FIRST BUSINESS FINANCIAL SERVICES, INC. - Quarter Report: 2020 September (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 September 30, 2020


☐						Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number 001-34095

FIRST BUSINESS FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)


Wisconsin						39-1576570

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

401 Charmany Drive

53719

Madison

Wisconsin

(Address of Principal Executive Offices)

(Zip Code)

(608) 238-8008

Registrant’s telephone number, including area code

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

FBIZ

The Nasdaq Stock Market LLC

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

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

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 þ

The number of shares outstanding of the registrant’s sole class of common stock, par value $0.01 per share, on October 16, 2020 was 8,518,259 shares.

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FIRST BUSINESS FINANCIAL SERVICES, INC.

INDEX — FORM 10-Q


PART I. Financial Information			1
Item 1. Financial Statements			1
Consolidated Balance Sheets (Unaudited)			1
Consolidated Statements of Income (Unaudited)			2
Consolidated Statements of Comprehensive Income (Unaudited)			4
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)			5
Consolidated Statements of Cash Flows (Unaudited)			7
Notes to Unaudited Consolidated Financial Statements			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			40
Item 3. Quantitative and Qualitative Disclosures about Market Risk			65
Item 4. Controls and Procedures			65
PART II. Other Information			65
Item 1. Legal Proceedings			65
Item 1A. Risk Factors			66
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			66
Item 3. Defaults Upon Senior Securities			66
Item 4. Mine Safety Disclosures			66
Item 5. Other Information			66
Item 6. Exhibits			66
Signatures			66

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PART I. Financial Information

Item 1. Financial Statements

First Business Financial Services, Inc.

Consolidated Balance Sheets


		September 30, 2020		December 31, 2019
		(Unaudited)
	(In Thousands, Except Share Data)
Assets
Cash and due from banks		$	28,228	$	16,107
Short-term investments		23,500		50,995
Cash and cash equivalents		51,728		67,102
Securities available-for-sale, at fair value		179,274		173,133
Securities held-to-maturity, at amortized cost		28,897		32,700
Loans held for sale		15,049		5,205
Loans and leases receivable, net of allowance for loan and lease losses of $30,817 and $19,520, respectively		2,139,482		1,695,115
Premises and equipment, net		2,130		2,557
Foreclosed properties		613		2,919
Right-of-use assets		6,141		6,906
Bank-owned life insurance		51,798		42,761
Federal Home Loan Bank stock, at cost		15,153		7,953
Goodwill and other intangible assets		12,024		11,922
Accrued interest receivable and other assets		99,558		48,506
Total assets		$	2,601,847	$	2,096,779
Liabilities and Stockholders’ Equity
Deposits		$	1,821,375	$	1,530,379
Federal Home Loan Bank advances and other borrowings		483,517		319,382
Junior subordinated notes		10,058		10,047
Lease liabilities		6,728		7,541
Accrued interest payable and other liabilities		79,384		35,274
Total liabilities		2,401,062		1,902,623

Stockholders’ equity:
Preferred stock, $0.01 par value, 2,500,000 shares authorized, none issued or outstanding		—		—
Common stock, $0.01 par value, 25,000,000 shares authorized, 9,227,351 and 9,162,720 shares issued, 8,561,714 and 8,566,044 shares outstanding at September 30, 2020 and December 31, 2019, respectively		92		92
Additional paid-in capital		82,620		81,188
Retained earnings		135,760		129,105
Accumulated other comprehensive loss		(1,170)		(1,348)
Treasury stock, 665,637 and 596,676 shares at September 30, 2020 and December 31, 2019, respectively, at cost		(16,517)		(14,881)
Total stockholders’ equity		200,785		194,156
Total liabilities and stockholders’ equity		$	2,601,847	$	2,096,779

See accompanying Notes to Unaudited Consolidated Financial Statements.

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First Business Financial Services, Inc.

Consolidated Statements of Income (Unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2020		2019		2020		2019
	(In Thousands, Except Per Share Data)
Interest income
Loans and leases	$	21,105	$	23,922	$	64,502	$	72,033
Securities	1,004		1,194		3,262		3,464
Short-term investments	167		322		644		930
Total interest income	22,276		25,438		68,408		76,427
Interest expense
Deposits	1,623		6,006		7,663		18,060
Federal Home Loan Bank advances and other borrowings	1,752		2,376		5,352		6,153
Junior subordinated notes	280		280		835		832
Total interest expense	3,655		8,662		13,850		25,045
Net interest income	18,621		16,776		54,558		51,382
Provision for loan and lease losses	3,835		1,349		12,487		613
Net interest income after provision for loan and lease losses	14,786		15,427		42,071		50,769
Non-interest income
Private wealth management service fees	2,167		2,060		6,402		6,125
Gain on sale of Small Business Administration loans	760		454		1,598		993

Service charges on deposits	881		795		2,527		2,314
Loan fees	478		439		1,414		1,316
Increase in cash surrender value of bank-owned life insurance	365		305		1,037		894
Net loss on sale of securities	—		(4)		(4)		(5)
Commercial loan swap fees	2,446		374		5,782		1,898
Other non-interest income	311		1,369		1,385		2,699
Total non-interest income	7,408		5,792		20,141		16,234
Non-interest expense
Compensation	11,857		10,324		33,705		30,991
Occupancy	570		580		1,696		1,730
Professional fees	943		751		2,621		2,745
Data processing	679		654		2,066		1,923
Marketing	356		548		1,169		1,611
Equipment	310		277		905		938
Computer software	1,017		859		2,873		2,485
FDIC insurance	312		1		760		595
Collateral liquidation costs	45		110		281		108
Net (gain) loss on foreclosed properties	(121)		262		329		241
Tax credit investment impairment (recovery)	113		(120)		2,066		3,982
SBA recourse provision (benefit)	57		(427)		53		167
Loss on early extinguishment of debt	—		—		744		—
Other non-interest expense	620		897		1,977		2,406
Total non-interest expense	16,758		14,716		51,245		49,922
Income before income tax benefit	5,436		6,503		10,967		17,081
Income tax expense (benefit)	1,143		1,418		73		(475)
Net income	$	4,293	$	5,085	$	10,894	$	17,556
Earnings per common share

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Basic	$	0.50	$	0.59	$	1.27	$	2.01
Diluted	0.50		0.59		1.27		2.01
Dividends declared per share	0.165		0.15		0.495		0.45

See accompanying Notes to Unaudited Consolidated Financial Statements.

