan and lease principal balance over the fair value is recorded as a discount or premium at acquisition and is accreted through interest income over the life of the loan or lease. Subsequent to acquisition, these loans and leases are evaluated for credit deterioration and a provision for loan and lease losses would be recorded when probable loss is incurred. These loans and leases are evaluated for impairment consistent with originated loans and leases.

Provision and Allowance for Loan and Lease Losses

The provision for loan and lease losses reflects the amount required to maintain the allowance for loan and lease losses (“ALLL”) at an appropriate level based upon management’s evaluation of the adequacy of general and specific loss reserves.

The ALLL is maintained at a level that management believes is appropriate to provide for known and inherent incurred loan and lease losses as of the dates of the Consolidated Statements of Financial Condition, and we have established methodologies for the

determination of its adequacy. The methodologies are set forth in a formal policy and take into consideration the need for an overall general valuation allowance as well as specific allowances that are determined on an individual loan basis. We increase our ALLL by charging provisions for probable losses against our income and decreased by charge‑offs, net of recoveries.

The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. While management uses available information to recognize losses on loans and leases, changes in economic or other conditions may necessitate revision of the estimate in future periods.

The ALLL is maintained at a level management believes is sufficient to provide for probable losses based upon an ongoing review of the originated and acquired non‑impaired loan and lease portfolios by portfolio category, which include consideration of actual loss experience, peer loss experience, changes in the size and risk profile of the portfolio, identification of individual problem loan and lease situations which may affect a borrower’s ability to repay, and evaluation of prevailing economic conditions.

For acquired impaired loans, a specific valuation allowance is established when it is probable that we will be unable to collect all of the cash flows expected at acquisition, plus the additional cash flows expected to be collected arising from changes in estimates after acquisition.

The originated and non‑impaired acquired loans have limited delinquency and credit loss history and have not yet exhibited an observable loss trend. The credit quality of loans in these loan portfolios are impacted by delinquency status and debt service coverage generated by the borrowers’ businesses and fluctuations in the value of real estate collateral.

Acquired non‑impaired loans and originated loans are considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due, according to the contractual terms of the loan agreements. All acquired non‑impaired loans and originated loans of $100,000 or greater with an internal risk rating of substandard or below and on non-accrual, as well as loans classified as troubled debt restructurings (“TDR”), are reviewed individually for impairment on a quarterly basis.

In March 2020, CARES Act was signed into law. Section 4013 of the CARES Act temporarily eases the guidance applicable to loan modifications and the effect on assessing TDRs related to the COVID-19 pandemic. Modifications within the scope of this relief include arrangements that defer or delay payments of principal or interest and extend until the earlier of the following: 1) sixty days after the date on which the national emergency related to the COVID-19 outbreak is terminated; or 2) January 1, 2022.

Goodwill and Other Intangible Assets

Goodwill. Goodwill represents the excess of the purchase consideration over the fair value of net assets acquired in connection with our recapitalization and acquisitions using the acquisition method of accounting. Goodwill is not amortized but is periodically evaluated for impairment under the provisions of ASC Topic 350, Intangibles—Goodwill and Other (“ASC 350”).

Impairment testing is performed using either a qualitative or quantitative approach at the reporting unit level. Our goodwill is allocated to Byline Bank, which is our only applicable reporting unit for the purposes of testing goodwill for impairment. We have selected November 30 as the date to perform the annual goodwill impairment test. Additionally, we perform a goodwill impairment evaluation on an interim basis when events or circumstances indicate impairment potentially exists.

Servicing Assets. Servicing assets are recognized separately when they are acquired through sales of loans or when the rights to service loans are purchased. When loans are sold with servicing rights retained, servicing assets are recorded at fair value in accordance with ASC Topic 860, Transfers and Servicing (“ASC 860”). Fair value is based on market prices for comparable servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The fair value of servicing rights is highly sensitive to changes in underlying assumptions. Changes in secondary market premiums and prepayment speed assumptions have the most significant impact on the fair value of servicing rights. See Note 6 and Note 15 of our Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2021, included in this report, for additional information.

Core Deposit Intangible Assets. Other intangible assets primarily consist of core deposit intangible assets. In valuing core deposit intangibles, we consider variables such as deposit servicing costs, attrition rates and market discount rates. Core deposit intangibles are reviewed annually, or more frequently when events or changes in circumstances occur that indicate that their carrying values may not be recoverable. If the recoverable amount of the core deposit intangibles is determined to be less than its carrying value, we would then measure the amount of impairment based on an estimate of the fair value at that time. We also evaluate whether the events or circumstances have occurred that warrant a revision to the remaining useful lives of intangible assets. In cases where a revision is deemed appropriate, the remaining carrying amounts of the intangible assets are amortized over the revised remaining useful life. Core deposit intangibles are currently amortized over an approximate ten-year period.

Customer Relationship Intangible. Other intangible assets also include our customer relationship intangible asset. In valuing our customer relationship intangibles, we consider variables such as assets under management, attrition rates, and fee structure. Customer relationship intangibles are currently amortized over a 12-year period.

Fair value of Financial Instruments

ASC Topic 820, Fair Value Measurement defines fair value as the price that would be received to sell a financial asset or paid to transfer a financial liability in an orderly transaction between market participants at the measurement date.

The degree of management judgment involved in determining the fair value of assets and liabilities is dependent upon the availability of quoted market prices or observable market parameters. For financial instruments that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not available, management judgment is necessary to estimate fair value. In addition, changes in market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. Therefore, when market data is not available, we would use valuation techniques requiring more management judgment to estimate the appropriate fair value measurement.

See Note 15 of our Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2021, included in this report, for a complete discussion of our use of fair value of financial assets and liabilities and their related measurement practices.

Valuation of Real Estate Held for Sale

Other Real Estate Owned (“OREO”). OREO includes real estate assets that have been acquired through, or in lieu of, loan foreclosure or repossession and are to be sold. OREO assets are initially recorded at fair value, less estimated costs to sell, of the collateral of the loan, on the date of foreclosure or repossession, establishing a new cost basis. Adjustments that reduce loan balances to fair value at the time of foreclosure or repossession are recognized as charge‑offs in the allowance for loan and lease losses. Positive adjustments, if any, at the time of foreclosure or repossession are recognized in non‑interest expense. After foreclosure or repossession, management periodically obtains new valuations and real estate or other assets may be adjusted to a lower carrying amount, determined by the fair value of the asset, less estimated costs to sell. Any subsequent write‑downs are recorded as a decrease in the asset and charged against other real estate owned valuation adjustments, included within non-interest expense. Operating expenses of such properties, net of related income, are included in non‑interest expense, and gains and losses on their disposition are included in non‑interest expense. Gains on internally financed other real estate owned sales are accounted for in accordance with the methods stated in ASC Topic 360‑20, Real Estate Sales (“ASC 360‑20”). Any losses on the sales of other real estate owned properties are recognized immediately.

Assets Held for Sale. Assets held for sale consist of former branch locations and real estate purchased for expansion. Assets are considered held for sale when management has approved a plan to sell the assets following a branch closure or other events. The properties are being actively marketed and transferred to assets held for sale based at the lower of its carrying value or its fair value, less estimated costs to sell. Adjustments to reduce the asset balances to fair value are recorded at the time of transfer and are recognized through a charge against income. An assessment of the recoverability of other long-lived assets associated with all branches is periodically performed, resulting in impairment losses which are reflected in other non-interest expense.

Income Taxes

We use the asset and liability method to account for income taxes. The objective of the asset and liability method is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the income tax basis of our assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Our annual tax rate is based on our income, statutory tax rates and available tax planning opportunities. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties.

Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss carryforwards. We review our deferred tax positions quarterly for changes which may impact realizability. We evaluate the recoverability of these future tax deductions by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. We use short and long‑range business forecasts to provide additional information for its evaluation of the recoverability of deferred tax assets. It is our policy to recognize interest and penalties associated with uncertain tax positions, if applicable, as components of non‑interest expense.

A deferred tax valuation allowance is established to reduce the net carrying amount of deferred tax assets if it is determined to be more likely than not that all or some of the deferred tax asset will not be realized. See Note 11 of the notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, for further information on income taxes.

Recently Issued Accounting Pronouncements

Refer to Note 2 of our Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2021, included in this report, for a description of recent accounting pronouncements, including the effective dates of adoption and anticipated effects on our results of operations and financial condition.

Primary Factors Used to Evaluate Our Business

As a financial institution, we manage and evaluate various aspects of both our results of operations and our financial condition. We evaluate the levels and trends of the line items included in our consolidated balance sheet and income statement as well as various financial ratios that are commonly used in our industry. We analyze these ratios and financial trends against our own historical performance, our budgeted performance and the final condition and performance of comparable financial institutions in our region. Comparison of our financial performance against other financial institutions is impacted by the accounting for acquired non‑impaired and acquired impaired loans.

These factors and metrics described in this report may not provide an appropriate basis to compare our results or financial condition to the results or financial condition of other financial services companies, given our limited operating history and strategic acquisitions since our recapitalization.

Results of Operations

Overview

Our results of operations depend substantially on net interest income, which is the difference between interest income on interest-earning assets, consisting primarily of interest income on loans and lease receivables, including accretion income on loans, investment securities and other short-term investments, and interest expense on interest-bearing liabilities, consisting primarily of deposits and borrowings. Our results of operations are also dependent upon our generation of non-interest income, consisting primarily of income from fees and service charges on deposits, loan servicing revenue, wealth management and trust income, ATM and interchange fees, and net gains on sales of investment securities and loans. Other factors contributing to our results of operations include our provisions for loan and lease losses, provision for income taxes, and non-interest expenses, such as salaries and employee benefits, occupancy and equipment expenses, and other miscellaneous operating costs.

Selected Financial Data


	As of or For the Three Months Ended						As of or For the Six Months Ended
	June 30,						June 30,
(dollars in thousands, except share and per share data)	2021			2020			2021			2020
Summary of Operations
Net interest income	$	58,174		$	52,609		$	114,814		$	105,434
Provision for (release of) loan and lease losses		(1,969	)		15,518			2,398			29,973
Non-interest income		21,002			12,829			36,744			22,136
Non-interest expense		42,981			37,053			81,823			80,714
Income before provision for income taxes		38,164			12,867			67,337			16,883
Provision for income taxes		9,672			3,728			17,047			4,778
Net income		28,492			9,139			50,290			12,105
Dividends on preferred shares		195			195			391			391
Income available to common stockholders	$	28,297		$	8,944		$	49,899		$	11,714
Common Share Data
Basic earnings per common share	$	0.75		$	0.24		$	1.31		$	0.31
Diluted earnings per common share	$	0.73		$	0.24		$	1.29		$	0.31
Adjusted diluted earnings per share(1)(3)	$	0.77		$	0.24		$	1.34		$	0.32
Weighted-average common shares outstanding (basic)		37,965,658			37,919,480			38,064,381			37,931,406
Weighted-average common shares outstanding (diluted)		38,696,036			38,027,289			38,773,018			38,350,064
Common shares outstanding		38,094,972			38,388,217			38,094,972			38,388,217
Cash dividends per common share	$	0.06		$	0.03		$	0.12		$	0.06
Dividend payout ratio on common stock		8.22	%		12.50	%		9.30	%		19.35	%
Tangible book value per common share(1)	$	16.74		$	15.47		$	16.74		$	15.47
Key Ratios and Performance Metrics (annualized where applicable)
Net interest margin		3.74	%		3.71	%		3.76	%		3.93	%
Average cost of deposits		0.08	%		0.36	%		0.10	%		0.54	%
Efficiency ratio(2)		51.95	%		53.73	%		51.61	%		60.30	%
Adjusted efficiency ratio(1)(2)(3)		49.50	%		53.73	%		49.93	%		59.74	%
Non-interest expense to average assets		2.57	%		2.41	%		2.48	%		2.76	%
Adjusted non-interest expense to average assets(1)(3)		2.45	%		2.41	%		2.40	%		2.74	%
Return on average stockholders' equity		14.10	%		4.74	%		12.54	%		3.16	%
Adjusted return on average stockholders' equity(1)(3)		14.80	%		4.74	%		13.01	%		3.29	%
Return on average assets		1.70	%		0.59	%		1.52	%		0.41	%
Adjusted return on average assets(1)(3)		1.78	%		0.59	%		1.58	%		0.43	%
Non-interest income to total revenues(1)		26.53	%		19.61	%		24.24	%		17.35	%
Pre-tax pre-provision return on average assets(1)		2.16	%		1.85	%		2.11	%		1.60	%
Adjusted pre-tax pre-provision return on average assets(1)		2.28	%		1.85	%		2.19	%		1.63	%
Return on average tangible common stockholders' equity(1)		18.87	%		7.05	%		16.88	%		4.99	%
Adjusted return on average tangible common stockholders' equity(1)(3)		19.77	%		7.05	%		17.48	%		5.17	%
Non-interest-bearing deposits to total deposits		41.03	%		35.67	%		41.03	%		35.67	%
Loans and leases held for sale and loans and leases held for investment to total deposits		88.26	%		88.62	%		88.26	%		88.62	%
Deposits to total liabilities		88.97	%		88.34	%		88.97	%		88.34	%
Deposits per branch	$	115,732		$	86,989		$	115,732		$	86,989
Asset Quality Ratios
Non-performing loans and leases to total loans and leases held for investment		0.79	%		0.99	%		0.79	%		0.99	%
ALLL to total loans and leases held for investment		1.38	%		1.17	%		1.38	%		1.17	%
Net charge-offs to average total loans and leases held for investment		0.17	%		0.57	%		0.32	%		0.53	%
Acquisition accounting adjustments(4)	$	9,393		$	19,324		$	9,393		$	19,324
Capital Ratios
Common equity to total assets		12.33	%		12.05	%		12.33	%		12.05	%
Tangible common equity to tangible assets(1)		10.01	%		9.55	%		10.01	%		9.55	%
Leverage ratio		10.82	%		10.29	%		10.82	%		10.29	%
Common equity tier 1 capital ratio		11.97	%		12.33	%		11.97	%		12.33	%
Tier 1 capital ratio		13.05	%		13.56	%		13.05	%		13.56	%
Total capital ratio		15.74	%		15.86	%		15.74	%		15.86	%

(1)

Represents a non-GAAP financial measure. See “Reconciliations of non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure.

(2)

Represents non-interest expense less amortization of intangible assets divided by net interest income and non-interest income.

(3)

Calculation excludes impairment charges on assets held for sale.

(4)

Represents the remaining net unaccreted discount as a result of applying the fair value acquisition accounting adjustment at the time of the business combination on acquired loans.

We reported consolidated net income of $28.5 million for the three months ended June 30, 2021 compared to net income of $9.1 million for the three months ended June 30, 2020, an increase of $19.4 million. The increase in net income was primarily attributable to a $17.5 million decrease in provision for loan and lease losses, a $5.6 million increase in net interest income, and an $8.2 million increase in non-interest income. These were offset by a $5.9 million increase in non-interest expense, and a $5.9 million increase in provision for income taxes.

The increase in net interest income during the three months ended June 30, 2021 was mainly a result of increased average loan and leases balances and decreased cost of funds. The decrease in provision for loan and lease losses reflects improving qualitative factors from the continued recovery from the COVID-19 pandemic. The increase in non-interest income was principally driven by an increase in net gains on sale of loans and an upward revaluation adjustments to the servicing asset. The increase in non-interest expense was mostly due to an increase in salaries and employee benefits. The increase in provision for income taxes was driven by an increase in net income before provision for income taxes during the period.

Net income available to common stockholders was $28.3 million, or $0.75 per basic and $0.73 per diluted common share, for the three months ended June 30, 2021 compared to $8.9 million, or $0.24 per basic and diluted common share, for the three months ended June 30, 2020. Dividends on preferred shares were $195,000 for the three months ended June 30, 2021 and 2020.

Our annualized return on average assets was 1.70% for the three months ended June 30, 2021 compared to 0.59% for the three months ended June 30, 2020. Our annualized return on average stockholders’ equity was 14.10% for the three months ended June 30, 2021 compared to 4.74% for the three months ended June 30, 2020. Our efficiency ratio was 51.95% for the three months ended June 30, 2021 compared to 53.73% for the three months ended June 30, 2020.