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First Business Financial Services, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2020		2019		2020		2019
	(In Thousands)
Net income	$	4,293	$	5,085	$	10,894	$	17,556
Other comprehensive income (loss), before tax
Securities available-for-sale:
Unrealized securities (losses) gains arising during the period	(377)		64		3,860		3,302
Reclassification adjustment for net loss realized in net income	—		4		4		5
Securities held-to-maturity:
Amortization of net unrealized losses transferred from available-for-sale	10		14		30		42
Interest rate swaps:
Unrealized gain (losses) on interest rate swaps arising during the period	389		(846)		(3,654)		(3,310)
Income tax (expense) benefit	(6)		195		(62)		(10)
Total other comprehensive income (loss)	16		(569)		178		29
Comprehensive income	$	4,309	$	4,516	$	11,072	$	17,585

See accompanying Notes to Unaudited Consolidated Financial Statements.

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First Business Financial Services, Inc.

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)


	Common Shares Outstanding	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
	(In Thousands, Except Share Data)
Balance at January 1, 2019	8,785,480	$	91	$	79,623	$	110,310	$	(1,684)	$	(7,633)	$	180,707
Cumulative effect of adoption of ASC Topic 842	—	—		—		687		—		—		687
Net income	—	—		—		5,899		—		—		5,899
Other comprehensive income	—	—		—		—		279		—		279


Share-based compensation - restricted shares, net	49,730	—		318		—		—		—		318
Cash dividends ($0.15 per share)	—	—		—		(1,312)		—		—		(1,312)
Treasury stock purchased	(70,074)	—		—		—		—		(1,478)		(1,478)

Balance at March 31, 2019	8,765,136	91		79,941		115,584		(1,405)		(9,111)		185,100
Net income	—	—		—		6,572		—		—		6,572
Other comprehensive income	—	—		—		—		319		—		319


Share-based compensation - restricted shares, net	31,151	—		410		—		—		—		410
Cash dividends ($0.15 per share)	—	—		—		(1,315)		—		—		(1,315)
Treasury stock purchased	(96,831)	—		—		—		—		(2,231)		(2,231)

Balance at June 30, 2019	8,699,456	$	91	$	80,351	$	120,841	$	(1,086)	$	(11,342)	$	188,855
Net income	—	—		—		5,085		—		—		5,085
Other comprehensive loss	—	—		—		—		(569)		—		(569)


Share-based compensation - restricted shares, net	6,930	1		389		—		—		—		390
Cash dividends ($0.15 per share)	—	—		—		(1,298)		—		—		(1,298)
Treasury stock purchased	(70,301)	—		—		—		—		(1,671)		(1,671)

Balance at September 30, 2019	8,636,085	$	92	$	80,740	$	124,628	$	(1,655)	$	(13,013)	$	190,792

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	Common Shares Outstanding	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
	(In Thousands, Except Share Data)
Balance at January 1, 2020	8,566,044	$	92	$	81,188	$	129,105	$	(1,348)	$	(14,881)	$	194,156

Net income	—	—		—		3,278		—		—		3,278
Other comprehensive income	—	—		—		—		663		—		663



Share-based compensation - restricted shares, net	63,684	—		417		—		—		—		417

Cash dividends ($0.165 per share)	—	—		—		(1,410)		—		—		(1,410)
Treasury stock purchased	(58,594)	—		—		—		—		(1,447)		(1,447)

Balance at March 31, 2020	8,571,134	92		81,605		130,973		(685)		(16,328)		195,657

Net income	—	—		—		3,323		—		—		3,323
Other comprehensive loss	—	—		—		—		(501)		—		(501)



Share-based compensation - restricted shares, net	5,357	—		516		—		—		—		516

Cash dividends ($0.165 per share)	—	—		—		(1,414)		—		—		(1,414)
Treasury stock purchased	(1,357)	—		—		—		—		(19)		(19)

Balance at June 30, 2020	8,575,134	$	92	$	82,121	$	132,882	$	(1,186)	$	(16,347)	$	197,562

Net income	—	—		—		4,293		—		—		4,293
Other comprehensive income	—	—		—		—		16		—		16



Share-based compensation - restricted shares, net	(4,410)	—		499		—		—		—		499

Cash dividends ($0.165 per share)	—	—		—		(1,415)		—		—		(1,415)
Treasury stock purchased	(9,010)	—		—		—		—		(170)		(170)

Balance at September 30, 2020	8,561,714	$	92	$	82,620	$	135,760	$	(1,170)	$	(16,517)	$	200,785

See accompanying Notes to Unaudited Consolidated Financial Statements.

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First Business Financial Services, Inc.

Consolidated Statements of Cash Flows (Unaudited)


	For the Nine Months Ended September 30,
	2020		2019
	(In Thousands)
Operating activities
Net income	$	10,894	$	17,556
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes, net	(2,291)		105
Impairment of tax credit investments	2,066		3,982
Provision for loan and lease losses	12,487		613
SBA recourse provision	53		167
Depreciation, amortization and accretion, net	2,509		2,252
Share-based compensation	1,432		1,118
Net loss on sale of securities	4		5
Gain on sale of a state tax credit	—		(206)
Increase in bank-owned life insurance policies	(1,037)		(894)
Origination of loans for sale	(56,923)		(39,799)
Sale of loans originated for sale	48,676		43,009
Gain on sale of SBA loans	(1,598)		(993)
Net loss on foreclosed properties, including impairment valuation	329		241
Loan servicing right impairment valuation	(3)		25
Excess tax benefit from share-based compensation	(35)		(74)

Payments on operating leases	(1,166)		(1,143)
Payments received on operating leases	84		—
Net increase in accrued interest receivable and other assets	(52,492)		(24,918)
Net increase in accrued interest payable and other liabilities	42,429		19,710
Net cash provided by operating activities	5,418		20,756
Investing activities
Proceeds from maturities, redemptions, and paydowns of available-for-sale securities	40,353		21,225
Proceeds from maturities, redemptions, and paydowns of held-to-maturity securities	3,759		4,282
Proceeds from sale of available-for-sale securities	839		15,249
Purchases of available-for-sale securities	(43,751)		(55,608)

Proceeds from sale of foreclosed properties	2,057		—

Net increase in loans and leases	(456,933)		(104,229)

Investments in limited partnerships	(750)		(1,250)
Returns of investments in limited partnerships	—		1,499

Investment in historic development entities	(259)		(4,505)
Distributions from historic development entities	30		—
Investment in Federal Home Loan Bank stock	(13,422)		(4,700)
Proceeds from the sale of Federal Home Loan Bank stock	6,222		3,625
Purchases of leasehold improvements and equipment, net	(204)		(108)
Purchases of bank-owned life insurance policies	(8,000)		—


Net cash used in investing activities	(470,059)		(124,520)
Financing activities
Net increase in deposits	290,996		53,517
Proceeds from Federal Home Loan Bank advances	979,200		435,000
Repayment of Federal Home Loan Bank advances	(845,444)		(401,000)
Loss on early extinguishment of debt	744		—

Repayment of subordinated notes payable	—		(15,000)
Proceeds from issuance of subordinated notes payable	—		15,000

Proceeds from the Federal Reserve Paycheck Protection Program Lending Facility	29,605		—
Net increase (decrease) in long-term borrowed funds	41		(36)


Cash dividends paid	(4,239)		(3,925)

Purchase of treasury stock	(1,636)		(5,380)
Net cash provided by financing activities	449,267		78,176
Net decrease in cash and cash equivalents	(15,374)		(25,588)
Cash and cash equivalents at the beginning of the period	67,102		86,546
Cash and cash equivalents at the end of the period	$	51,728	$	60,958
Supplementary cash flow information
Cash paid during the period for:
Interest paid on deposits and borrowings	$	15,223	$	25,828

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Income taxes paid	3,436	1,303
Non-cash investing and financing activities:
Increase in right-of-use exchange for operating lease liability	190	—



Transfer from loans and leases to foreclosed properties	80	596

See accompany Notes to Unaudited Consolidated Financial Statements

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Notes to Unaudited Consolidated Financial Statements

Note 1 — Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

The accounting and reporting practices of First Business Financial Services, Inc. (“FBFS” or the “Corporation”), through our wholly-owned subsidiary, First Business Bank (“FBB” or the “Bank”), have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). FBB operates as a commercial banking institution primarily in Wisconsin and the greater Kansas City Metro. FBB also offers private wealth management services through First Business Trust & Investments (“FBTI”) and bank consulting services through First Business Consulting Services (“FBCS”), both divisions of FBB. The Bank provides a full range of financial services to businesses, business owners, executives, professionals, and high net worth individuals. The Bank is subject to competition from other financial institutions and service providers and is also subject to state and federal regulations. FBB has the following wholly-owned subsidiaries: First Business Capital Corp. (“FBCC”), First Madison Investment Corp. (“FMIC”), First Business Equipment Finance, LLC (“FBEF”), ABKC Real Estate, LLC (“ABKC”), FBB Real Estate 2, LLC (“FBB RE 2”), Rimrock Road Investment Fund, LLC (“Rimrock Road”), BOC Investment, LLC (“BOC”), Mitchell Street Apartments Investment, LLC (“Mitchell Street”), and FBB Tax Credit Investment LLC (“FBB Tax Credit”). FMIC is located in and was formed under the laws of the state of Nevada.

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements were prepared in accordance with GAAP and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Corporation’s Consolidated Financial Statements and footnotes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019. The unaudited Consolidated Financial Statements include the accounts of the Corporation and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 810, the Corporation’s ownership interest in FBFS Statutory Trust II (“Trust II”) has not been consolidated into the financial statements.

Management of the Corporation is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Material estimates that could significantly change in the near-term include the value of securities and interest rate swaps, level of the allowance for loan and lease losses, lease residuals, property under operating leases, goodwill, level of the Small Business Administration (“SBA”) recourse reserve, and income taxes. The results of operations for the three and nine months ended September 30, 2020, are not necessarily indicative of results that may be expected for any other interim period or the entire fiscal year ending December 31, 2020. Certain amounts in prior periods may have been reclassified to conform to the current presentation. Subsequent events have been evaluated through the date of the issuance of the unaudited Consolidated Financial Statements. No significant subsequent events have occurred through this date requiring adjustment to the financial statements or disclosures.

The Corporation has not changed its significant accounting and reporting policies from those disclosed in the Corporation’s Form 10-K for the year ended December 31, 2019.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments- Credit Losses (Topic 326),” which is often referred to as CECL. The ASU replaces the incurred loss impairment methodology for recognizing credit losses with a methodology that reflects all expected credit losses. The ASU also requires consideration of a broader range of information to inform credit loss estimates, including such factors as past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, and any other financial asset not excluded from the scope under which the Corporation has the contractual right to receive cash. Entities will apply the amendments in the ASU through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. In November 2019, the FASB issued ASU No. 2019-10, “Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842).” The ASU delays the effective date for the credit losses standard from January 2020 to January 2023 for certain entities, including certain Securities and Exchange Commission filers, public business entities, and private companies. As a smaller reporting company, the Corporation is eligible for the delay and will be deferring adoption. The Corporation has established a cross-functional committee and has implemented a third-party software solution to assist with the adoption of the

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standard. Management has gathered all necessary data and reviewed potential methods to calculate the expected credit losses. Management is currently calculating sample expected loss computations and developing the allowance methodology and assumptions that will be used under the new standard. Management will continue to progress on its implementation project plan and improve the Corporation’s approach throughout the deferral period.