We reported consolidated net income of $50.3 million for the six months ended June 30, 2021 compared to net income of $12.1 million for the six months ended June 30, 2020, an increase of $38.2 million. The increase in net income was primarily attributable to a $27.6 million decrease in provision for loan and lease losses, a $9.4 million increase in net interest income, and an $14.6 million increase in non-interest income. These were offset by a $1.1 million increase in non-interest expense, and a $12.3 million increase in provision for income taxes.

The increase in net interest income during the six months ended June 30, 2021 was mainly a result of increased average loan and leases balances and decreased cost of funds. The decrease in provision for loan and lease losses reflects improving qualitative factors from the continued recovery from the COVID-19 pandemic. The increase in non-interest income was principally driven by an increase in net gains on sale of loans and a reduction in downward revaluation adjustments to the servicing asset. The increase in non-interest expense was mostly due to an increase in salaries and employee benefits. The increase in provision for income taxes was driven by an increase in net income before provision for income taxes during the period.

Net income available to common stockholders was $49.9 million, or $1.31 per basic common share and $1.29 per diluted common share, for the six months ended June 30, 2021 compared to $11.7 million, or $0.31 per basic and diluted common share, for the six months ended June 30, 2020. Dividends on preferred shares were $391,000 for the six months ended June 30, 2021and 2020.

Our annualized return on average assets was 1.52% for the six months ended June 30, 2021 compared to 0.41% for the six months ended June 30, 2020. Our annualized return on average stockholders’ equity was 12.54% for the six months ended June 30, 2021 compared to 3.16% for the six months ended June 30, 2020. Our efficiency ratio was 51.61% for the six months ended June 30, 2021 compared to 60.30% for the six months ended June 30, 2020

Net Interest Income

Net interest income, representing interest income less interest expense, is a significant contributor to our revenues and earnings. We generate interest income from interest and dividends on interest-earning assets, which include loans, leases and investment securities we own. We incur interest expense from interest paid on interest-bearing liabilities, which include interest-bearing deposits, subordinated debt, Federal Home Loan Bank advances, Paycheck Protection Program Liquidity Facility, junior subordinated debentures and other borrowings. To evaluate net interest income, we measure and monitor (i) yields on our loans and other interest-earning assets, (ii) the costs of our deposits and other funding sources, (iii) our net interest spread, and (iv) our net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as the annualized net interest income divided by average interest-earning assets. Because non-interest-bearing sources of funds, such as non-interest-bearing deposits and stockholders’ equity, also fund interest-earning assets, net interest margin includes the benefit of these non-interest-bearing sources.

We also recognize income from the accretable discounts associated with the purchase of interest-earning assets. Because of our recapitalization and bank acquisitions, we derive a portion of our interest income from the accretable discounts on acquired loans. The accretion is generally recognized over the life of the loan and is impacted by changes in expected cash flows on the loan. This accretion will continue to have an impact on our net interest income as long as loans acquired with a discount at acquisition represent a meaningful portion of our interest-earning assets. As of June 30, 2021, acquired loans with evidence of credit deterioration accounted for under ASC Topic 310-30, Accounting for Purchased Loans with Deteriorated Credit Quality, represented 3.7% of our total loan portfolio compared to 4.7% at December 31, 2020.

Changes in the market interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and non-interest-bearing liabilities, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. In addition, our interest income includes the accretion of the discounts on our acquired loans, which will also affect our net interest spread, net interest margin and net interest income.

The following tables present, for the periods indicated, information about (i) average balances, the total dollar amount of interest income from interest-earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest margin. Yields have been calculated on a pre-tax basis (dollars in thousands).


	Three Months Ended June 30,
	2021									2020
	Average Balance(5)			Interest Inc / Exp			Average Yield / Rate			Average Balance(5)			Interest Inc / Exp			Average Yield / Rate
ASSETS
Cash and cash equivalents	$	75,382		$	28			0.15	%	$	58,971		$	25			0.17	%
Loans and leases(1)		4,491,197			54,324			4.85	%		4,283,654			50,153			4.71	%
Taxable securities		1,477,070			5,947			1.62	%		1,243,604			7,021			2.27	%
Tax-exempt securities(2)		187,967			1,281			2.73	%		117,340			894			3.06	%
Total interest-earning assets	$	6,231,616		$	61,580			3.96	%	$	5,703,569		$	58,093			4.10	%
Allowance for loan and lease losses		(65,848	)								(43,009	)
All other assets		554,724									526,414
TOTAL ASSETS	$	6,720,492								$	6,186,974
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Interest checking	$	626,886		$	220			0.14	%	$	392,070		$	165			0.17	%
Money market accounts		1,052,223			279			0.11	%		1,214,713			946			0.31	%
Savings		607,035			72			0.05	%		511,049			61			0.05	%
Time deposits		717,795			487			0.27	%		976,710			3,074			1.27	%
Total interest-bearing deposits		3,003,939			1,058			0.14	%		3,094,542			4,246			0.55	%
Other borrowings		642,586			482			0.30	%		534,766			476			0.36	%
Subordinated notes and debentures		110,030			1,597			5.82	%		40,180			574			5.75	%
Total borrowings		752,616			2,079			1.11	%		574,946			1,050			0.73	%
Total interest-bearing liabilities	$	3,756,555		$	3,137			0.33	%	$	3,669,488		$	5,296			0.58	%
Non-interest-bearing demand deposits		2,085,358									1,692,723
Other liabilities		68,089									48,884
Total stockholders’ equity		810,490									775,879
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,720,492								$	6,186,974
Net interest spread(3)								3.63	%								3.52	%
Net interest income, fully taxable equivalent				$	58,443								$	52,797
Net interest margin, fully taxable equivalent(2)(4)								3.76	%								3.72	%
Tax-equivalent adjustment					(269	)		0.02	%					(188	)		0.01	%
Net interest income				$	58,174								$	52,609
Net interest margin(4)								3.74	%								3.71	%

Net loan accretion impact on margin				$	1,395			0.09	%				$	3,172			0.22	%

(1)

Loan and lease balances are net of deferred origination fees and costs and initial direct costs. Non-accrual loans and leases are included in total loan and lease balances.

(2)

Interest income and rates include the effects of a tax equivalent adjustment to adjust tax-exempt investment income on tax-exempt investment securities to a fully taxable basis, assuming a federal income tax rate of 21%.

(3)

Represents the average rate earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

(4)

Represents net interest income (annualized) divided by total average interest-earning assets.

(5)

Average balances are average daily balances.


	Six Months Ended June 30,
	2021									2020
	Average Balance(5)			Interest Inc / Exp			Average Yield / Rate			Average Balance(5)			Interest Inc / Exp			Average Yield / Rate
ASSETS
Cash and cash equivalents	$	65,484		$	56			0.17	%	$	48,952		$	182			0.75	%
Loans and leases(1)		4,461,884			108,132			4.89	%		4,041,433			104,311			5.19	%
Taxable securities		1,453,976			11,326			1.57	%		1,209,362			15,337			2.55	%
Tax-exempt securities(2)		183,689			2,475			2.72	%		101,010			1,571			3.13	%
Total interest-earning assets	$	6,165,033		$	121,989			3.99	%	$	5,400,757		$	121,401			4.52	%
Allowance for loan and lease losses		(66,415	)								(38,336	)
All other assets		555,877									514,042
TOTAL ASSETS	$	6,654,495								$	5,876,463
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Interest checking	$	587,030		$	419			0.14	%	$	365,487		$	425			0.23	%
Money market accounts		1,087,964			660			0.12	%		1,088,459			3,160			0.58	%
Savings		592,350			139			0.05	%		495,660			122			0.05	%
Time deposits		747,366			1,261			0.34	%		1,045,153			8,343			1.61	%
Total interest-bearing deposits		3,014,710			2,479			0.17	%		2,994,759			12,050			0.81	%
Other borrowings		646,093			984			0.31	%		527,937			2,373			0.90	%
Subordinated notes and debentures		109,945			3,193			5.86	%		38,782			1,214			6.30	%
Total borrowings		756,038			4,177			1.11	%		566,719			3,587			1.27	%
Total interest-bearing liabilities	$	3,770,748		$	6,656			0.36	%	$	3,561,478		$	15,637			0.88	%
Non-interest-bearing demand deposits		2,005,213									1,495,761
Other liabilities		70,052									48,571
Total stockholders’ equity		808,482									770,653
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,654,495								$	5,876,463
Net interest spread(3)								3.63	%								3.64	%
Net interest income, fully taxable equivalent				$	115,333								$	105,764
Net interest margin, fully taxable equivalent(2)(4)								3.77	%								3.94	%
Tax-equivalent adjustment					(519	)		0.01	%					(330	)		0.01	%
Net interest income				$	114,814								$	105,434
Net interest margin(4)								3.76	%								3.93	%

Net loan accretion impact on margin				$	3,363			0.11	%				$	6,843			0.25	%

(1)

Loan and lease balances are net of deferred origination fees and costs and initial direct costs. Non-accrual loans and leases are included in total loan and lease balances.

(2)

(3)

Represents the average rate earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

(4)

Represents net interest income (annualized) divided by total average interest-earning assets.

(5)

Average balances are average daily balances.

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 sets forth the effects of changing rates and volumes on our net interest income during the periods shown. Information is provided with respect to (i) effects on interest income attributable to changes in volume (changes in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Changes applicable to both volume and rate have been allocated to volume. Yields have been calculated on a pre-tax basis. The table below is a summary of increases and decreases in interest income and interest expense resulting from changes in average balances (volume) and changes in average interest rates (dollars in thousands):


	Three Months Ended June 30, 2021 compared to Three Months Ended June 30, 2020
	Increase (Decrease) Due to
	Volume			Rate			Total
Interest income
Cash and cash equivalents	$	6		$	(3	)	$	3
Loans and leases(1)		2,676			1,495			4,171
Taxable securities		941			(2,015	)		(1,074	)
Tax-exempt securities		484			(97	)		387
Total interest income	$	4,107		$	(620	)	$	3,487
Interest expense
Deposits
Interest checking	$	84		$	(29	)	$	55
Money market accounts		(61	)		(606	)		(667	)
Savings		11			—			11
Time deposits		(152	)		(2,435	)		(2,587	)
Total interest-bearing deposits		(118	)		(3,070	)		(3,188	)
Other borrowings		86			(80	)		6
Subordinated notes and debentures		1,016			7			1,023
Total borrowings		1,102			(73	)		1,029
Total interest expense	$	984		$	(3,143	)	$	(2,159	)
Net interest income, fully taxable equivalent	$	3,123		$	2,523		$	5,646

(1)

Includes loans and leases on non-accrual status.

Net interest income for the three months ended June 30, 2021 was $58.2 million compared to $52.6 million during the same period in 2020, an increase of $5.6 million, or 10.6%. Interest income increased $3.4 million for the three months ended June 30, 2021 compared to the same period in 2020 primarily a result of increased average balance on loans and leases, offset by lower market interest rates. Interest expense decreased by $2.2 million for the three months ended June 30, 2021 compared to the same period in 2020 mostly due to decreases in the average rates paid on deposits and other borrowings.


	Six Months Ended June 30, 2021 compared to Six Months Ended June 30, 2020
	Increase (Decrease) Due to
	Volume			Rate			Total
Interest income
Cash and cash equivalents	$	15		$	(141	)	$	(126	)
Loans and leases(1)		9,833			(6,012	)		3,821
Taxable securities		1,866			(5,877	)		(4,011	)
Tax-exempt securities		1,109			(205	)		904
Total interest income	$	12,823		$	(12,235	)	$	588
Interest expense
Deposits
Interest checking	$	157		$	(163	)	$	(6	)
Money market accounts		(17	)		(2,483	)		(2,500	)
Savings		17			—			17
Time deposits		(500	)		(6,582	)		(7,082	)
Total interest-bearing deposits		(343	)		(9,228	)		(9,571	)
Other borrowings		156			(1,545	)		(1,389	)
Subordinated notes and debentures		2,064			(85	)		1,979
Total borrowings		2,220			(1,630	)		590
Total interest expense	$	1,877		$	(10,858	)	$	(8,981	)
Net interest income, fully taxable equivalent	$	10,946		$	(1,377	)	$	9,569

(1)

Includes loans and leases on non-accrual status.

Net interest income for the six months ended June 30, 2021 was $114.8 million compared to $105.4 million during the same period in 2020, an increase of $9.4 million, or 8.9%. Interest income increased $399,000 for the six months ended June 30, 2021 compared to the same period in 2020 primarily a result of decreased average yields on loans and leases as market interest rates decreased from a year ago and the onset of PPP loans, partly offset by loan and lease growth through originations. Interest expense decreased by $9.0 million for the six months ended June 30, 2021 compared to the same period in 2020 mostly due to decreases in the average rates paid on deposits and other borrowings as well as a change in deposit mix.

The net interest margin for the three months ended June 30, 2021 was 3.74%, a decrease of three basis points compared to 3.71% for the three months ended June 30, 2020. The primary drivers of the decrease for the three month period was a decrease in average loan and lease yields and lower securities yields resulting from decreased market interest rates, lower-yielding PPP loan balances, and decreased loan accretion. Those decreases were partly offset by a lower cost of funds resulting from decreased market interest rates and the access of funds available to borrow at a lower cost as well as higher non-interest-bearing demand deposit balances.

The net interest margin for the six months ended June 30, 2021 was 3.76% a decrease of 17 basis points compared to 3.93% for the six months ended June 30, 2020. The primary drivers of the decrease for the six month period was a decrease in average loan and lease yields and lower securities yields resulting from decreased market interest rates, lower-yielding PPP loan balances, and decreased loan accretion. Those decreases were partly offset by a lower cost of funds resulting from decreased market interest rates and the access of funds available to borrow at a lower cost as well as higher non-interest-bearing demand deposit balances.

Net loan accretion income was $1.4 million for the three months ended June 30, 2021 compared to $3.2 million for the three months ended June 30, 2020, a decrease of $1.7 million, or 46.4%. Net loan accretion income was $3.4 million for the six months ended June 30, 2021 compared to $6.8 million for the six months ended June 30, 2020, a decrease of $3.5 million or 50.9%. Total net loan accretion on acquired loans contributed 9 basis points to the net interest margin for the three months ended June 30, 2021 compared to 22 basis points for the three months ended June 30, 2020. Total net loan accretion on acquired loans contributed 11 basis points to the net interest margin for the six months ended June 30, 2021 compared to 25 basis points for the six months ended June 30, 2020. Projected accretion income as of June 30, 2021 is summarized as follows:


	Estimated Projected Accretion(1)(2)
Last six months of 2021	$	1,971
2022		3,598
2023		1,711
2024		613
2025		135
Thereafter		1,364
Total	$	9,393

(1)

Estimated projected accretion excludes contractual interest income on ASC 310-310 loans.

(2)

Projections are updated quarterly, assume no prepayments, and are subject to change; including the Company’s expected adoption of ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments.

Provision for Loan and Lease Losses

The provision for loan and lease losses represents a charge to earnings necessary to establish an allowance for loan and lease losses that, in management’s evaluation, is appropriate to provide coverage for probable losses incurred in the loan and lease portfolio. The allowance for loan and lease losses is increased by the provision for loan and lease losses and is decreased by charge-offs, net of recoveries on prior charge-offs.

Provisions for loan and lease losses was a release of $2.0 million and a provision increase of $15.5 million for the three months ended June 30, 2021 and 2020, respectively, a decrease of $17.5 million, or 112.7%. Provisions for loan and lease losses was $2.4 million and $30.0 million for the six months ended June 30, 2021 and 2020, respectively, a decrease of $27.6 million, or 92.0%.

The ALLL as a percentage of loans and leases decreased from 1.53% at December 31, 2020 to 1.38% at June 30, 2021. The ALLL as a percentage of loans and leases excluding PPP loans was 1.55% and 1.73% at June 30, 2021 and December 31, 2020, respectively.

Non-Interest Income

Non-interest income was $21.0 million for the three months ended June 30, 2021 compared to $12.8 million for the three months ended June 30, 2020, an increase of $8.2 million, or 63.7%. The increase was primarily due to an increase in net gains on sale of loans, an upward revaluation of loan servicing assets and higher other non-interest income.