Note 2 — Significant Events

On March 11, 2020, the World Health Organization declared COVID-19, the disease caused by the novel coronavirus, a pandemic as a result of the global spread of the coronavirus illness. In response to the outbreak, federal and state authorities in the U.S. introduced various measures to try to limit or slow the spread of the virus, including travel restrictions, nonessential business closures, stay-at-home orders, and strict social distancing. The Corporation activated its Pandemic Preparedness Plan to protect the health of employees and clients, which includes temporarily limiting lobby hours and transitioning the vast majority of the Corporation’s workforce to remote work. The Corporation has not incurred any significant disruptions to its business activities.

The full impact of COVID-19 is unknown and rapidly evolving. It has caused substantial disruption in international and U.S. economies, markets, and employment. The outbreak is having a significant adverse impact on certain industries the Corporation serves, including retail, restaurants and food services, hospitality, and entertainment. As of September 30, 2020, the Corporation’s aggregate outstanding exposure in these segments was $188.5 million, or 10.2% of the Corporation’s gross loans and leases. Based on management’s current assessment of the increased inherent risk in the loan portfolio, the allowance for loan and leases losses increased $11.3 million, or 57.9%, compared to December 31, 2019. The increase in the allowance for loan and lease losses was in large part due to an increase in specific reserves on impaired loans, in addition to several qualitative factors after careful evaluation by management. Most notably, an increase in specific reserves of $5.5 million was driven by deterioration of two existing legacy SBA impaired relationships and one relationship in the hospitality industry. Additionally, a $4.7 million increase was due to the economic conditions caused by the pandemic, including the increase in the unemployment rate, management’s ongoing review and grading of the loan and lease portfolios, consideration of delinquency experience, and the level of loans and leases subject to more frequent review by management. Because of the significant uncertainties related to the ultimate duration of the COVID-19 pandemic and its effects on clients and prospects, and on the national and local economy as a whole, there can be no assurances as to how the crisis may ultimately affect the Corporation’s loan portfolio.

The Corporation provided loan payment deferrals of up to six months to certain borrowers impacted by COVID-19 who were current in their payments at the inception of the Corporation’s loan modification program. As of September 30, 2020, the Corporation had 60 deferral requests outstanding, representing $131.5 million in total loans, or 7.1% of gross loans and leases, excluding gross PPP loans, compared to $323.2 million, or 18.6% of gross loans and leases, excluding gross PPP loans as of June 30, 2020. For loans subject to the program, each borrower is required to resume making regularly scheduled loan payment at the end of the modification period and the deferred amounts will be moved to the end of the loan term. The loan will not be reported as past due during the deferral period.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act is a $2 trillion stimulus package to provide relief to U.S. businesses and consumers struggling as a result of the pandemic. A provision in the CARES Act includes a $349 billion fund for the creation of the Paycheck Protection Program (“PPP”) through the Small Business Administration (“SBA”) and Treasury Department. On April 24, 2020, the Paycheck Protection Program and Health Care Enhancement Act was signed into law, adding an additional $320 billion of funding to the PPP. The PPP is intended to provide loans to small businesses to pay their employees, rent, mortgage interest, and utilities. The loans may be forgiven conditioned upon the client providing payroll documentation evidencing their compliant use of funds and otherwise complying with the terms of the program. The Corporation began accepting and processing applications for loans under the PPP on April 3, 2020. As of September 30, 2020, the Corporation had $332.3 million in gross PPP loans outstanding and deferred processing fees outstanding of $6.9 million. The processing fees are deferred and recognized over the contractual life of the loan, or accelerated at forgiveness, as an adjustment of yield using the interest method. During the three and nine months ended September 30, 2020, $1.1 million and $2.0 million was recognized in loans and leases interest income in the unaudited Consolidated Statements of Income, respectively. The SBA provides a guaranty to the lender of 100% of principal and interest, unless the lender violated an obligation under the agreement. As loan losses are expected to be immaterial, if any at all, due to the guaranty, management excluded the PPP loans from the allowance for loan and lease losses calculation. Management funded these short-term loans primarily through a combination of excess cash held at the Federal Reserve and from an increase in in-market deposits.

Goodwill Impairment Analysis

The Company completed an impairment analysis of goodwill as of August 1, 2020 and determined there was no impairment.

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Goodwill impairment exists when a reporting unit’s carrying value exceeds its fair value. A qualitative assessment is performed to determine whether it is more likely than not that the fair value of equity of the reporting unit exceeds the carrying value.

As part of the Corporation’s qualitative assessment of goodwill impairment, management considered the triggering event of the COVID-19 pandemic and determined that the significant change in the general economic environment and financial markets, including the Corporation’s market capitalization, represents an interim impairment indicator requiring continued evaluation.

The Corporation performed Step 1, quantitative goodwill impairment testing, as of August 1, 2020. The initial basis for the valuation was a forecast prepared by management for the years ended 2020 through 2024. The income approach as well as the market approach were utilized by an independent third party to determine the fair value of the Corporation’s goodwill. The fair value of the Corporation’s equity based on the analysis performed was $289.0 million, which exceeded its book value by $89.4 million, or 44.8%, as of August 1, 2020. Based on the analysis performed, management concluded the Corporation’s goodwill is not impaired as of August 1, 2020.

Note 3 — Earnings per Common Share

Earnings per common share are computed using the two-class method. Basic earnings per common share are computed by dividing net income allocated to common shares by the weighted-average number of shares outstanding during the applicable period, excluding outstanding participating securities. Participating securities include unvested restricted shares. Unvested restricted shares are considered participating securities because holders of these securities receive non-forfeitable dividends, or dividend equivalents, at the same rate as holders of the Corporation’s common stock. Diluted earnings per share are computed by dividing net income allocated to common shares adjusted for reallocation of undistributed earnings of unvested restricted shares by the weighted average number of shares determined for the basic earnings per common share computation plus the dilutive effect of common stock equivalents using the treasury stock method.


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2020		2019		2020		2019
	(Dollars in Thousands, Except Share Data)
Basic earnings per common share
Net income	$	4,293	$	5,085	$	10,894	$	17,556
Less: earnings allocated to participating securities	110		111		284		340
Basic earnings allocated to common stockholders	$	4,183	$	4,974	$	10,610	$	17,216
Weighted-average common shares outstanding, excluding participating securities	8,404,084		8,492,445		8,380,676		8,546,192
Basic earnings per common share	$	0.50	$	0.59	$	1.27	$	2.01

Diluted earnings per common share
Earnings allocated to common stockholders, diluted	$	4,183	$	4,974	$	10,610	$	17,216




Weighted-average diluted common shares outstanding, excluding participating securities	8,404,084		8,492,445		8,380,676		8,546,192
Diluted earnings per common share	$	0.50	$	0.59	$	1.27	$	2.01

Note 4 — Share-Based Compensation

The Corporation adopted the 2019 Equity Incentive Plan (the “Plan”) during the quarter ended June 30, 2019. The Plan is administered by the Compensation Committee of the Board of Directors of the Corporation and provides for the grant of equity ownership opportunities through incentive stock options and nonqualified stock options, restricted stock, restricted stock units, dividend equivalent units, and any other type of award permitted by the Plan. As of September 30, 2020, 151,899 shares were available for future grants under the Plan. Shares covered by awards that expire, terminate, or lapse will again be available for the grant of awards under the Plan. The Corporation may issue new shares and shares from its treasury stock for shares delivered under the Plan.

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Restricted Stock

Under the Plan, the Corporation may grant restricted stock awards, restricted stock units, and other stock-based awards to plan participants, subject to forfeiture upon the occurrence of certain events until the dates specified in the participant’s award agreement. While restricted stock is subject to forfeiture, restricted stock award participants may exercise full voting rights and will receive all dividends and other distributions paid with respect to the restricted shares. Restricted stock units do not have voting rights and are provided dividend equivalents. The restricted stock granted under the Plan is typically subject to a vesting period. Compensation expense for restricted stock is recognized over the requisite service period of generally four years for the entire award on a straight-line basis. Upon vesting of restricted stock, the benefit of tax deductions in excess of recognized compensation expense is reflected as an income tax benefit in the unaudited Consolidated Statements of Income.

The Corporation also issues a combination of performance based restricted stock units and restricted stock awards to its executive officers. Vesting of the performance based restricted stock units will be measured on Total Shareholder Return (“TSR”) and Return on Average Equity (“ROAE”) and will cliff-vest after a three-year measurement period based on the Corporation’s performance relative to a custom peer group. At the end of the performance period, the number of actual shares to be awarded varies between 0% and 200% of target amounts. The restricted stock awards issued to executive officers will vest ratably over a three-year period. Compensation expense is recognized for performance based restricted stock units over the requisite service and performance period of generally three years for the entire expected award on a straight-line basis. The compensation expense for the awards expected to vest for the percentage of performance based restricted stock units subject to the ROAE metric will be adjusted if there is a change in the expectation of ROAE. The compensation expense for the awards expected to vest for the percentage of performance based restricted stock units subject to the TSR metric are never adjusted, and are amortized utilizing the accounting fair value provided using a Monte Carlo pricing model.

Restricted stock activity for the year ended December 31, 2019 and the nine months ended September 30, 2020 was as follows:


	Number of Restricted Shares/Units	Weighted Average Grant-Date Fair Value
Nonvested balance as of January 1, 2019	131,621	$	21.02
Granted	95,265	23.64
Vested	(48,207)	20.62
Forfeited	(1,744)	23.67
Nonvested balance as of December 31, 2019	176,935	22.51
Granted⁽¹⁾	75,345	26.10
Vested	(49,978)	22.27
Forfeited	(10,714)	22.89
Nonvested balance as of September 30, 2020	191,588	$	24.30

(1)The number of restricted shares/units shown includes the shares that would be granted if the target level of performance is achieved related to the performance based restricted stock units. The number of shares actually issued may vary.

As of September 30, 2020, the Corporation had $3.7 million of unvested compensation expense, which the Corporation expects to recognize over a weighted-average period of approximately 2.30 years.

Share-based compensation expense related to restricted stock included in the unaudited Consolidated Statements of Income was as follows:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2020		2019		2020		2019
	(In Thousands)
Share-based compensation expense	$	499	$	390	$	1,432	$	1,118

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Note 5 — Securities

The amortized cost and fair value of securities available-for-sale and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows:


	As of September 30, 2020
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In Thousands)
Available-for-sale:
U.S. government agency securities - government-sponsored enterprises	$	21,601	$	10	$	(74)	$	21,537
Municipal securities	13,520		462		(19)		13,963

Residential mortgage-backed securities - government issued	11,018		527		—		11,545
Residential mortgage-backed securities - government-sponsored enterprises	107,765		2,691		(9)		110,447
Commercial mortgage-backed securities - government issued	5,848		194		—		6,042
Commercial mortgage-backed securities - government-sponsored enterprises	12,639		811		—		13,450
Other securities	2,205		85		—		2,290
	$	174,596	$	4,780	$	(102)	$	179,274


	As of December 31, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In Thousands)
Available-for-sale:
U.S. government agency securities - government-sponsored enterprises	$	23,616	$	152	$	(10)	$	23,758
Municipal securities	160		—		—		160