	Three Months Ended June 30,						Six Months Ended June 30,						QTD 2021 Compared to 2020						YTD 2021 Compared to 2020
	2021			2020			2021			2020			$ Change			% Change			$ Change			% Change
Fees and service charges on deposits	$	1,768		$	1,455		$	3,432		$	3,128		$	313			21.5	%	$	304			9.7	%
Loan servicing revenue		3,188			2,980			5,957			5,738			208			7.0	%		219			3.8	%
Loan servicing asset revaluation		7			(711	)		(1,498	)		(3,775	)		718		NM				2,277			(60.3	)%
ATM and interchange fees		1,044			845			2,056			2,061			199			23.6	%		(5	)		(0.2	)%
Net gain (loss) on sales of securities available-for-sale		(136	)		—			1,326			1,375			(136	)	NM				(49	)		(3.6	)%
Change in fair value of equity securities, net		517			766			311			147			(249	)		(32.5	)%		164			111.6	%
Net gains on sales of loans		12,270			6,456			20,589			11,229			5,814			90.1	%		9,360			83.4	%
Wealth management and trust income		722			608			1,490			1,277			114			18.8	%		213			16.7	%
Other non-interest income		1,622			430			3,081			956			1,192			277.2	%		2,125			222.3	%
Total non-interest income	$	21,002		$	12,829		$	36,744		$	22,136		$	8,173			63.7	%	$	14,608			66.0	%

Fees and service charges on deposits represent amounts charged to customers for banking services, such as fees on deposit accounts, and include, but are not limited to, maintenance fees, insufficient fund fees, overdraft protection fees, wire transfer fees, and other charges. Fees and service charges on deposits were $1.8 million and $1.5 million for the three months ended June 30, 2021 and 2020, respectively. Fees and service charges on deposits were $3.4 million and $3.1 million for the six months ended June 30, 2021 and 2020, respectively.

While portions of the loans that we originate are sold and generate gains on sale revenue, servicing rights for the majority of loans that we sell are retained by us. In exchange for continuing to service loans that have been sold, we receive servicing revenue from a portion of the interest cash flow of the loan. We generated $3.2 million and $3.0 million in loan servicing revenue on the sold portion of the U.S. government guaranteed loans for the three months ended June 30, 2021 and 2020, respectively. We generated $6.0 million and $5.7 million in loan servicing revenue on the sold portion of the U.S. government guaranteed loans for the six months ended June 30, 2021 and 2020, respectively. At June 30, 2021 and 2020, the outstanding balance of guaranteed loans serviced was $1.6 billion and $1.4 billion, respectively.

Loan servicing asset revaluation represents net changes in the fair value of our servicing assets. Loan servicing asset revaluation had a upward adjustment of $7,000 for the three months ended June 30, 2021 compared to a downward adjustment of $711,00 for the three months ended June 30, 2020, an increase of $718,000, or 101.0% due to changes in discount rates and prepayment speeds]. Loan servicing asset revaluation had a downward adjustment of $1.5 million for the six months ended June 30, 2021 compared to a downward adjustment of $3.8 million for the six months ended June 30, 2020, a decrease of $2.3 million, or (60.3)% due to changes in market premiums and prepayment speeds.

ATM and interchange fees were $1.0 million for the three months ended June 30, 2021 compared to $845,00 for the three months ended June 30, 2020, an increase of $199,000, or 23.6%. The increase was primarily driven by increased transactional account volume and higher interchange income.

Change in fair value of equity securities, net, were increases of $517,000 and $766,000 for the three months ended June 30, 2021 and 2020, respectively. Changes in fair value of equity securities, net, were an increase of $311,000 and an increase of $147,000 for the six months ended June 30, 2021 and 2020, respectively. The amounts recorded during the periods were driven by market conditions.

Net gains on sales of loans were $12.3 million for the three months ended June 30, 2021 compared to $6.5 million for the three months ended June 30, 2020, an increase of $5.8 million, or 90.1%. We sold $100.3 million of U.S. government guaranteed loans during the three months ended June 30, 2021 compared to $78.7 million during the three months ended June 30, 2020. Net gains on sales of loans were $20.6 million for the six months ended June 30, 2021 compared to $11.3 million for the six months ended June 30, 2020, an increase of $9.4 million, or 83.4%. We sold $174.7 million of U.S. government guaranteed loans during the six months ended June 30, 2021 compared to $139.7 million during the six months ended June 30, 2020.

Wealth management and trust income represents fees charged to customers for investment, trust, or wealth management services and are primarily determined by total assets under management. Wealth management and trust income was $722,000 for the three months ended June 30, 2021 compared to $608,000 for the three months ended June 30, 2020. Wealth management and trust income was $1.5 million for the six months ended June 30, 2021 compared to $1.3 million for the six months ended June 30, 2020. The variances were mostly driven by market conditions.

Other non-interest income was $1.6 million for the three months ended June 30, 2021 compared to $430,000 for the three months ended June 30, 2020, an increase of $1.2 million or 277.5%. The primary driver of the increase in the period was increased customer derivative products income and bank-owned life insurance income. Other non-interest income was $3.1 million for the six months ended June 30, 2021 compared to $956,000 for the six months ended June 30, 2020, an increase of $2.1 million or 222.3%. The primary driver of the increase in the period was increased customer derivative products income and bank-owned life insurance income.

Non-Interest Expense

Non-interest expense was $43.0 million for the three months ended June 30, 2021 compared to $37.1 million for the three months ended June 30, 2020, an increase of $5.9 million, or 16.0%. The increase was primarily due to an increase in salaries and employee benefits.

Non-interest expense was $81.8 million for the six months ended June 30, 2021 compared to $80.7 million for the six months ended June 30, 2020, an increase of $1.1 million, or 1.4%. The increase was primarily due to a decrease in salaries and employee benefits offset by decreases in other non-interest expense.

The following table presents the major components of our non-interest expense for the periods indicated (dollars in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,				QTD 2021 Compared to 2020						YTD 2021 Compared to 2020
	2021		2020		2021		2020		$ Change			% Change			$ Change			% Change
Salaries and employee benefits	$	24,588	$	19,405	$	46,394	$	44,071	$	5,183			26.7	%	$	2,323			5.3	%
Occupancy and equipment expense, net		4,856		5,359		10,635		10,883		(503	)		(9.4	)%		(248	)		(2.3	)%
Loan and lease related expenses		1,503		1,260		2,454		2,578		243			19.3	%		(124	)		(4.8	)%
Legal, audit and other professional fees		2,898		2,078		5,112		4,412		820			39.5	%		700			15.9	%
Data processing		2,847		2,826		5,602		5,491		21			0.7	%		111			2.0	%
Net loss recognized on other real estate owned and other related expenses		389		456		1,010		975		(67	)		(14.7	)%		35			3.6	%
Other intangible assets amortization expense		1,848		1,892		3,597		3,785		(44	)		(2.3	)%		(188	)		(5.0	)%
Other non-interest expense		4,052		3,777		7,019		8,519		275			7.3	%		(1,500	)		(17.6	)%
Total non-interest expense	$	42,981	$	37,053	$	81,823	$	80,714	$	5,928			16.0	%	$	1,109			1.4	%

Salaries and employee benefits, the single largest component of our non-interest expense, totaled $24.6 million for the three months ended June 30, 2021 compared to $19.4 million for the three months ended June 30, 2020, an increase of $5.2 million, or 26.7%. The increase was primarily a result of deferrals associated with PPP originations during the second quarter of 2020. Salaries and employee benefits, totaled $46.4 million for the six months ended June 30, 2021, compared to $44.1 million for the six months ended June 30, 2020, an increase of $2.3 million, or 5.3%. The increase resulted from an increases in incentive compensation.

Occupancy and equipment expense was $4.9 million for the three months ended June 30, 2021 compared to $5.4 million for the three months ended June 30, 2020, a decrease of $503,000, or 9.4%. The decrease was result of decreased maintenance fees. Occupancy and equipment expense was $10.6 million for the six months ended June 30, 2021 compared to $10.9 million for the six months ended June 30, 2020, a decrease of $248,000, or 2.3%. The decrease was result of lower lease obligation expense.

Loan and lease related expenses were $1.5 million for the three months ended June 30, 2021 compared to $1.3 million for the three months ended June 30, 2020, an increase of $243,000, or 19.3%. The increase was principally driven by higher reimbursable expenses associated with government guaranteed loan originations. Loan and lease related expenses were $2.5 million for the six months ended June 30, 2021 compared to $2.6 million for the six months ended June 30, 2020, a decrease of $124,000, or 4.8%. The decrease was principally driven by lower broker fees.

Legal, audit, and other professional fees were $2.9 million for the three months ended June 30, 2021 compared to $2.1 million for the three months ended June 30, 2020, an increase of $818,000, or 39.5%. The increase was mainly driven by increases in consulting fees. Legal, audit, and other professional fees were $5.1 million for the six months ended June 30, 2021 compared to $4.4 million for the six months ended June 30, 2020, an increase of $700,000, or 15.9%. The increase was mainly driven by increases in legal fees.

Other non-interest expense was $4.1 million for the three months ended June 30, 2021 compared to $3.8 million for the three months ended June 30, 2020, an increase of $275,000 or 7.3%. The increase was mostly due to higher impairment charges. Other non-interest expense was $7.0 million for the six months ended June 30, 2021 compared to $8.5 million for the six months ended June 30, 2020, a decrease of $1.5 million or 17.6%. The decrease was driven by lower regulatory, advertising and promotion, and telecommunications expenses offset by higher asset impairment charges.

Our efficiency ratio was 51.95% for the three months ended June 30, 2021 compared to 53.73% for the three months ended June 30, 2020. The improvement in our efficiency ratio for the three months ended June 30, 2021 was driven by both a decrease in our non-interest expense and an increase in our non-interest income. Our adjusted efficiency ratio was 49.50% for the three months ended June 30, 2021 compared to 53.73% for the three months ended June 30, 2020. Please refer to the “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure.

Income Taxes

Our provision for income taxes for the three months ended June 30, 2021 totaled $9.7 million compared to $3.7 million for the three months ended June 30, 2020. The increase in income tax expense was principally due to increased income before provision for income taxes during the period. Our effective tax rate was 25.3% for the three months ended June 30, 2021 and 29.0% for the three months ended June 30, 2020.

Our provision for income taxes for the six months ended June 30, 2021 totaled $17.0 million compared to $4.8 million for the six months ended June 30, 2020. The increase in income tax expense was principally due to increased income before provision for income taxes during the period. Our effective tax rate was 25.3% for the six months ended June 30, 2021 and 28.3% for the six months ended June 30, 2020.

Financial Condition

Balance Sheet Analysis

Our total assets increased by $150.0 million, or 2.3%, to $6.5 billion at June 30, 2021 compared to $6.4 billion at December 31, 2020. The increase in total assets includes an increase of $128.9 million, or 3.0%, in loans and leases from $4.3 billion at December 31, 2020 to $4.5 billion at June 30, 2021. Our originated loan and lease portfolio increased by $244.9 million and our acquired loan and lease portfolio decreased by $115.9 million. The increase in our originated portfolio was primarily attributed to organic loan and lease growth, mostly PPP loans, and renewals of acquired non-impaired loans that are now reflected with originated loans. The decrease in our acquired portfolio was attributed to renewals reflected in originated loans, payoffs, and pay downs during the period.

Total liabilities increased by $138.3 million, or 2.5%, to $5.7 billion at June 30, 2021 compared to $5.6 billion at December 31, 2020. Total deposits increased by $340.2 million, or 7.2%, driven by growth in non-interest-bearing deposits, money market demand deposits, and interest-bearing checking accounts, partly offset by a decrease in time deposits. Borrowings decreased by $201.1 million, or 31.0%, mainly due to an decrease in FHLB advances.

Investment Portfolio

Our investment securities portfolio consists of securities classified as available-for-sale and held-to-maturity. There were no securities classified as trading in our investment portfolio as of June 30, 2021 or December 31, 2020. All available-for sale securities are carried at fair value and may be used for liquidity purposes should management consider it to be in our best interest. Securities available-for-sale consist primarily of residential mortgage-backed securities, commercial mortgage- backed securities and U.S. government agencies securities.

Securities available-for-sale increased $48.6 million, or 3.4%, from $1.4 billion at December 31, 2020 to $1.5 billion at June 30, 2021. The increase was mainly attributed to purchases of mortgage-backed securities.

At June 30, 2021, our held-to-maturity securities portfolio consists of obligations of states, municipalities and political subdivisions. We carry these securities at amortized cost. Securities held-to-maturity were $3.9 million at June 30, 2021 and $4.4 million at December 31, 2020.

We had no securities that were classified as having other-than-temporary-impairment (“OTTI”) as of June 30, 2021 or December 31, 2020.

The following table summarizes the fair value of the available-for-sale and held-to-maturity securities portfolio as of the dates presented (dollars in thousands):


	June 30, 2021				December 31, 2020
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Available-for-sale
U.S. Treasury Notes	$	13,481	$	13,639	$	23,468	$	23,812
U.S. Government agencies		130,724		130,710		113,088		113,551
Obligations of states, municipalities, and political subdivisions		101,695		106,090		135,513		142,419
Residential mortgage-backed securities
Agency		828,898		823,192		764,951		778,391
Non-agency		60,718		60,470		32,654		32,981
Commercial mortgage-backed securities
Agency		254,073		256,164		244,496		250,152
Corporate securities		62,977		65,245		59,020		60,768
Asset-backed securities		40,201		40,279		45,255		45,156
Total	$	1,492,767	$	1,495,789	$	1,418,445	$	1,447,230


	June 30, 2021				December 31, 2020
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Held-to-maturity
Obligations of states, municipalities, and political subdivisions	$	3,890	$	4,047	$	4,395	$	4,573
Total	$	3,890	$	4,047	$	4,395	$	4,573

Certain securities have fair values less than amortized cost and, therefore, contain unrealized losses. At June 30, 2021, we evaluated the securities which had an unrealized loss for OTTI and determined all declines in value to be temporary. There were 83 investment securities with unrealized losses at June 30, 2021. We anticipate full recovery of amortized cost with respect to these securities by maturity, or sooner in the event of a more favorable market interest rate environment. We do not intend to sell these securities and it is not more likely than not that we will be required to sell them before recovery of their amortized cost basis, which may be at maturity.

The following tables (dollars in thousands) set forth certain information regarding contractual maturities and the weighted average yields of our investment securities as of the dates presented. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.


	Maturity as of June 30, 2021
	Due in One Year or Less					Due from One to Five Years					Due from Five to Ten Years					Due after Ten Years
	Amortized Cost		Weighted Average Yield(1)			Amortized Cost		Weighted Average Yield(1)			Amortized Cost		Weighted Average Yield(1)			Amortized Cost		Weighted Average Yield(1)
Available-for-sale
U.S. Treasury Notes	$	13,481		2.62	%	$	—		0.00	%	$	—		0.00	%	$	—		0.00	%
U.S. government agencies		2,486		2.73	%		—		0.00	%		109,138		1.17	%		19,100		1.32	%
Obligations of states, municipalities, and political subdivisions		10,739		2.37	%		17,965		2.48	%		21,328		2.84	%		51,663		2.34	%
Residential mortgage-backed securities
Agency		—		0.00	%		702		1.34	%		92,585		1.47	%		735,611		1.20	%
Non-agency		—		0.00	%		—		0.00	%		—		0.00	%		60,718		1.99	%
Commercial mortgage- backed securities
Agency		—		0.00	%		7,552		3.35	%		13,181		1.58	%		233,340		2.04	%
Corporate securities		2,004		3.53	%		9,132		2.43	%		51,841		4.15	%		—		0.00	%
Asset-backed securities		—		0.00	%		—		0.00	%		20,644		1.77	%		19,557		1.47	%
Total	$	28,710		2.60	%	$	35,351		2.63	%	$	308,717		1.94	%	$	1,119,989		1.48	%


	Maturity as of June 30, 2021
	Due in One Year or Less					Due from One to Five Years					Due from Five to Ten Years					Due after Ten Years
	Amortized Cost		Weighted Average Yield(1)			Amortized Cost		Weighted Average Yield(1)			Amortized Cost		Weighted Average Yield(1)			Amortized Cost		Weighted Average Yield(1)
Held-to-maturity
Obligations of states, municipalities, and political subdivisions	$	—		0.00	%	$	3,890		2.62	%	$	—		0.00	%	$	—		0.00	%
Total	$	—		0.00	%	$	3,890		2.62	%	$	—		0.00	%	$	—		0.00	%

(1)

The weighted average yields are based on amortized cost.