Residential mortgage-backed securities - government issued	16,119		234		(5)		16,348
Residential mortgage-backed securities - government-sponsored enterprises	111,561		847		(406)		112,002
Commercial mortgage-backed securities - government issued	6,705		45		(87)		6,663
Commercial mortgage-backed securities - government-sponsored enterprises	11,953		23		(9)		11,967
Other securities	2,205		30		—		2,235
	$	172,319	$	1,331	$	(517)	$	173,133

The amortized cost and fair value of securities held-to-maturity and the corresponding amounts of gross unrealized gains and losses were as follows:

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	As of September 30, 2020
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In Thousands)
Held-to-maturity:

Municipal securities	$	18,591	$	470	$	(21)	$	19,040

Residential mortgage-backed securities - government issued	4,121		131		—		4,252
Residential mortgage-backed securities - government-sponsored enterprises	4,173		180		—		4,353
Commercial mortgage-backed securities - government-sponsored enterprises	2,012		307		—		2,319
	$	28,897	$	1,088	$	(21)	$	29,964


	As of December 31, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In Thousands)
Held-to-maturity:

Municipal securities	$	19,727	$	335	$	(8)	$	20,054

Residential mortgage-backed securities - government issued	5,776		19		(9)		5,786
Residential mortgage-backed securities - government-sponsored enterprises	5,183		51		(23)		5,211
Commercial mortgage-backed securities - government-sponsored enterprises	2,014		123		—		2,137
	$	32,700	$	528	$	(40)	$	33,188

U.S. government agency securities - government-sponsored enterprises represent securities issued by the Federal National Mortgage Association (“FNMA”) and the SBA. Municipal securities include securities issued by various municipalities located primarily within Wisconsin and are primarily general obligation bonds that are tax-exempt in nature. Residential and commercial mortgage-backed securities - government issued represent securities guaranteed by the Government National Mortgage Association. Residential and commercial mortgage-backed securities - government-sponsored enterprises include securities guaranteed by the Federal Home Loan Mortgage Corporation, FNMA, and the FHLB. Other securities represent certificates of deposit of insured banks and savings institutions with an original maturity greater than three months. There were no sales of available-for-sale securities that occurred during the three months ended September 30, 2020 and one sale that occurred during the nine months ended September 30, 2020. There were 37 and 46 sales of available-for-sale securities that occurred during the three and nine months ended September 30, 2019, respectively.

At September 30, 2020 and December 31, 2019, securities with a fair value of $79.8 million and $30.3 million, respectively, were pledged to secure various obligations, including interest rate swap contracts, outstanding FHLB advances, additional FHLB availability, the Federal Reserve Discount Window, and municipal deposits. At September 30, 2020, pledged securities with a fair value of $129.3 million were available to secure various obligations. No pledged securities were available to secure various obligations as of December 31, 2019.

The amortized cost and fair value of securities by contractual maturity at September 30, 2020 are shown below. Actual maturities may differ from contractual maturities because issuers have the right to call or prepay certain obligations with or without call or prepayment penalties.

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	Available-for-Sale						Held-to-Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In Thousands)
Due in one year or less	$	—	$	—	$	2,804	$	2,823
Due in one year through five years	8,148		8,439		12,085		12,344
Due in five through ten years	33,651		35,229		10,872		11,513
Due in over ten years	132,797		135,606		3,136		3,284
	$	174,596	$	179,274	$	28,897	$	29,964

The tables below show the Corporation’s gross unrealized losses and fair value of available-for-sale investments aggregated by investment category and length of time that individual investments were in a continuous loss position at September 30, 2020 and December 31, 2019. At September 30, 2020, the Corporation held 12 available-for-sale securities that were in an unrealized loss position. Such securities have not experienced credit rating downgrades; however, they have generally declined in value due to the current interest rate environment. At September 30, 2020, the Corporation held one available-for-sale security that had been in a continuous unrealized loss position for twelve months or greater.

The Corporation also has not specifically identified available-for-sale securities in a loss position that it intends to sell in the near term and does not believe that it will be required to sell any such securities. The Corporation reviews its securities on a quarterly basis to monitor its exposure to other-than-temporary impairment. Consideration is given to such factors as the length of time and extent to which the security has been in an unrealized loss position, changes in security ratings, and an evaluation of the present value of expected future cash flows, if necessary. Based on the Corporation’s evaluation, it is expected that the Corporation will recover the entire amortized cost basis of each security. Accordingly, no other-than-temporary impairment was recorded in the unaudited Consolidated Statements of Income for the three and nine months ended September 30, 2020 and 2019.

A summary of unrealized loss information for securities available-for-sale, categorized by security type and length of time for which the security has been in a continuous unrealized loss position, follows:


	As of September 30, 2020
	Less than 12 Months						12 Months or Longer						Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(In Thousands)
Available-for-sale:
U.S. government agency securities - government-sponsored enterprises	$	12,933	$	41	$	4,086	$	33	$	17,019	$	74
Municipal securities	$	2,460	$	19	$	—	$	—	$	2,460	$	19


Residential mortgage-backed securities - government-sponsored enterprises	15,115		9		—		—		15,115		9



	$	30,508	$	69	$	4,086	$	33	$	34,594	$	102

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	As of December 31, 2019
	Less than 12 Months						12 Months or Longer						Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(In Thousands)
Available-for-sale:
U.S. government agency securities - government-sponsored enterprises	$	4,363	$	10	$	—	$	—	$	4,363	$	10


Residential mortgage-backed securities - government issued	4,619		5		—		—		4,619		5
Residential mortgage-backed securities - government-sponsored enterprises	36,972		253		11,304		153		48,276		406
Commercial mortgage-backed securities - government issued	—		—		4,727		87		4,727		87
Commercial mortgage-backed securities - government-sponsored enterprises	2,245		4		1,047		5		3,292		9

	$	48,199	$	272	$	17,078	$	245	$	65,277	$	517

The tables below show the Corporation’s gross unrealized losses and fair value of held-to-maturity investments, aggregated by investment category and length of time that individual investments were in a continuous loss position at September 30, 2020 and December 31, 2019. At September 30, 2020, the Corporation held two held-to-maturity securities that were in an unrealized loss position. Such securities have not experienced credit rating downgrades; however, they have generally declined in value due to the current interest rate environment. There was one held-to-maturity security that had been in a continuous loss position for twelve months or greater as of September 30, 2020. It is expected that the Corporation will recover the entire amortized cost basis of each held-to-maturity security based upon an evaluation of aforementioned factors. Accordingly, no other-than-temporary impairment was recorded in the unaudited Consolidated Statements of Income for the three and nine months ended September 30, 2020 and 2019.

A summary of unrealized loss information for securities held-to-maturity, categorized by security type and length of time for which the security has been in a continuous unrealized loss position, follows:


	As of September 30, 2020
	Less than 12 Months						12 Months or Longer						Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(In Thousands)
Held-to-maturity:

Municipal securities	$	271	$	18	$	213	$	3	$	484	$	21


	As of December 31, 2019
	Less than 12 Months						12 Months or Longer						Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(In Thousands)
Held-to-maturity:

Municipal securities	$	499	$	8	$	—	$	—	$	499	$	8

Residential mortgage-backed securities - government issued	—		—		1,887		9		1,887		9
Residential mortgage-backed securities - government-sponsored enterprises	1,364		5		2,144		18		3,508		23
	$	1,863	$	13	$	4,031	$	27	$	5,894	$	40

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Note 6 — Loan and Lease Receivables, Impaired Loans and Leases and Allowance for Loan and Lease Losses

Loan and lease receivables consist of the following:


	September 30, 2020		December 31, 2019
	(In Thousands)
Commercial real estate:
Commercial real estate — owner occupied	$	240,706	$	226,614
Commercial real estate — non-owner occupied	565,781		516,652
Land development	50,864		51,097
Construction	142,726		109,057
Multi-family	287,583		217,322
1-4 family	38,857		33,359
Total commercial real estate	1,326,517		1,154,101
Commercial and industrial	790,349		503,402
Direct financing leases, net	24,743		28,203
Consumer and other:
Home equity and second mortgages	7,106		7,006
Other	29,341		22,664
Total consumer and other	36,447		29,670
Total gross loans and leases receivable	2,178,056		1,715,376
Less:
Allowance for loan and lease losses	30,817		19,520
Deferred loan fees	7,757		741
Loans and leases receivable, net	$	2,139,482	$	1,695,115

The total amount of the Corporation’s ownership of SBA loans comprised of the following:


	September 30, 2020		December 31, 2019
	(In Thousands)
SBA 7(a) loans	$	41,380	$	40,402
SBA 504 loans	24,833		20,592
SBA Express loans and lines of credit	1,591		1,781
SBA PPP loans	332,342		—
Total SBA loans	$	400,146	$	62,775

As of September 30, 2020 and December 31, 2019, $9.6 million and $12.1 million of SBA loans were considered impaired, respectively.

Loans transferred to third parties consist of the guaranteed portions of SBA 7(a) loans which the Corporation sold in the secondary market and participation interests in other, non-SBA originated loans. The total principal amount of the guaranteed portions of SBA 7(a) loans sold during the three months ended September 30, 2020, and 2019, was $7.9 million and $4.9 million, respectively. The total principal amount of the guaranteed portions of SBA 7(a) loans sold during the nine months ended September 30, 2020, and 2019, was $17.2 million and $10.5 million, respectively. Each of the transfers of these financial assets met the qualifications for sale accounting, and therefore all of the loans transferred during the three and nine months ended September 30, 2020, and 2019, have been derecognized in the unaudited Consolidated Financial Statements. The guaranteed portions of SBA loans were transferred at their fair value and the related gain was recognized upon the transfer as

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non-interest income in the unaudited Consolidated Financial Statements. The total outstanding balance of sold SBA loans at September 30, 2020, and December 31, 2019, was $75.1 million and $73.8 million, respectively.

The total principal amount of transferred participation interests in other, non-SBA originated loans during the three months ended September 30, 2020, and 2019, was $7.7 million and $7.5 million, respectively. The total principal amount of transferred participation interests in other, non-SBA originated loans during the nine months ended September 30, 2020, and 2019, was $29.9 million and $31.5 million, respectively, all of which were treated as sales and derecognized under the applicable accounting guidance at the time of transfer. No gain or loss was recognized on participation interests in other, non-SBA originated loans as they were transferred at or near the date of loan origination and the payments received for servicing the portion of the loans participated represents adequate compensation. The total outstanding balance of these transferred loans at September 30, 2020, and December 31, 2019, was $144.1 million and $142.8 million, respectively. As of September 30, 2020, and December 31, 2019, the total amount of the Corporation’s partial ownership of these transferred loans on the unaudited Consolidated Balance Sheets was $266.7 million and $244.6 million, respectively. As of September 30, 2020, the non-SBA originated participation portfolio contained an impaired loan totaling $5.8 million with a sold portion of $4.2 million. There were no loans impaired as of December 31, 2019. The Corporation does not share in the participant’s portion of any potential charge-offs. The total amount of loan participations purchased on the unaudited Consolidated Balance Sheets as of September 30, 2020, and December 31, 2019, was $424,000 and $492,000, respectively.