	Maturity as of December 31, 2020
	Due in One Year or Less					Due from One to Five Years					Due from Five to Ten Years					Due after Ten Years
	Amortized Cost		Weighted Average Yield(1)			Amortized Cost		Weighted Average Yield(1)			Amortized Cost		Weighted Average Yield(1)			Amortized Cost		Weighted Average Yield(1)
Available-for-sale
U.S. Treasury Notes	$	14,998		2.52	%	$	8,470		2.51	%	$	—		0.00	%	$	—		0.00	%
U.S. government agencies		498		2.42	%		1,977		2.80	%		91,430		1.26	%		19,183		1.32	%
Obligations of states, municipalities, and political subdivisions		8,944		2.47	%		22,208		2.45	%		22,101		2.79	%		82,260		2.39	%
Residential mortgage-backed securities
Agency		—		0.00	%		975		1.35	%		85,519		1.37	%		678,457		1.40	%
Non-agency		—		0.00	%		—		0.00	%		—		0.00	%		32,654		2.72	%
Commercial mortgage- backed securities
Agency		—		0.00	%		7,504		3.35	%		13,198		1.56	%		223,794		2.02	%
Corporate securities		2,500		3.25	%		8,703		3.08	%		47,817		4.05	%		—		0.00	%
Asset-backed securities		—		0.00	%		—		0.00	%		10,753		2.28	%		34,502		1.42	%
Total	$	26,940		2.57	%	$	49,837		2.70	%	$	270,818		1.97	%	$	1,070,850		1.64	%


	Maturity as of December 31, 2020
	Due in One Year or Less					Due from One to Five Years					Due from Five to Ten Years					Due after Ten Years
	Amortized Cost		Weighted Average Yield(1)			Amortized Cost		Weighted Average Yield(1)			Amortized Cost		Weighted Average Yield(1)			Amortized Cost		Weighted Average Yield(1)
Held-to-maturity
Obligations of states, municipalities, and political subdivisions	$	501		1.50	%	$	3,894		2.62	%	$	—		0.00	%	$	—		0.00	%
Total	$	501		1.50	%	$	3,894		2.62	%	$	—		0.00	%	$	—		0.00	%

(1)

The weighted average yields are based on amortized cost.

As of June 30, 2021, investment securities indexed to LIBOR were $63.8 million.

Total non-taxable securities classified as obligations of states, municipalities and political subdivisions were $76.4 million at June 30, 2021, an decrease of $1.1 million from December 31, 2020.

There were no holdings of securities of any one issuer, other than U.S. government-sponsored entities and agencies, with total outstanding balances greater than 10% of our stockholders’ equity as of June 30, 2021 or December 31, 2020.

Restricted Stock

As a member of the Federal Home Loan Bank system, Byline Bank is required to maintain an investment in the capital stock of the FHLB. No market exists for this stock, and it has no quoted market value. The stock is redeemable at par by the FHLB and is, therefore, carried at cost. In addition, Byline Bank owns stock of Bankers’ Bank that was acquired as part of a bank acquisition. The stock is redeemable at par and carried at cost. As of June 30, 2021 and December 31, 2020, we held $11.9 million and $10.5 million, respectively, in FHLB and Bankers’ Bank stock. We evaluate impairment of our investment in FHLB and Bankers’ Bank based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. We did not identify any indicators of impairment of FHLB and Bankers’ Bank stock as of June 30, 2021 and December 31, 2020.

Loan and Lease Portfolio

Lending-related income is the most important component of our net interest income and is the main driver of the results of our operations. Total loans and leases at June 30, 2021 and December 31, 2020 were $4.5 billion and $4.3 billion, respectively, an increase of $128.9 million, or 3.0%. Originated loans were $3.9 billion at June 30, 2021, an increase of $244.9 million, or 6.7%, compared to $3.7 billion at December 31, 2020. Acquired impaired loans and acquired non-impaired loans and leases were $556.1 million at June 30, 2021, a decrease of $115.9 million, or 17.3%, compared to $672.1 million at December 31, 2020. The increase in our originated portfolio was primarily attributed to organic loan and lease growth, primarily PPP loans, and renewals of acquired non-impaired loans that are now reflected with originated loans. The decrease in our acquired portfolio is attributed to renewals reflected in originated loans, payoffs, and pay downs during the period.

We strive to maintain a relatively diversified loan portfolio to help reduce the risk inherent in concentration in certain types of collateral. Loans, excluding leases, are typically made to real estate, manufacturing, wholesale, retail and service businesses for working capital needs, business expansions and operations. The Company's exposure to certain industries as of June 30, 2021 represents the following percentages of the portfolio: 29.3% real estate, 15.0% manufacturing, 7.8% retail trade, 6.7% wholesale trade, 6.0% accommodation and food service, 5.9% consumer, and all other industries individually represent less than 5% of the portfolio or 29.3% of the total loan portfolio. As of June 30, 2021, the loan portfolio included $433.8 million of unguaranteed 7(a) SBA and USDA loans with exposure to the following top three industries: 17.2% food services, 15.1% retail trade, and 12.7% manufacturing. The following table shows our allocation of originated, acquired impaired and acquired non-impaired loans and leases as of the dates presented (dollars in thousands):


	June 30, 2021						December 31, 2020
	Amount			% of Total			Amount			% of Total
Originated loans and leases
Commercial real estate	$	1,156,824			25.9	%	$	1,017,587			23.5	%
Residential real estate		389,758			8.7	%		414,220			9.6	%
Construction, land development, and other land		271,710			6.1	%		226,408			5.2	%
Commercial and industrial		1,350,471			30.2	%		1,276,527			29.4	%
Paycheck Protection Program		476,282			13.8	%		517,815			11.9	%
Installment and other		982			0.0	%		1,267			0.0	%
Leasing financing receivables		267,300			6.0	%		214,636			4.9	%
Total originated loans and leases	$	3,913,327			87.6	%	$	3,668,460			84.5	%
Acquired impaired loans
Commercial real estate	$	91,313			2.0	%	$	108,484			2.5	%
Residential real estate		67,401			1.5	%		78,840			1.9	%
Construction, land development, and other land		2,008			0.0	%		4,113			0.1	%
Commercial and industrial		7,444			0.2	%		10,178			0.2	%
Installment and other		180			0.0	%		202			0.0	%
Total acquired impaired loans	$	168,346			3.7	%	$	201,817			4.7	%
Acquired non-impaired loans and leases
Commercial real estate	$	254,739			6.0	%	$	295,599			6.8	%
Residential real estate		65,119			1.5	%		79,211			1.8	%
Construction, land development, and other land		208			0.0	%		212			0.0	%
Commercial and industrial		58,320			1.3	%		82,195			1.9	%
Installment and other		311			0.0	%		536			0.0	%
Leasing financing receivables		9,087			0.3	%		12,505			0.3	%
Total acquired non-impaired loans and leases	$	387,784			8.7	%	$	470,258			10.8	%
Total loans and leases	$	4,469,457			100.0	%	$	4,340,535			100.0	%
Allowance for loan and lease losses		(61,719	)					(66,347	)
Total loans and leases, net of allowance for loan and lease losses	$	4,407,738					$	4,274,188

Loans collateralized by real estate comprised 51.4% and 51.3% of the loan and lease portfolio at June 30, 2021 and December 31, 2020, respectively. Commercial real estate loans comprised the largest portion of the real estate loan portfolio as of June 30, 2021 and December 31, 2020 and totaled $1.5 billion, or 65.4% of real estate loans and 33.6% of the total loan and lease portfolio at June 30, 2021. At December 31, 2020, commercial real estate loans totaled $1.4 billion and comprised 63.9% of real estate loans and 32.8% of the total loan and lease portfolio. Acquired impaired commercial real estate loans decreased from $108.5 million as of December 31, 2020 to $91.3 million as of June 30, 2021, or 15.8%. At June 30, 2021 and December 31, 2020, commercial real estate loans, including both owner-occupied and non-owner occupied, as a percentage of total capital were 241.1% and 282.5%, respectively. Non-owner occupied commercial real estate loans were $568.3 million and $533.9 million, or 78.1% and 79.0% of total capital, at June 30, 2021 and December 31, 2020, respectively.

Residential real estate loans totaled $522.3 million at June 30, 2021 compared to $572.3 million at December 31, 2020, a decrease of $50.0 million, or 8.7%. The residential real estate loan portfolio comprised 22.7% and 25.7% of real estate loans as of June 30, 2021 and December 31, 2020, respectively, and 11.7% and 13.2% of total loans and leases at June 30, 2021 and December 31, 2020, respectively, respectively. Acquired impaired residential real estate loans decreased from $78.8 million at December 31, 2020 to $67.4 million at June 30, 2021, or 14.5%.

Construction, land development, and other land loans totaled $273.9 million at June 30, 2021 compared to $230.7 million at December 31, 2020, an increase of $43.2 million, or 18.7%. The construction, land development and other land loan portfolio comprised 11.9% and 10.4% of real estate loans at June 30, 2021 and December 31, 2020, respectively, and 5.4% and 5.2% of the total loan and lease portfolio at June 30, 2021 and December 31, 2020, respectively.

Commercial and industrial loans totaled $1.4 billion and $1.4 billion at June 30, 2021 and December 31, 2020, respectively, an increase of $47.3 million, or 3.5%. The commercial and industrial loan portfolio comprised 31.7% and 31.5% of the total loan and lease portfolio at June 30, 2021 and December 31, 2020, respectively.

Lease financing receivables comprised 6.2% and 5.2% of the loan and lease portfolio at June 30, 2021 and December 31, 2020, respectively. Total lease financing receivables were $276.4 million and $227.1 million at June 30, 2021 and December 31, 2020, respectively, an increase of $49.2 million, or 21.7%.

In support of our customers impacted by the COVID-19 pandemic and keeping with regulatory guidance, we began offering relief through payment deferrals during the first quarter of 2020. As of June 30, 2021 we had $2.5 million in active deferrals, or 0.06% of loans and leases excluding PPP loans. The following table shows active deferrals by bucket and category at June 30, 2021 (dollars in thousands):


	Count		Balance		Percentage of Total Loans and Leases(1)
Commercial banking	2		$	2,167	0.05%
Consumer loans		—		—	0.00%
Leasing		3		118	0.00%
Government guaranteed lending		7		1,436	0.04%
Total deferrals	$	12		3,721	0.09%

(1)

Excludes PPP loans

Loan and Lease Portfolio Maturities and Interest Rate Sensitivity

The following table shows our loan and lease portfolio by scheduled maturity at June 30, 2021 (dollars in thousands):


	Due in One Year or Less				Due after One Year Through Five Years				Due after Five Years
	Fixed Rate		Floating Rate		Fixed Rate		Floating Rate		Fixed Rate		Floating Rate		Total
Originated loans and leases
Commercial real estate	$	53,931	$	117,505	$	391,068	$	175,734	$	183,078	$	235,508	$	1,156,824
Residential real estate		17,665		18,388		57,987		68,569		137,457		89,692		389,758
Construction, land development, and other land		27		79,767		19,192		166,382		—		6,342		271,710
Commercial and industrial		150,663		268,582		10,139		513,089		113,844		296,442		1,352,759
Paycheck protection program		—		—		473,994		—		—		—		473,994
Installment and other		102		13		574		10		283		—		982
Leasing financing receivables		10,674		—		228,538		—		28,088		—		267,300
Total originated loans and leases	$	233,062	$	484,255	$	1,181,492	$	923,784	$	462,750	$	627,984	$	3,913,327
Acquired impaired loans
Commercial real estate	$	30,241	$	2,363	$	50,386	$	1,395	$	3,520	$	3,408	$	91,313
Residential real estate		21,601		2,063		26,104		104		14,002		3,527		67,401
Construction, land development, and other land		864		112		1,032		—		—		—		2,008
Commercial and industrial		2,701		103		2,980		92		1,161		407		7,444
Installment and other		1		—		51		—		128		—		180
Total acquired impaired loans	$	55,408	$	4,641	$	80,553	$	1,591	$	18,811	$	7,342	$	168,346
Acquired non-impaired loans and leases
Commercial real estate	$	25,449	$	2,133	$	102,007	$	23,831	$	31,469	$	69,850	$	254,739
Residential real estate		5,512		12,883		17,726		16,797		3,000		9,201		65,119
Construction, land development, and other land		—		—		208		—		—		—		208
Commercial and industrial		4,924		709		20,280		20,308		2,027		10,072		58,320
Installment and other		28		12		189		82		—		—		311
Leasing financing receivables		769		—		8,318		—		—		—		9,087
Total acquired non-impaired loans and leases	$	36,682	$	15,737	$	148,728	$	61,018	$	36,496	$	89,123	$	387,784
Total loans and leases	$	325,152	$	504,633	$	1,410,773	$	986,393	$	518,057	$	724,449	$	4,469,457

At June 30, 2021, 50.4% of the loan and lease portfolio bears interest at fixed rates and 49.6% at floating rates. In addition, $1.3 billion, or 28.4%, of the loan and lease portfolio has interest rate floors of which $1.0 billion were at the interest rate floor as of June 30, 2021. The expected life of our loan portfolio will differ from contractual maturities because borrowers may have the right to curtail or prepay their loans with or without penalties. Because a portion of the portfolio is accounted for under ASC 310-30, the carrying value is significantly affected by estimates and it is impracticable to allocate scheduled payments for those loans based on those estimates. Consequently, the tables presented include information limited to contractual maturities of the underlying loans. As of June 30, 2021 we had $1.1 billion in loans indexed to LIBOR.

Allowance for Loan and Lease Losses

The ALLL is determined by us on a quarterly basis, although we are engaged in monitoring the appropriate level of the allowance on a more frequent basis. The ALLL reflects management’s estimate of probable incurred credit losses inherent in the loan and lease portfolios. The computation includes elements of judgement and high levels of subjectivity.

Factors considered by us include, but are not limited to, actual loss experience, peer loss experience, changes in size and risk profile of the portfolio, identification of individual problem loan and lease situations which may affect a borrower’s ability to repay, and evaluation of the prevailing economic conditions. Changes in conditions may necessitate revision of the estimate in future periods.

We assess the ALLL based on three categories: (i) originated loans and leases, (ii) acquired non-impaired loans and leases, and (iii) acquired impaired loans with further credit deterioration after the acquisitions or our recapitalization.

Total ALLL was $61.7 million at June 30, 2021 compared to $66.3 million at December 31, 2020, a decrease of $4.6, or 7.0%. The decrease was primarily due to net charge-offs during the quarter.

Total ALLL to total loans and leases held for investment, net before ALLL, was 1.38% and 1.53% of total loans and leases at June 30, 2021 and December 31, 2020, respectively. The decrease was primarily driven by an increase in loans and leases, primarily as a result of additional PPP loans originated and net charge-offs exceeding provision during the quarter.

The following tables present an analysis of the allowance of the loan and lease losses for the periods presented (dollars in thousands):


	Commercial Real Estate			Residential Real Estate			Construction, Land Development, and Other Land			Commercial and Industrial			Paycheck Protection Program			Installment and Other			Lease Financing Receivables			Total
Balance at March 31, 2021	$	20,498		$	2,091		$	785		$	40,302		$	—		$	12		$	1,902		$	51,300
Provision for (release of) acquired impaired loans		(22	)		(198	)		3			(97	)		—			—			—			(314	)
Provision for (release of) acquired non-impaired loans and leases		78			(1	)		—			585			—			—			(50	)		612
Provision for (release of) originated loans		(879	)		(531	)		(169	)		(990	)		—			(3	)		305			(2,267	)
Total provision (release)	$	(823	)	$	(730	)	$	(166	)	$	(502	)	$	—		$	(3	)	$	255		$	(1,969	)
Charge-offs for acquired impaired loans		—			—			—			—			—			—			—			—
Charge-offs for acquired non-impaired loans and leases		(41	)		—			—			(228	)		—			—			—			(269	)
Charge-offs for originated loans and leases		(161	)		—			—			(1,601	)		—			—			(385	)		(2,147	)
Total charge-offs	$	(202	)	$	—		$	—		$	(1,829	)	$	—		$	—		$	(385	)	$	(2,416	)
Recoveries for acquired impaired loans		5			2			—			22			—			—			—			29
Recoveries for acquired non-impaired loans and leases		59			1			—			97			—			—			30			187
Recoveries for originated loans and leases		4			—			—			194			—			—			100			298
Total recoveries	$	68		$	3		$	—		$	313		$	—		$	—		$	130		$	514
Less: Net charge-offs		134			(3	)		—			1,516			—			—			255			1,902
Acquired impaired loans		2,191			334			8			1,337			—			—			—			3,870
Acquired non-impaired loans and leases		4,290			91			—			3,200			—			2			62			7,645
Originated loans and leases		13,060			939			611			33,747			—			7			1,840			50,204
Balance at June 30, 2021	$	19,541		$	1,364		$	619		$	38,284		$	—		$	9		$	1,902		$	61,719
Ending ALLL balance
Acquired impaired loans	$	2,191		$	334		$	8		$	1,337		$	—		$	—		$	—		$	3,870
Acquired non-impaired loans and leases and originated loans individually evaluated for impairment		7,607			52			—			17,931			—			—			—			25,590
Acquired non-impaired loans and leases and originated loans and leases collectively evaluated for impairment		9,743			978			611			19,016			—			9			1,902			32,259
Balance at June 30, 2021	$	19,541		$	1,364		$	619		$	38,284		$	—		$	9		$	1,902		$	61,719
Loans and leases ending balance
Acquired impaired loans	$	91,313		$	67,401		$	2,008		$	7,444		$	—		$	180		$	—		$	168,346
Acquired non-impaired loans and leases and originated loans individually evaluated for impairment		54,182			1,421			—			39,516			—			—			—			95,119
Acquired non-impaired loans and leases and originated loans and leases collectively evaluated for impairment		1,357,381			453,456			271,918			1,369,275			476,282			1,293			276,387			4,205,992
Total loans and leases at June 30, 2021, gross	$	1,502,876		$	522,278		$	273,926		$	1,416,235		$	476,282		$	1,473		$	276,387		$	4,469,457
Ratio of net charge-offs to average loans and leases outstanding during the period (annualized)
Acquired impaired loans		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Acquired non-impaired loans and leases		0.00	%		0.00	%		0.00	%		0.01	%		0.00	%		0.00	%		0.00	%		0.01	%
Originated loans and leases		0.01	%		0.00	%		0.00	%		0.13	%		0.00	%		0.00	%		0.03	%		0.17	%
Loans and leases ending balance as a percentage of total loans and leases, gross
Acquired impaired loans		2.04	%		1.51	%		0.04	%		0.17	%		0.00	%		0.00	%		0.00	%		3.77	%
Acquired non-impaired loans and leases and originated loans individually evaluated for impairment		1.21	%		0.03	%		0.00	%		0.88	%		0.00	%		0.00	%		0.00	%		2.13	%
Acquired non-impaired loans and leases and originated loans and leases collectively evaluated for impairment		30.37	%		10.15	%		6.08	%		30.64	%		10.66	%		0.03	%		6.18	%		94.11	%


	Commercial Real Estate			Residential Real Estate			Construction, Land Development, and Other Land			Commercial and Industrial			Paycheck Protection Program			Installment and Other			Lease Financing Receivables			Total
Balance at December 31, 2020	$	19,584		$	2,400		$	1,352		$	41,183		$	—		$	15		$	1,813		$	66,347
Provision for (release of) acquired impaired loans		(438	)		(145	)		(31	)		(335	)		—			—			—			(949	)
Provision for (release of) acquired non-impaired loans and leases		863			(14	)		—			1,413			—			(1	)		(48	)		2,213
Provision for (release of) originated loans		1,358			(873	)		(376	)		366			—			(5	)		664			1,134
Total provision (release)	$	1,783		$	(1,032	)	$	(407	)	$	—		$	—		$	(6	)	$	616		$	2,398
Charge-offs for acquired impaired loans		(1,255	)		(11	)		(326	)		(88	)		—			—			—			(1,680	)
Charge-offs for acquired non-impaired loans and leases		(80	)		—			—			(1,748	)		—			—			(59	)		(1,887	)
Charge-offs for originated loans and leases		(745	)		—			—			(2,880	)		—			—			(690	)		(4,315	)
Total charge-offs	$	(2,080	)	$	(11	)	$	(326	)	$	—		$	—		$	—		$	(749	)	$	(7,882	)
Recoveries for acquired impaired loans		10			4			—			23			—			—			-			37
Recoveries for acquired non-impaired loans and leases		119			2			—			135			—			—			69			325
Recoveries for originated loans and leases		125			1			—			215			—			—			153			494
Total recoveries	$	254		$	7		$	—		$	—		$	—		$	—		$	222		$	856
Less: Net charge-offs		1,826			4			326			—			—			—			527			7,026
Acquired impaired loans		2,191			334			8			1,337			—			—			—			3,870
Acquired non-impaired loans and leases		4,290			91			—			3,200			—			2			62			7,645
Originated loans and leases		13,060			939			611			33,747			—			7			1,840			50,204
Balance at June 30, 2021	$	19,541		$	1,364		$	619		$	38,284		$	—		$	9		$	1,902		$	61,719
Ending ALLL balance
Acquired impaired loans	$	2,191		$	334		$	8		$	1,337		$	—		$	—		$	—		$	3,870
Acquired non-impaired loans and leases and originated loans individually evaluated for impairment		7,607			52			—			17,931			—			—			—			25,590
Acquired non-impaired loans and leases and originated loans and leases collectively evaluated for impairment		9,743			978			611			19,016			—			9			1,902			32,259
Balance at June 30, 2021	$	19,541		$	1,364		$	619		$	38,284		$	—		$	9		$	1,902		$	61,719
Loans and leases ending balance
Acquired impaired loans	$	91,313		$	67,401		$	2,008		$	7,444		$	—		$	180		$	—		$	168,346
Acquired non-impaired loans and leases and originated loans individually evaluated for impairment		54,182			1,421			—			39,516			—			—			—			95,119
Acquired non-impaired loans and leases and originated loans and leases collectively evaluated for impairment		1,357,381			453,456			271,918			1,369,275			476,282			1,293			276,387			4,205,992
Total loans and leases at June 30, 2021, gross	$	1,502,876		$	522,278		$	273,926		$	1,416,235		$	476,282		$	1,473		$	276,387		$	4,469,457
Ratio of net charge-offs to average loans and leases outstanding during the period (annualized)
Acquired impaired loans		0.06	%		0.00	%		0.01	%		0.00	%		0.00	%		0.00	%		0.00	%		0.07	%
Acquired non-impaired loans and leases		0.00	%		0.00	%		0.00	%		0.07	%		0.00	%		0.00	%		0.00	%		0.07	%
Originated loans and leases		0.03	%		0.00	%		0.00	%		0.12	%		0.00	%		0.00	%		0.02	%		0.17	%
Loans and leases ending balance as a percentage of total loans and leases, gross
Acquired impaired loans		2.04	%		1.51	%		0.04	%		0.17	%		0.00	%		0.00	%		0.00	%		3.77	%
Acquired non-impaired loans and leases and originated loans individually evaluated for impairment		1.21	%		0.03	%		0.00	%		0.88	%		0.00	%		0.00	%		0.00	%		2.13	%
Acquired non-impaired loans and leases and originated loans and leases collectively evaluated for impairment		30.37	%		10.15	%		6.08	%		30.64	%		10.66	%		0.03	%		6.18	%		94.11	%


	Commercial Real Estate			Residential Real Estate			Construction, Land Development, and Other Land			Commercial and Industrial			Paycheck Protection Program			Installment and Other			Lease Financing Receivables			Total
Balance at March 31, 2020	$	11,851		$	2,778		$	1,004		$	24,139		$	-		$	53		$	2,015		$	41,840
Provision for (release of) acquired impaired loans		(94	)		(242	)		(2	)		816			—			—			—			478
Provision for (release of) acquired non-impaired loans and leases		706			74			19			121			—			—			(25	)		895
Provision for (release of) originated loans		2,694			1,124			470			9,758			—			(17	)		116			14,145
Total provision (release)	$	3,306		$	956		$	487		$	10,695		$	—		$	(17	)	$	91		$	15,518
Charge-offs for acquired impaired loans		(15	)		—			—			(78	)		-			—			—			(93	)
Charge-offs for acquired non-impaired loans and leases		(682	)		—			—			(419	)		-			—			(63	)		(1,164	)
Charge-offs for originated loans and leases		(391	)		(4	)		—			(4,348	)		—			—			(498	)		(5,241	)
Total charge-offs	$	(1,088	)	$	(4	)	$	—		$	(4,845	)	$	-		$	—		$	(561	)	$	(6,498	)
Recoveries for acquired impaired loans		16			4			—			29			—			—			—			49
Recoveries for acquired non-impaired loans and leases		22			—			—			10			—			—			31			63
Recoveries for originated loans and leases		3			7			—			80			—			—			238			328
Total recoveries	$	41		$	11		$	—		$	119		$	—		$	—		$	269		$	440
Less: Net charge-offs		1,047			(7	)		—			4,726			—			—			292			6,058
Acquired impaired loans		2,009			763			87			1,877			—			0			0			4,736
Acquired non-impaired loans and leases		2,411			106			43			3,902			—			3			165			6,630
Originated loans and leases		9,690			2,872			1,361			24,329			—			33			1,649			39,934
Balance at June 30, 2020	$	14,110		$	3,741		$	1,491		$	30,108		$	—		$	36		$	1,814		$	51,300
Ending ALLL balance
Acquired impaired loans	$	2,009		$	763		$	87		$	1,877		$	—		$	—		$	—		$	4,736
Acquired non-impaired loans and leases and originated loans individually evaluated for impairment		3,525			80			—			10,409			—			—			—			14,014
Acquired non-impaired loans and leases and originated loans and leases collectively evaluated for impairment		8,576			2,898			1,404			17,822			—			36			1,814			32,550
Balance at June 30, 2020	$	14,110		$	3,741		$	1,491		$	30,108		$	—		$	36		$	1,814		$	51,300
Loans and leases ending balance
Acquired impaired loans	$	126,405		$	90,784		$	4,784		$	13,485		$	-		$	226		$	—		$	235,684
Acquired non-impaired loans and leases and originated loans individually evaluated for impairment		36,751			1,805			4,189			35,545			-			-			—			78,290
Acquired non-impaired loans and leases and originated loans and leases collectively evaluated for impairment		1,187,800			578,175			237,030			1,282,119			611,664			3,532			176,828			4,077,148
Total loans and leases at June 30, 2020, gross	$	1,350,956		$	670,764		$	246,003		$	1,331,149		$	611,664		$	3,758		$	176,828		$	4,391,122
Ratio of net charge-offs to average loans and leases outstanding during the period (annualized)
Acquired impaired loans		0.00	%		0.00	%		0.00	%		0.00	%		0.03	%		0.00	%		0.00	%		0.00	%
Acquired non-impaired loans and leases		0.06	%		0.00	%		0.00	%		0.04	%		0.00	%		0.00	%		0.00	%		0.10	%
Originated loans and leases		0.04	%		0.00	%		0.00	%		0.40	%		0.35	%		0.00	%		0.02	%		0.46	%
Loans and leases ending balance as a percentage of total loans and leases, gross
Acquired impaired loans		2.88	%		2.07	%		0.11	%		0.31	%		0.00	%		0.01	%		0.00	%		5.37	%
Acquired non-impaired loans and leases and originated loans individually evaluated for impairment		0.84	%		0.04	%		0.10	%		0.81	%		0.00	%		0.00	%		0.00	%		1.78	%
Acquired non-impaired loans and leases and originated loans and leases collectively evaluated for impairment		27.05	%		13.17	%		5.40	%		29.20	%		13.93	%		0.08	%		4.03	%		92.85	%


	Commercial Real Estate			Residential Real Estate			Construction, Land Development, and Other Land			Commercial and Industrial			Paycheck Protection Program			Installment and Other			Lease Financing Receivables			Total
Balance at December 31, 2019	$	7,965		$	1,990		$	610		$	19,377		$	-		$	50		$	1,944		$	31,936
Provision for (release of) acquired impaired loans		1,068			83			61			782			—			—			—			1,994
Provision for (release of) acquired non-impaired loans and leases		1,492			91			27			1,779			—			1			(22	)		3,368
Provision for (release of) originated loans		5,168			1,566			793			16,680			—			(15	)		419			24,611
Total provision (release)	$	7,728		$	1,740		$	881		$	19,241		$	—		$	(14	)	$	397		$	29,973
Charge-offs for acquired impaired loans		(15	)		—			—			(78	)		—			—			—			(93	)
Charge-offs for acquired non-impaired loans and leases		(1,027	)		—			—			(547	)		—			—			(220	)		(1,794	)
Charge-offs for originated loans and leases		(598	)		(9	)		—			(8,178	)		—			—			(798	)		(9,583	)
Total charge-offs	$	(1,640	)	$	(9	)	$	—		$	(8,803	)	$	—		$	—		$	(1,018	)	$	(11,470	)
Recoveries for acquired impaired loans		19			5			—			35			—			—			—			59
Recoveries for acquired non-impaired loans and leases		22			—			—			10			—			—			67			99
Recoveries for originated loans and leases		16			15			—			248			—			—			424			703
Total recoveries	$	57		$	20		$	—		$	293		$	—		$	—		$	491		$	861
Less: Net charge-offs		1,583			(11	)		—			8,510			—			—			527			10,609
Acquired impaired loans		2,009			763			87			1,877			—			-			—			4,736
Acquired non-impaired loans and leases		2,411			106			43			3,902			—			3			165			6,630
Originated loans and leases		9,690			2,872			1,361			24,329			—			33			1,649			39,934
Balance at June 30, 2020	$	14,110		$	3,741		$	1,491		$	30,108		$	-		$	36		$	1,814		$	51,300
Ending ALLL balance
Acquired impaired loans	$	2,009		$	763		$	87		$	1,877		$	—		$	—		$	—		$	4,736
Acquired non-impaired loans and leases and originated loans individually evaluated for impairment		3,525			80			—			10,409			—			—			—			14,014
Acquired non-impaired loans and leases and originated loans and leases collectively evaluated for impairment		8,576			2,898			1,404			17,822			-			36			1,814			32,550
Balance at June 30, 2020	$	14,110		$	3,741		$	1,491		$	30,108		$	-		$	36		$	1,814		$	51,300
Loans and leases ending balance
Acquired impaired loans	$	126,405		$	90,784		$	4,784		$	13,485		$	—		$	226		$	—		$	235,684
Acquired non-impaired loans and leases and originated loans individually evaluated for impairment		36,751			1,805			4,189			35,545			—			—			—			78,290
Acquired non-impaired loans and leases and originated loans and leases collectively evaluated for impairment		1,187,800			578,175			237,030			1,282,119			611,664			3,532			176,828			4,077,148
Total loans and leases at June 30,2020, gross	$	1,350,956		$	670,764		$	246,003		$	1,331,149		$	611,664		$	3,758		$	176,828		$	4,391,122
Ratio of net charge-offs to average loans and leases outstanding during the period (annualized)
Acquired impaired loans		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Acquired non-impaired loans and leases		0.05	%		0.00	%		0.00	%		0.03	%		0.00	%		0.00	%		0.01	%		0.09	%
Originated loans and leases		0.03	%		0.00	%		0.00	%		0.39	%		0.00	%		0.00	%		0.02	%		0.44	%
Loans and leases ending balance as a percentage of total loans and leases, gross
Acquired impaired loans		2.88	%		2.07	%		0.11	%		0.31	%		0.00	%		0.01	%		0.00	%		5.37	%
Acquired non-impaired loans and leases and originated loans individually evaluated for impairment		0.84	%		0.04	%		0.10	%		0.81	%		0.00	%		0.00	%		0.00	%		1.78	%
Acquired non-impaired loans and leases and originated loans and leases collectively evaluated for impairment		27.05	%		13.17	%		5.40	%		29.20	%		13.93	%		0.08	%		4.03	%		92.85	%

Non-Performing Assets

Non-performing loans and leases include loans and leases 90 days past due and still accruing and loans and leases accounted for on a non-accrual basis. Non-performing assets consist of non-performing loans and leases plus other real estate owned. Non-performing assets at June 30, 2021 and December 31, 2020 totaled $39.9 million and $47.5 million, respectively, a decrease of $7.5 million, or 15.9%, due to the decrease in non-accrual loans and a decrease in other real estate owned of $1.9 million. Total non-accrual loans and leases decreased by $5.6 million, or 13.6%, between December 31, 2020 and June 30, 2021. The U.S. government guaranteed portion of non-performing loans totaled $5.8 million at June 30, 2021 and $3.6 million at December 31, 2020.

Total OREO decreased from $6.3 million at December 31, 2020 to $4.4 million at June 30, 2021. The $1.9 decrease in OREO resulted mostly from sales and valuation adjustments.

Total accruing loans past due decreased from $14.6 million at December 31, 2020 to $11.8 million at June 30, 2021. This represents an increase of $2.8 million, or 19.3%, and can be attributed to increases in commercial and industrial loans. See Note 5 of our Unaudited Interim Condensed Consolidated Financial Statements, included in this report, for further information.

The following table sets forth the amounts of non-performing loans and leases, non-performing assets, and OREO at the dates indicated (dollars in thousands):


	June 30,			December 31,
	2021			2020
Non-performing assets:
Non-accrual loans and leases(1)(2)(3)	$	35,514		$	41,103
Past due loans and leases 90 days or more and still accruing interest		—			—
Total non-performing loans and leases		35,514			41,103
Other real estate owned		4,417			6,350
Total non-performing assets	$	39,931		$	47,453
Accruing troubled debt restructured loans		2,396			2,495
Total non-performing loans and leases as a percentage of total loans and leases		0.79	%		0.95	%
Total non-performing assets as a percentage of total assets		0.61	%		0.74	%
Allowance for loan and lease losses as a percentage of non-performing loans and leases		173.79	%		161.42	%

Non-performing assets guaranteed by U.S. government:
Non-accrual loans guaranteed	$	5,847		$	3,645
Past due loans 90 days or more and still accruing interest guaranteed		—			—
Total non-performing loans guaranteed	$	5,847		$	3,645
Accruing troubled debt restructured loans guaranteed		—			—
Total non-performing loans and leases not guaranteed as a percentage of total loans and leases		0.66	%		0.86	%
Total non-performing assets not guaranteed as a percentage of total assets		0.52	%		0.69	%

(1)

Includes $4.4 million and $5.6 million of non-accrual restructured loans at June 30, 2021 and December 31, 2020, respectively.

(2)

For the six months ended June 30, 2021, $1.0 million in interest income would have been recorded had non-accrual loans been current.

(3)

For the six months ended June 30, 2021, $139,000 in interest income would have been recorded had troubled debt restructurings included within non-accrual loans been current.

Acquired impaired loans (accounted for under ASC 310-30) that are delinquent and/or on non-accrual status continue to accrue income provided the respective pool in which those assets reside maintains a discount and recognizes accretion income. The aforementioned loans are characterized as performing loans based on contractual delinquency. If the pool no longer has a discount and accretion income can no longer be recognized, any loan within that pool on non-accrual status will be classified as non-accrual for presentation purposes.

Deposits

Our loan and lease growth is funded primarily through core deposits. We gather deposits primarily through each of our 45 branch locations in the Chicago metropolitan area and one branch in Brookfield, Wisconsin. Through our branch network, online, mobile and direct banking channels, we offer a variety of deposit products including demand deposit accounts, interest-bearing products, savings accounts, and certificates of deposit. We offer competitive online, mobile, and direct banking channels. Small businesses are a significant source of low cost deposits as they value convenience, flexibility, and access to local decision makers that are responsive to their needs.

Total deposits at June 30, 2021 were $5.1 billion, representing an increase of $340.2 million, or 7.2%, compared to $4.8 billion at December 31, 2020, driven by an increase in non-interest bearing deposits. Non-interest-bearing deposits were $2.1 billion, or 41.0% of total deposits, at June 30, 2021, an increase of $326.8 million, or 18.5%, compared to $1.8 billion at December 31, 2020, or 37.1% of total deposits. Core deposits were 91.5% and 89.9% of total deposits at June 30, 2021 and December 31, 2020, respectively.

The following table shows the average balance amounts and the average contractual rates paid on our deposits for the periods indicated (dollars in thousands):


	For the Three Months Ended June 30, 2021					For the Three Months Ended June 30, 2020
	Average Balance		Average Rate			Average Balance		Average Rate
Non-interest-bearing demand deposits	$	2,085,358		0.00	%	$	1,692,723		0.00	%
Interest checking		626,886		0.14	%		392,070		0.17	%
Money market accounts		1,052,223		0.11	%		1,214,713		0.31	%
Savings		607,035		0.05	%		511,049		0.05	%
Time deposits (below $100,000)		287,113		0.62	%		393,838		1.08	%
Time deposits ($100,000 and above)		430,682		1.00	%		582,872		1.39	%
Total	$	5,089,296		0.08	%	$	4,787,265		0.36	%


	For the Six Months Ended June 30, 2021					For the Six Months Ended June 30, 2020
	Average Balance		Average Rate			Average Balance		Average Rate
Non-interest-bearing demand deposits	$	2,005,213		0.00	%	$	1,495,761		0.00	%
Interest checking		587,030		0.14	%		365,487		0.23	%
Money market accounts		1,087,964		0.12	%		1,088,459		0.58	%
Savings		592,351		0.05	%		495,660		0.05	%
Time deposits (below $100,000)		294,791		0.22	%		427,087		0.00	%
Time deposits ($100,000 and above)		452,575		0.42	%		618,066		0.00	%
Total	$	5,019,924		0.10	%	$	4,490,520		0.54	%

Our average cost of deposits was 0.08% during the second quarter of 2021 compared to 0.36% during the second quarter of 2020. Our average cost of deposits was 0.10% during the six months ended June 30, 2021 compared to 0.54% during the six months ended June 30, 2020. These decreases were principally attributed to lower rates on interest-bearing deposits as a result the interest rate environment and an improved deposit mix. Our average non-interest bearing deposits to total deposits ratios were 41.0% during the second quarter of 2021 compared to 35.4% during the second quarter of 2020. Our average non-interest bearing deposits to total deposits ratios were 39.9% during the six months ended June 30, 2021 compared to 33.3% during the six months ended June 30, 2020. We had no brokered time deposits and $35.0 million of brokered time deposits at June 30, 2021 and December 31, 2020, respectively. Our loan and lease to deposit ratio was 88.26% at June 30, 2021 compared to 91.51% at December 31, 2020.

The following table shows time deposits and other time deposits of $100,000 or more by time remaining until maturity (dollars in thousands):


	At June 30, 2021
	Time Deposits
Three months or less	$	115,871
Over three months through six months		133,259
Over six months through 12 months		136,194
Over 12 months		46,319
Total	$	431,643

Borrowed Funds

In 2020, the Company issued $75.0 million in 6.00% fixed-to-floating subordinated notes that mature on July 1, 2030. The subordinated notes bear a fixed interest rate of 6.00% until July 1, 2025 and a floating interest rate equal to a benchmark rate, which is expected to be three-month Secured Overnight Financing Rate plus 588 basis points thereafter until maturity (or earlier redemption). The transaction resulted in debt issuance costs of approximately $1.7 million that are currently amortized over 10 years.

In addition to deposits, we also utilize FHLB advances as a supplementary funding source to finance our operations. The bank’s advances from the FHLB are collateralized by residential and multi-family real estate loans and securities. At June 30, 2021 and December 31, 2020, we had maximum borrowing capacity from the FHLB of $2.2 billion and $2.0 billion subject to the availability of collateral, respectively. At June 30, 2021, the Company had $112.0 million of FHLB advances with a maturities ranging from July 2021 to May 2022.

On April 21, 2020, the Bank entered into a Letter Agreement with the Federal Reserve Bank of Chicago that allows the Bank to access the PPPLF. Under the terms of the PPPLF, the Bank will pledge loans originated under the PPP to the Federal Reserve Bank of Chicago as collateral for available advances under the PPPLF. Advances under the PPPLF will be an amount equal to the aggregate principal amount of PPP loans pledged by Byline Bank, carry an interest rate of 35 basis points and mature on the maturity date of the PPP loans pledged as collateral for the advance. As of June 30, 2021, the PPPLF balance was $304.7 million with an interest rate of 0.35% with various maturity dates from April 2022 to February 2026.

The Company has the capacity to borrow funds from the discount window of the Federal Reserve System. The Company utilized the discount window to lower its cost of funds during the three months ended June 30, 2021. There were no borrowings outstanding under the Federal Reserve Bank discount window line as of June 30, 2021 and December 31, 2020. The Company pledges loans as collateral for any borrowings under the Federal Reserve Bank discount window.

The following table sets forth certain information regarding our short-term borrowings at the dates and for the periods indicated (dollars in thousands):


	Six Months Ended June 30,
	2021			2020
Federal Reserve Bank discount window borrowing:
Average balance outstanding	$	—		$	99,121
Maximum outstanding at any month-end period during the year		—			350,000
Balance outstanding at end of period		—			—
Weighted average interest rate during period	N/A				0.25	%
Weighted average interest rate at end of period	N/A			N/A
Federal Home Loan Bank advances:
Average balance outstanding	$	252,105		$	349,209
Maximum outstanding at any month-end period during the year		329,000			499,000
Balance outstanding at end of period		112,000			4,000
Weighted average interest rate during period		0.21	%		2.00	%
Weighted average interest rate at end of period		0.22	%		0.00	%
Paycheck Protection Program Liquidity Facility
Average balance outstanding	$	358,912		$	—
Maximum outstanding at any month-end period during the year		439,066			—
Balance outstanding at end of period		304,657			—
Weighted average interest rate during period		0.35	%		0.00	%
Weighted average interest rate at end of period		0.35	%		0.00	%
Line of credit:
Average balance outstanding	$	—		$	82
Maximum outstanding at any month-end period during the year		—			1,550
Balance outstanding at end of period		—			—
Weighted average interest rate during period		0.00	%		18.55	%
Weighted average interest rate at end of period(1)	N/A			N/A

(1)

Our credit agreement with a third-party lender matures on October 2021. The line of credit bears interest at either the LIBOR Rate plus 195 basis points or the Prime Rate minus 75 basis points, based on our election, which is required to be communicate to the lender at least three business days prior to the commencement of an interest period. If we fail to provide timely notification, the interest rate will be Prime Rate minus 75 basis points.

Customer Repurchase Agreements (Sweeps)

Securities sold under agreements to repurchase represent a demand deposit product offered to customers that sweep balances in excess of the FDIC insurance limit into overnight repurchase agreements. We pledge securities as collateral for the repurchase agreements.

Securities sold under agreements to repurchase decreased by $11.8 million, from $42.0 million at December 31, 2020 to $30.2 million at June 30, 2021.

Liquidity

We manage liquidity based upon factors that include the amount of core deposits as a percentage of total deposits, the level of diversification of our funding sources, the amount of non-deposit funding used to fund assets, the availability of unused funding sources, off-balance sheet obligations, the availability of assets to be readily converted into cash without undue loss, the amount of cash and liquid securities we hold and the re-pricing characteristics and maturities of our assets when compared to the re-pricing characteristics of our liabilities, the ability to securitize and sell certain pools of assets and other factors.

Our liquidity needs are primarily met by cash and investment securities positions, growth in deposits, cash flow from amortizing loan portfolios, and borrowings from the FHLB. For additional information regarding our operating, investing, and financing cash flows, see Consolidated Statements of Cash Flows in our Unaudited Interim Condensed Consolidated Financial Statements included elsewhere in this report.

As of June 30, 2021, Byline Bank had maximum borrowing capacity from the FHLB of $2.2 billion and $826.1 million from the Federal Reserve Bank (“FRB”). As of June 30, 2021, Byline Bank had open FHLB advances of $112.0 million and open letters of credit of $20.5 million, leaving us with available aggregate borrowing capacity of $501.8 million. In addition, Byline Bank had uncommitted federal funds lines available of $115.0 million at June 30, 2021.

As of December 31, 2020, Byline Bank had maximum borrowing capacity from the FHLB of $2.0 billion and $874.7 million from the FRB. As of December 31, 2020, Byline Bank had open advances of $234.0 million and open letters of credit of $21.3 million, leaving us with available aggregate borrowing capacity of $751.9 million. In addition, Byline Bank had an uncommitted federal funds line available of $115.0 million at December 31, 2020.

On October 13, 2016, the Company entered into a $30.0 million revolving credit agreement with a correspondent bank. Through subsequent amendments, the revolving credit agreement was reduced to $15.0 million and the maturity was extended to October 8, 2021. The amended revolving line of credit bears interest at either the London Interbank Offered Rate (“LIBOR”) plus 195 basis points or the Prime Rate minus 75 basis points, based on the Company’s election, which is required to be communicated at least three business days prior to the commencement of an interest period. If the Company fails to provide timely notification, the interest rate will be Prime Rate minus 75 basis points. At June 30, 2021 and December 31, 2020, the line of credit had no outstanding balance.

There are regulatory limitations that affect the ability of Byline Bank to pay dividends to the Company. See Note 21 of our Consolidated Financial Statements, included in our Annual Report on Form 10-K for the year ended December 31, 2020 for additional information. Management believes that such limitations will not impact our ability to meet our ongoing short-term cash obligations.

We expect that our cash and liquidity resources will be generated by the operations of Byline Bank, which we expect to be sufficient to satisfy our liquidity and capital requirements for at least the next twelve months.

Capital Resources

Stockholders’ equity at June 30, 2021 was $817.1 million compared to $805.5 million at December 31, 2020, an increase of $11.6 million, or 1.4%. The increase was primarily driven by the increase in net income generated during the six months ended June 30, 2021, offset by a decrease in accumulated other comprehensive income reflecting the unrealized losses in our available-for-sale securities portfolio and by purchase of treasury shares under the share repurchase program.

The Company and Byline 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 our financial statements.

Under applicable bank regulatory capital requirements, each of the Company and Byline 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. Byline Bank must also meet certain specific capital guidelines under the prompt corrective action framework. The capital amounts and classification are subject to qualitative judgments by the federal banking regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and Byline Bank to maintain minimum amounts and ratios of CET1 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 these capital requirements.

As of June 30, 2021, Byline Bank exceeded all applicable regulatory capital requirements and was considered “well-capitalized.” There have been no conditions or events since June 30, 2021 that management believes have changed Byline Bank’s classifications.

The regulatory capital ratios for the Company and Byline Bank to meet the minimum capital adequacy standards and for Byline Bank to be considered well capitalized under the prompt corrective action framework and the Company’s and Byline Bank’s actual capital amounts and ratios are set forth in the following tables as of the periods indicated (dollars in thousands):


	Actual					Minimum Capital Required					Required to be Considered Well Capitalized
June 30, 2021	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital to risk weighted assets:
Company	$	808,088		15.74	%	$	410,628		8.00	%	N/A		N/A
Bank		727,418		14.22	%		409,099		8.00	%	$	511,374		10.00	%
Tier 1 capital to risk weighted assets:
Company	$	669,765		13.05	%	$	307,971		6.00	%	N/A		N/A
Bank		664,095		12.99	%		306,824		6.00	%	$	409,099		8.00	%
Common Equity Tier 1 (CET1) to risk weighted assets:
Company	$	614,327		11.97	%	$	230,978		4.50	%	N/A		N/A
Bank		664,095		12.99	%		230,118		4.50	%	$	332,393		6.50	%
Tier 1 capital to average assets:
Company	$	669,765		10.82	%	$	247,646		4.00	%	N/A		N/A
Bank		664,095		10.73	%		247,596		4.00	%	$	309,495		5.00	%


	Actual					Minimum Capital Required					Required to be Considered Well Capitalized
December 31, 2020	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital to risk weighted assets:
Company	$	774,522		16.18	%	$	383,069		8.00	%	N/A		N/A
Bank		675,977		14.16	%		381,775		8.00	%	$	477,219		10.00	%
Tier 1 capital to risk weighted assets:
Company	$	639,564		13.36	%	$	287,302		6.00	%	N/A		N/A
Bank		616,219		12.91	%		286,331		6.00	%	$	381,775		8.00	%
Common Equity Tier 1 (CET1) to risk weighted assets:
Company	$	584,126		12.20	%	$	215,476		4.50	%	N/A		N/A
Bank		616,219		12.91	%		214,748		4.50	%	$	310,192		6.50	%
Tier 1 capital to average assets:
Company	$	639,564		11.12	%	$	230,056		4.00	%	N/A		N/A
Bank		616,219		10.72	%		229,870		4.00	%	$	287,337		5.00	%

The Company and Byline Bank must maintain a capital conservation buffer consisting of CET1 capital greater than 2.5% of risk-weighted assets above the required minimum risk-based capital levels in order to avoid limitations on paying dividends, repurchasing shares, and paying discretionary bonuses. The conservation buffers for the Company and Byline Bank exceed the minimum capital requirement as of June 30, 2021.

Provisions of state and federal banking regulations may limit, by statute, the amount of dividends that may be paid to the Company by Byline Bank without prior approval of Byline Bank’s regulatory agencies. The Company is economically dependent on the cash dividends received from Byline Bank. These dividends represent the primary cash flow from operating activities used to service obligations. For the six months ended June 30, 2021 the Company received $8.0 million in cash dividends from Byline Bank. For the year ended December 31, 2020, the Company received $7.5 million in cash dividends from Byline Bank in order to pay the required interest on its outstanding junior subordinated debentures in connection with its trust preferred securities interest, dividends on the Series B preferred stock outstanding, and to fund other Company-related activities.

Under the Company’s board approved stock repurchase program announced in the fourth quarter of 2020, the Company repurchased an aggregate of 538,744 shares at an average price per share of $22.45 for the three months ended June 30, 2021 and 871,488 shares at an average price per share of $21.18 for the six months ended June 30, 2021. The Company is authorized to purchase up to an aggregate of 1,250,000 shares of the Company’s outstanding common stock. The program is in effect until December 31, 2022, unless terminated earlier. On July 27, 2021, the Company's board approved an additional 1,250,000 shares of the Company's outstanding common stock for repurchase.

On July 29, 2021, the Company announced that its Board of Directors declared a cash dividend on its common stock of $0.09 per share. The dividend will paid on August 24, 2021 to stockholders of record on August 10, 2021.

Contractual Obligations

FHLB and PPPLF advances are fully described in Note 12 of our Unaudited Interim Condensed Consolidated Financial Statements, included elsewhere in this report. Operating lease obligations are in place for facilities and land on which banking facilities are located. See Note 8 of our Unaudited Interim Condensed Consolidated Financial Statements, included elsewhere in this report for additional information.

Off-Balance Sheet Items and Other Financing Arrangements

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit, commercial letters of credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Statements of Financial Condition. The contractual or notional amounts of those instruments reflect the extent of involvement we have in particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by Byline Bank upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral is primarily obtained in the form of commercial and residential real estate (including income producing commercial properties).

Letters of credit are conditional commitments issued by Byline Bank to guarantee the performance of a customer to a third-party. Those guarantees are primarily issued to support public and private borrowing arrangements, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

Our exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. We use the same credit policies in making commitments and conditional obligations as for funded instruments. We do not anticipate any material losses as a result of the commitments and standby letters of credit.

We enter into interest rate swaps that are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and its known or expected cash payments principally related to certain variable rate borrowings. We also enter into interest rate swaps with certain qualified borrowers to facilitate the borrowers’ risk management strategies and concurrently entered into mirror-image derivatives with a third party counterparty.

We recognize derivative financial instruments at fair value regardless of the purpose or intent for holding the instrument. We record derivative assets and derivative liabilities on the Consolidated Statements of Financial Condition within other assets and other liabilities, respectively. Because the derivative assets and liabilities recorded on the balance sheet at June 30, 2021 do not represent the amounts that may ultimately be paid under these contracts, these assets and liabilities are listed in the table below (dollars in thousands):


	June 30, 2021
			Fair Value
	Notional		Asset		Liability
Interest rate swaps designated as cash flow hedges—pay fixed, receive floating	$	400,000	$	1,240	$	(285	)
Other interest rate swaps—pay fixed, receive floating		465,512		12,785		(13,367	)
Other credit derivatives		8,004		—		(10	)

GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures

Some of the financial measures included in our “Selected Financial Data” are not measures of financial performance in accordance with GAAP. Our management uses the non‑GAAP financial measures set forth below in its analysis of our performance:



“Adjusted net income” and “adjusted diluted earnings per share” exclude certain significant items, which include incremental income tax benefit related to the reversal of the valuation allowance on our net deferred tax assets, incremental income tax benefit related to Illinois corporate income tax rate increases, incremental income tax expense or benefit related to federal corporate income tax reductions, impairment charges on assets held for sale, merger-related expenses, and core system conversion expenses adjusted for applicable income tax. Management believes the significant items are not indicative of or useful to measure the Company’s operating performance on an ongoing basis.



“Net interest income, fully taxable-equivalent” and “net interest margin, fully taxable-equivalent” are adjusted to reflect tax-exempt interest income on an equivalent before-tax basis using tax rates effective as of the end of the period. Management believes the metric provides useful comparable information to investors and that these measures may be useful for peer comparison.



“Adjusted non-interest expense” is non-interest expense excluding certain significant items, which include impairment charges on assets held for sale, merger-related expenses, and core system conversion expenses.



“Adjusted efficiency ratio” is adjusted non-interest expense less amortization of intangible assets divided by net interest income and non-interest income. Management believes the metric is an important measure of the Company’s operating performance on an ongoing basis.



“Adjusted non-interest expense to average assets” is adjusted non-interest expense divided by average assets. Management believes the metric is an important measure of the Company’s operating performance on an ongoing basis.



“Adjusted return on average stockholders’ equity” is adjusted net income divided by average stockholders’ equity. Management believes the metric is an important measure of the Company’s operating performance on an ongoing basis.



“Adjusted return on average assets” is adjusted net income divided by average assets. Management believes the metric is an important measure of the Company’s operating performance on an ongoing basis.



“Non-interest income to total revenues” is non-interest income divided by net interest income plus non-interest income. Management believes that it is standard practice in the industry to present non-interest income as a percentage of total revenue. Accordingly, management believes providing these measures may be useful for peer comparison.



“Pre‑tax pre‑provision net income” is pre‑tax income plus the provision for loan and lease losses. Management believes this metric is important due to the tax benefit resulting from the reversal of the net deferred tax asset valuation allowance, the decrease in the federal corporate income tax rate, and the increase in the Illinois state corporate income tax rate. The metric demonstrates income excluding the tax provision or benefit and the provision for loan and lease losses, and enables investors and others to assess the Company’s ability to generate capital to cover credit losses through a credit cycle.



“Adjusted pre-tax pre-provision net income” is pre-tax pre-provision net income excluding certain significant items, which include impairment charges on assets held for sale, merger-related expenses, and core system conversion expenses. Management believes the metric is an important measure of the Company’s operating performance on an ongoing basis.



“Pre‑tax pre‑provision return on average assets” is pre-tax income plus the provision for loan and lease losses, divided by average assets. Management believes this metric is important due to the change in tax expense or benefit resulting from the recent decrease in the federal corporate income tax rate and the recent increase in the Illinois state income tax rate. The ratio demonstrates profitability excluding the tax provision or benefit and excludes the provision for loan and lease losses. “Adjusted pre-tax pre-provision return on average assets” excludes certain significant items, which include impairment charges on assets held for sale, merger-related expenses, and core system conversion expenses.



“Tangible common equity” is defined as total stockholders’ equity reduced by preferred stock and goodwill and other intangible assets. Management does not consider servicing assets as an intangible asset for purposes of this calculation.



“Tangible assets” is defined as total assets reduced by goodwill and other intangible assets. Management does not consider servicing assets as an intangible asset for purposes of this calculation.



“Tangible book value per common share” is calculated as tangible common equity, which is stockholders’ equity reduced by preferred stock and goodwill and other intangible assets, divided by total shares of common stock outstanding. Management believes this metric is important due to the relative changes in the book value per share exclusive of changes in intangible assets.



“Tangible common equity to tangible assets” is calculated as tangible common equity divided by tangible assets, which is total assets reduced by goodwill and other intangible assets. Management believes this metric is important to investors and analysts interested in relative changes in the ratio of total stockholders’ equity to total assets, each exclusive of changes in intangible assets.



“Tangible net income available to common stockholders” is net income available to common stockholders excluding after-tax intangible asset amortization.



“Adjusted tangible net income available to common stockholders” is tangible net income available to common stockholders excluding certain significant items. Management believes the metric is an important measure of the Company’s operating performance on an ongoing basis.



“Return on average tangible common stockholders’ equity” is tangible net income available to common stockholders divided by average tangible common stockholders’ equity. Management believes the metric is an important measure of the Company’s operating performance on an ongoing basis.



“Adjusted return on average tangible common stockholders’ equity” is adjusted tangible net income available to common stockholders divided by average tangible common stockholders’ equity. Management believes the metric is an important measure of the Company’s operating performance on an ongoing basis.

We believe that these non‑GAAP financial measures provide useful information to its management and investors that is supplementary to our financial condition, results of operations and cash flows computed in accordance with GAAP; however, we acknowledge that our non‑GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP financial measures that we and other companies use. Management also uses these measures for peer comparison.

Reconciliations of Non-GAAP Financial Measures


	As of or For the Three Months Ended June 30,					As of or For the Six Months Ended June 30,
(dollars in thousands, except per share data)	2021			2020		2021			2020
Net income and earnings per share excluding significant items
Reported Net Income	$	28,492		$	9,139	$	50,290		$	12,105
Significant items:
Impairment charges on assets held for sale		1,942			—		2,546			715
Tax benefit		(529	)		—		(694	)		(199	)
Adjusted Net Income	$	29,905		$	9,139	$	52,142		$	12,621
Reported Diluted Earnings per Share	$	0.73		$	0.24	$	1.29		$	0.31
Significant items:
Impairment charges on assets held for sale		0.05			—		0.07			0.02
Tax benefit		(0.01	)		—		(0.02	)		(0.01	)
Adjusted Diluted Earnings per Share	$	0.77		$	0.24	$	1.34		$	0.32


	As of or For the Three Months Ended June 30,					As of or For the Six Months Ended June 30,
(dollars in thousands, except per share data)	2021			2020		2021			2020
Adjusted non-interest expense:
Non-interest expense	$	42,981		$	37,053	$	81,823		$	80,714
Less significant items:
Impairment charges on assets held for sale		1,942			—		2,546			715
Adjusted non-interest expense	$	41,039		$	37,053	$	79,277		$	79,999
Adjusted non-interest expense excluding amortization of intangible assets:
Adjusted non-interest expense	$	41,039		$	37,053	$	79,277		$	79,999
Less: Amortization of intangible assets		1,848			1,892		3,597			3,785
Adjusted non-interest expense excluding amortization of intangible assets	$	39,191		$	35,161	$	75,680		$	76,214
Pre-tax pre-provision net income:
Pre-tax income	$	38,164		$	12,867	$	67,337		$	16,883
Add: Provision for loan and lease losses		(1,969	)		15,518		2,398			29,973
Pre-tax pre-provision net income	$	36,195		$	28,385	$	69,735		$	46,856
Adjusted pre-tax pre-provision net income:
Pre-tax pre-provision net income	$	36,195		$	28,385	$	69,735		$	46,856
Impairment charges on assets held for sale		1,942			—		2,546			715
Adjusted pre-tax pre-provision net income	$	38,137		$	28,385	$	72,281		$	47,571
Tax Equivalent Net Interest Income
Net interest income	$	58,174		$	52,609	$	114,814		$	105,434
Add: Tax-equivalent adjustment		269			188		519			330
Net interest income, fully taxable equivalent	$	58,443		$	52,797	$	115,333		$	105,764
Total revenues:
Net interest income	$	58,174		$	52,609	$	114,814		$	105,434
Add: non-interest income		21,002			12,829		36,744			22,136
Total revenues	$	79,176		$	65,438	$	151,558		$	127,570
Tangible common stockholders' equity:
Total stockholders' equity	$	817,073			780,935	$	817,073		$	780,935
Less: Preferred stock		10,438			10,438		10,438			10,438
Less: Goodwill and other intangibles		169,034			176,470		169,034			176,470
Tangible common stockholders' equity	$	637,601		$	594,027	$	637,601		$	594,027
Tangible assets:
Total assets	$	6,540,602		$	6,393,518	$	6,540,602		$	6,393,518
Less: Goodwill and other intangibles		169,034			176,470		169,034			176,470
Tangible assets	$	6,371,568		$	6,217,048	$	6,371,568		$	6,217,048
Average tangible common stockholders' equity:
Average total stockholders' equity	$	810,490		$	775,879	$	808,482		$	770,653
Less: Average preferred stock		10,438			10,438		10,438			10,438
Less: Average goodwill and other intangibles		169,906			177,440		170,845			178,428
Average tangible common stockholders' equity	$	630,146		$	588,001	$	627,199		$	581,787
Average tangible assets:
Average total assets	$	6,720,492		$	6,186,974	$	6,654,495		$	5,876,463
Less: Average goodwill and other intangibles		169,906			177,440		170,845			178,428
Average tangible assets	$	6,550,586		$	6,009,534	$	6,483,650		$	5,698,035
Tangible net income available to common stockholders:
Net income available to common stockholders	$	28,297		$	8,944	$	49,899		$	11,714
Add: After-tax intangible asset amortization		1,344			1,365		2,616			2,731
Tangible net income available to common stockholders	$	29,641		$	10,309	$	52,515		$	14,445
Adjusted Tangible net income available to common stockholders:
Tangible net income available to common stockholders	$	29,641		$	10,309	$	52,515		$	14,445
Impairment charges on assets held for sale		1,942			—		2,546			715
Tax benefit on significant items		(529	)		—		(694	)		(199	)
Adjusted tangible net income available to common stockholders	$	31,054		$	10,309	$	54,367		$	14,961


	As of or For the Three Months Ended June 30,						As of or For the Six Months Ended June 30,
(dollars in thousands, except share and per share data)	2021			2020			2021			2020
Pre-tax pre-provision return on average assets:
Pre-tax pre-provision net income	$	36,195		$	28,385		$	69,735		$	46,856
Average total assets		6,720,492			6,186,974			6,654,495			5,876,463
Pre-tax pre-provision return on average assets		2.16	%		1.85	%		2.11	%		1.60	%
Adjusted pre-tax pre-provision return on average assets:
Adjusted pre-tax pre-provision net income	$	38,137		$	28,385		$	72,281		$	47,571
Average total assets		6,720,492			6,186,974			6,654,495			5,876,463
Adjusted pre-tax pre-provision return on average assets:		2.28	%		1.85	%		2.19	%		1.63	%
Net interest margin, fully taxable equivalent
Net interest income, fully taxable equivalent	$	58,443		$	52,797		$	115,333		$	105,764
Total average interest-earning assets		6,231,616			5,703,569			6,165,033			5,400,757
Net interest margin, fully taxable equivalent		3.76	%		3.72	%		3.77	%		3.94	%
Non-interest income to total revenues:
Non-interest income	$	21,002		$	12,829		$	36,744		$	22,136
Total revenues		79,176			65,438			151,558			127,570
Non-interest income to total revenues		26.53	%		19.61	%		24.24	%		17.35	%
Adjusted non-interest expense to average assets:
Adjusted non-interest expense	$	41,039		$	37,053		$	79,277		$	79,999
Average total assets		6,720,492			6,186,974			6,654,495			5,876,463
Adjusted non-interest expense to average assets		2.45	%		2.41	%		2.40	%		2.74	%
Adjusted efficiency ratio:
Adjusted non-interest expense excluding amortization of intangible assets	$	39,191		$	35,161		$	75,680		$	76,214
Total revenues		79,176			65,438			151,558			127,570
Adjusted efficiency ratio		49.50	%		53.73	%		49.93	%		59.74	%
Adjusted return on average assets:
Adjusted net income	$	29,905		$	9,139		$	52,142		$	12,621
Average total assets		6,720,492			6,186,974			6,654,495			5,876,463
Adjusted return on average assets		1.78	%		0.59	%		1.58	%		0.43	%
Adjusted return on average stockholders' equity:
Adjusted net income	$	29,905		$	9,139		$	52,142		$	12,621
Average stockholders' equity		810,490			775,879			808,482			770,653
Adjusted return on average stockholders' equity		14.80	%		4.74	%		13.01	%		3.29	%
Tangible common equity to tangible assets:
Tangible common equity	$	637,601		$	594,027		$	637,601		$	594,027
Tangible assets		6,371,568			6,217,048			6,371,568			6,217,048
Tangible common equity to tangible assets		10.01	%		9.55	%		10.01	%		9.55	%
Return on average tangible common stockholders' equity:
Tangible net income available to common stockholders	$	29,641		$	10,309		$	52,515		$	14,445
Average tangible common stockholders' equity		630,146			588,001			627,199			581,787
Return on average tangible common stockholders' equity:		18.87	%		7.05	%		16.88	%		4.99	%
Adjusted return on average tangible common stockholders' equity:
Adjusted tangible net income available to common stockholders	$	31,054		$	10,309		$	54,367		$	14,961
Average tangible common stockholders' equity		630,146			588,001			627,199			581,787
Adjusted return on average tangible common stockholders' equity		19.77	%		7.05	%		17.48	%		5.17	%
Tangible book value per share:
Tangible common equity	$	637,601		$	594,027		$	637,601		$	594,027
Common shares outstanding		38,094,972			38,383,217			38,094,972			38,388,217
Tangible book value per share	$	16.74		$	15.47		$	16.74		$	15.47

Forward-Looking Statements

Statements contained in this Annual Report on Form 10-K and in other documents we file with or furnish to the Securities and Exchange Commission (“SEC”) that are not historical facts may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, strategies, predictions, forecasts, objectives or assumptions of future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “expects,” “can,” “could,” “may,” “predicts,” “potential,” “opportunity,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “seeks,” “intends” and similar words or phrases. Accordingly, these statements involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual strategies, actions or results to differ materially from those expressed in such statements, and are not guarantees of future results or other events or performance. Because forward-looking statements are necessarily only estimates of future strategies, actions or results, based on management’s current expectations, assumptions and estimates on the date hereof, and there can be no assurance that actual strategies, actions or results will not differ materially from expectations, readers are cautioned not to place undue reliance on such statements.

Our ability to predict results or the actual effects of future plans, strategies or events is inherently uncertain. Factors which could cause actual results or conditions to differ materially from those reflected in forward-looking statements include:



the current and potential disruption to and impact on our business, capital, employees, financial condition, liquidity, operations, prospects and results of operations, including a decrease in revenue and an increase in expenses, as well as the trading price of our common stock as a result of the economic and other consequences, including the severity and duration, of the COVID-19 pandemic;



uncertainty regarding domestic and geopolitical developments and the United States and global economic outlook that may impact market conditions or affect demand for certain banking products and services, including as a result of the disruption of global, national, state and local economies associated with the COVID-19 pandemic, as well as federal, state and local government responses thereto, and the impact on our customers, which could impair the ability of our borrowers to repay outstanding loans and leases, impair collateral values and further increase our allowance for loan and lease losses, as well as result in possible asset impairment charges



unforeseen credit quality problems or changing economic conditions that could result in charge-offs greater than we have anticipated in our allowance for loan and lease losses or changes in the value of our investments;



commercial real estate market conditions in the Chicago metropolitan area and southern Wisconsin;



deterioration in the financial condition of our borrowers resulting in significant increases in our loan and lease losses and provisions for those losses and other related adverse impacts to our results of operations and financial condition, including as a result of the COVID-19 pandemic;



estimates of fair value of certain of our assets and liabilities, which could change in value significantly from period to period;



competitive pressures in the financial services industry relating to both pricing and loan and lease structures, which may impact our growth rate;



unanticipated developments in pending or prospective loan and/or lease transactions or greater-than-expected pay downs or payoffs of existing loans and leases;



inaccurate information and assumptions in our analytical and forecasting models used to manage our balance sheet;



unanticipated changes in monetary policies of the Federal Reserve or significant adjustments in the pace of, or market expectations for, future interest rate changes, including changes in response to the COVID-19 pandemic or otherwise;



availability of sufficient and cost-effective sources of liquidity, funding, and capital as and when needed;



our ability to attract, retain or the loss of key personnel or an inability to recruit appropriate talent cost-effectively;



adverse effects on our information technology systems resulting from failures, human error or cyberattack, including the potential impact of disruptions or security breaches at our third-party service providers, any of which could result in an information or security breach, the disclosure or misuse of confidential or proprietary information, significant legal and financial losses and reputational harm;



greater-than-anticipated costs to support the growth of our business, including investments in new lines of business, products and services, or technology, process improvements or other infrastructure enhancements, or greater-than-anticipated compliance or regulatory costs and burdens;



the impact of possible future acquisitions, if any, including the costs and burdens of integration efforts;



the ability of the Company to receive dividends from Byline Bank;



legislative or regulatory changes, particularly changes in regulation of financial services companies and/or the products and services offered by financial services companies, including those changes that are in response to the COVID-19 pandemic, including without limitation the CARES Act and the rules and regulations that have been and may be promulgated thereunder;



changes in Small Business Administration (“SBA”) and U.S. Department of Agriculture (“USDA”) U.S. government guaranteed lending rules, regulations, loan and lease products and funding limits, including specifically the SBA Section 7(a)



program, including as a result of the COVID-19 pandemic, as well as, changes in SBA or USDA standard operating procedures or changes to the status of Byline Bank as an SBA Preferred Lender;



changes in accounting principles, policies and guidelines applicable to bank holding companies and banking generally;



the impact of a possible change in the federal or state income tax rate on our deferred tax assets and provision for income tax expense;



our ability to implement our growth strategy, including via acquisitions;



the possibility that any of the anticipated benefits of acquisitions will not be realized or will not be realized within the expected time period;



the risk that the integration of acquisition operations will be materially delayed or will be more costly or difficult than expected;



the effect of mergers on customer relationships and operating results; and



other risks detailed from time to time in filings we make with the SEC.

These risks and uncertainties should be considered in evaluating any forward-looking statements, and undue reliance should not be placed on such statements. Forward looking statements speak only as of the date they are made. You should also consider the risks, assumptions and uncertainties set forth in the “Risk Factors” section of this Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2020, that was filed with the SEC on March 4, 2021, as well as those set forth in the reports we file with the SEC. We assume no obligation to update any of these statements in light of new information, future events or otherwise unless required under the federal securities laws.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our 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.

We seek 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 our assets, liabilities and off-balance sheet contracts each respond differently to changes in interest rates, including as a result of explicit and implicit provisions in agreements related to such assets and liabilities and in off-balance sheet contracts that alter the applicable interest rate and cash flow characteristics as interest rates change. The two primary examples of such provisions that we are exposed to are the duration and rate sensitivity associated with indeterminate-maturity deposits (e.g., non-interest-bearing checking accounts, negotiable order of withdrawal accounts, savings accounts and money market deposits accounts) and the rate of prepayment associated with fixed-rate lending and mortgage-backed securities. Interest rates may also affect loan demand, credit losses, and other items affecting earnings.

We are also exposed to interest rate risk through the retained portion of the U.S. government guaranteed loans we make and the related servicing rights. Our U.S. government guaranteed loan portfolio is comprised primarily of SBA 7(a) loans, virtually all of which are quarterly or monthly adjustable with the prime rate. The SBA portfolio reacts differently in a rising rate environment than our other non-guaranteed portfolios. Generally, when interest rates rise, the prepayments in the SBA portfolio tend to increase.

Our management of interest rate risk is overseen by our bank’s asset liability committee based on a risk management infrastructure approved by our board of directors that outlines reporting and measurement requirements. In particular, this infrastructure sets limits and management targets, calculated monthly, for various metrics, including our economic value sensitivity, our economic value of equity and net interest income simulations involving parallel shifts in interest rate curves, steepening and flattening yield curves, and various prepayment and deposit duration assumptions. Our 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, non-interest-bearing and interest-bearing demand deposit durations based on historical analysis and the targeted investment term of capital.

We manage the interest rate risk associated with our interest-bearing liabilities by managing the interest rates and tenors associated with our borrowings from the FHLB and PPPLF sources and deposits from our customers that we rely on for funding. In particular, from time to time we use special offers on deposits to alter the interest rates and tenors associated with our interest-bearing liabilities. We manage the interest rate risk associated with our interest-earning assets by managing the interest rates and tenors associated with our investment and loan portfolios, from time to time purchasing and selling investment securities.

We utilize interest rate derivatives to hedge our interest rate exposure on commercial loans when it meets our clients’ and Byline Bank’s needs. Typically, customer interest rate swaps are for terms of more than five years. As of June 30, 2021, we had a notional amount of $865.5 million of interest rate swaps outstanding, which includes customer swaps and those on Byline Bank’s balance sheet. The overall effectiveness of our hedging strategies is subject to market conditions, the quality of our execution, the accuracy of our valuation assumptions, the associated counterparty credit risk and changes in interest rates.

We do not engage in speculative trading activities relating to interest rates, foreign exchange rates, commodity prices, equities or credit.

We are also subject to credit risk. Credit risk is the risk that borrowers or counterparties will be unable or unwilling to repay their obligations in accordance with the underlying contractual terms. We manage and control credit risk in the loan and lease portfolio by adhering to well-defined underwriting criteria and account administration standards established by management. Written credit policies document underwriting standards, approval levels, exposure limits and other limits or standards deemed necessary and prudent. Portfolio diversification at the obligor, industry, product and/or geographic location levels is actively managed to mitigate concentration risk. In addition, credit risk management also includes an independent credit review process that assesses compliance with commercial, real estate and other credit policies, risk ratings, and other critical credit information. In addition to implementing risk management practices that are based upon established and sound lending practices, we adhere to sound credit principles. We understand and evaluate our customers’ borrowing needs and capacity to repay, in conjunction with their character and history.

Evaluation of Interest Rate Risk

We use a net interest income simulation model to measure and evaluate potential changes in our net interest income. We run various hypothetical interest rate scenarios at least monthly and compare these results against a scenario with no changes in interest rates. Our net interest income simulation model incorporates various assumptions, which we believe 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 on and off balance sheet, (4) differing sensitivities of financial instruments due to differing underlying rate indices, (5) the effect of interest rate limitations on our assets, such as floors and caps, (6) the effect of our interest rate swaps and (7) overall growth and repayment rates and product mix of assets and liabilities. Because of 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 our results but rather as a means to better plan and execute appropriate asset-liability management strategies and manage our interest rate risk.

Potential changes to our net interest income in hypothetical rising and declining rate scenarios calculated as of June 30, 2021 is presented in the following table. The projections assume (1) immediate, parallel shifts downward of the yield curve of 100 basis points and immediate, parallel shifts upward of the yield curve of 100, 200 and 300 basis points and (2) gradual shift downward of 100 basis points over 12 months and gradual shifts upward of 100 and 200 basis points over 12 months. In the current interest rate environment, a downward shift of the yield curve of 200, and 300 basis points does not provide us with meaningful results. In a downward parallel shift of the yield curve, interest rates at the short-end of the yield curve are not modeled to decline any further than 0%. For the dynamic balance sheet and rate shift scenarios, we assume interest rates follow a forward yield curve and then increase it by 1/12th of the total change in rates each month for twelve months.


	Immediate Shifts
Twelve Months Ending	+300 basis points			+200 basis points			+100 basis points			-100 basis points
As of June 30, 2022
Percentage change		20.4	%		12.9	%		4.2	%		-3.8	%
Dollar amount	$	243,295		$	228,053		$	210,053		$	194,400
As of June 30, 2023
Percentage change		31.1	%		20.4	%		8.1	%		-6.9	%
Dollar amount	$	254,487		$	233,694		$	209,949		$	180,760

For dynamic balance sheet and rate shifts, a gradual shift downward of 100 basis points would result in a 0.4% decrease in net interest income, and a gradual shift upwards of 100 and 200 basis points would result in 4.1% and 8.2% increases to net interest income, respectively, over the next 12 months.

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, our 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 our 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 faster than our assets re-price. Actual results could differ from those projected if we grow assets and liabilities faster or slower than estimated, if we experience substantially different repayment speeds in our loan portfolio than those assumed in the simulation model, if we experience a net outflow of deposit liabilities or if our mix of assets and liabilities otherwise changes.

These simulation results do not contemplate all the actions that we may undertake in response to potential or actual changes in interest rates, such as changes to our loan, investment, deposit, funding or hedging strategies.

Item 4. Controls and Procedures.

The Company’s management, including our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of June 30, 2021, the Company’s disclosure controls and procedures were effective to provide reasonable assurance 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 rules and forms of the SEC and is accumulated and communicated to the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended June 30, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

We operate in a highly regulated environment. From time to time we are a party to various litigation matters incidental to the conduct of our business. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

Item 1A. Risk Factors.

There have been no material changes to the risk factors previously disclosed in the “Risk Factors” section included in our Form 10-K for our fiscal year ended December 31, 2020 that was filed with the SEC on March 4, 2021.

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

On December 10, 2020, we announced that our Board of Directors approved a stock repurchase program authorizing the purchase of up to an aggregate of 1,250,000 shares of our outstanding common stock. The shares may, at the discretion of management, be repurchased from time to time in open market purchases as market conditions warrant or in privately negotiated transactions. We are not obligated to purchase any shares under the program, and the program may be discontinued at any time. The actual timing, number and share price of shares purchased under the repurchase program will be determined by the Company at its discretion and will depend on a number of factors, including the market price of the Company’s stock, general market and economic conditions and applicable legal requirements. The program will be in effect until December 31, 2022 unless terminated earlier. The table below includes information regarding purchases of our common stock pursuant to the repurchase program during the quarter ended June 30, 2021.


Issuer Purchases of Equity Securities
							Maximum Number of
	Total		Average		Total Number of Shares		Shares that
	Number of		Price		Purchased as Part of a		May Yet Be
	Shares		Paid per		Publicly Announced		Purchased Under the
	Purchased(1)		Share		Plan or Program		Plan or Program
April 1 - April 30, 2021		12,338	$	21.51		3,000		901,604
May 1 - May 31, 2021		—		—		—		901,604
June 1 - June 30, 2021		542,017		22.46		535,744		359,587
Total		554,355	$	22.44		538,744

(1)

Also includes 15,611 shares acquired pursuant to the Company’s 2017 Omnibus Incentive Compensation Plan. Under the terms of compensation plan, the Company can accept previously owned shares of common stock to be surrendered to satisfy tax withholding obligations associated with the vesting of restricted stock.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.


		EXHIBIT
Number		Description
3.1		Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-218362) filed on June 19, 2017 and incorporated herein by reference)
3.2		Amended and Restated Bylaws (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-218362) filed on June 19, 2017 and incorporated herein by reference)
3.3		Certificate of Designations of 7.50% Fixed-to-Floating Noncumulative Perpetual Preferred Stock, Series B (filed as Exhibit 3.4 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-218362) filed on June 19, 2017 and incorporated herein by reference)
4.1		Certain instruments defining the rights of holders of long-term debt securities of the registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
10.1		Employment Agreement with Thomas Abraham, dated December 19, 2019 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-k (File No. 001-38139) filed on April 13, 2021 and incorporated herein by reference).
31.1		Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-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 Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, and Section 302 of the Sarbanes-Oxley Act of 2002
32.1(a)		Certification of Chief Executive Officer and 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		Financial information from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, formatted in Inline XBRL interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements of Condition; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Changes in Stockholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded with the Inline XBRL document.

(a)

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

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.


	Byline Bancorp, Inc.
Date: August 5, 2021	By:	/s/	Roberto R. Herencia
			Roberto R. Herencia
			Chief Executive Officer
			(Principal Executive Officer)

Date: August 5, 2021	By:	/s/	Lindsay Corby
			Lindsay Corby
			Executive Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)