The following tables illustrate ending balances of the Corporation’s loan and lease portfolio, including impaired loans by class of receivable, and considering certain credit quality indicators:


	September 30, 2020
	Category
	I			II			III			IV			Total
	(Dollars in Thousands)
Commercial real estate:
Commercial real estate — owner occupied	$	173,645		$	34,561		$	24,559		$	7,941		$	240,706
Commercial real estate — non-owner occupied	459,399			79,260			21,309			5,813			565,781
Land development	48,660			1,314			—			890			50,864
Construction	113,476			19,928			9,322			—			142,726
Multi-family	253,849			33,734			—			—			287,583
1-4 family	35,446			1,681			1,350			380			38,857
Total commercial real estate	1,084,475			170,478			56,540			15,024			1,326,517
Commercial and industrial	658,865			51,665			59,126			20,693			790,349
Direct financing leases, net	17,962			289			6,141			351			24,743
Consumer and other:
Home equity and second mortgages	6,389			598			119			—			7,106
Other	29,127			185			—			29			29,341
Total consumer and other	35,516			783			119			29			36,447
Total gross loans and leases receivable	$	1,796,818		$	223,215		$	121,926		$	36,097		$	2,178,056
Category as a % of total portfolio	82.49		%	10.25		%	5.60		%	1.66		%	100.00		%

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	December 31, 2019
	Category
	I			II			III			IV			Total
	(Dollars in Thousands)
Commercial real estate:
Commercial real estate — owner occupied	$	187,728		$	18,455		$	16,399		$	4,032		$	226,614
Commercial real estate — non-owner occupied	459,821			55,524			1,307			—			516,652
Land development	49,132			439			—			1,526			51,097
Construction	108,959			—			98			—			109,057
Multi-family	205,750			11,572			—			—			217,322
1-4 family	29,284			1,843			1,759			473			33,359
Total commercial real estate	1,040,674			87,833			19,563			6,031			1,154,101
Commercial and industrial	398,445			34,478			55,904			14,575			503,402
Direct financing leases, net	21,282			579			6,342			—			28,203
Consumer and other:
Home equity and second mortgages	6,307			610			89			—			7,006
Other	22,517			—			—			147			22,664
Total consumer and other	28,824			610			89			147			29,670
Total gross loans and leases receivable	$	1,489,225		$	123,500		$	81,898		$	20,753		$	1,715,376
Category as a % of total portfolio	86.82		%	7.20		%	4.77		%	1.21		%	100.00		%

Each credit is evaluated for proper risk rating upon origination, at the time of each subsequent renewal, upon receipt and evaluation of updated financial information from the Corporation’s borrowers, or as other circumstances dictate. The Corporation primarily uses a nine grade risk rating system to monitor the ongoing credit quality of its loans and leases. The risk rating grades follow a consistent definition and are then applied to specific loan types based on the nature of the loan. Each risk rating is subjective and, depending on the size and nature of the credit, subject to various levels of review and concurrence on the stated risk rating. In addition to its nine grade risk rating system, the Corporation groups loans into four loan and related risk categories which determine the level and nature of review by management.

Category I — Loans and leases in this category are performing in accordance with the terms of the contract and generally exhibit no immediate concerns regarding the security and viability of the underlying collateral, financial stability of the borrower, integrity or strength of the borrowers’ management team, or the industry in which the borrower operates. The Corporation monitors Category I loans and leases through payment performance, continued maintenance of its personal relationships with such borrowers, and continued review of such borrowers’ compliance with the terms of their respective agreements.

Category II — Loans and leases in this category are beginning to show signs of deterioration in one or more of the Corporation’s core underwriting criteria such as financial stability, management strength, industry trends, or collateral values. Management will place credits in this category to allow for proactive monitoring and resolution with the borrower to possibly mitigate the area of concern and prevent further deterioration or risk of loss to the Corporation. Category II loans are considered performing but are monitored frequently by the assigned business development officer and by asset quality review committees.

Category III — Loans and leases in this category are identified by management as warranting special attention. However, the balance in this category is not intended to represent the amount of adversely classified assets held by the Bank. Category III loans and leases generally exhibit undesirable characteristics, such as evidence of adverse financial trends and conditions, managerial problems, deteriorating economic conditions within the related industry, or evidence of adverse public filings and may exhibit collateral shortfall positions. Management continues to believe that it will collect all contractual principal and interest in accordance with the original terms of the contracts relating to the loans and leases in this category, and therefore Category III loans are considered performing with no specific reserves established for this category. Category III loans are monitored by management and asset quality review committees on a monthly basis.

Category IV — Loans and leases in this category are considered to be impaired. Impaired loans and leases, with the exception of performing troubled debt restructurings, have been placed on non-accrual as management has determined that it is unlikely that the Bank will receive the contractual principal and interest in accordance with the original terms of the agreement. Impaired

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loans are individually evaluated to assess the need for the establishment of specific reserves or charge-offs. When analyzing the adequacy of collateral, the Corporation obtains external appraisals at least annually for impaired loans and leases. External appraisals are obtained from the Corporation’s approved appraiser listing and are independently reviewed to monitor the quality of such appraisals. To the extent a collateral shortfall position is present, a specific reserve or charge-off will be recorded to reflect the magnitude of the impairment. Loans and leases in this category are monitored by management and asset quality review committees on a monthly basis.

The delinquency aging of the loan and lease portfolio by class of receivable was as follows:

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	September 30, 2020
	30-59 Days Past Due			60-89 Days Past Due			Greater Than 90 Days Past Due			Total Past Due			Current			Total Loans and Leases
	(Dollars in Thousands)
Accruing loans and leases
Commercial real estate:
Owner occupied	$	—		$	—		$	—		$	—		$	232,765		$	232,765
Non-owner occupied	—			—			—			—			559,968			559,968
Land development	—			—			—			—			49,974			49,974
Construction	—			—			—			—			142,726			142,726
Multi-family	—			—			—			—			287,583			287,583
1-4 family	47			—			—			47			38,477			38,524
Commercial and industrial	1,491			530			—			2,021			767,635			769,656
Direct financing leases, net	—			—			—			—			24,392			24,392
Consumer and other:
Home equity and second mortgages	—			—			—			—			7,106			7,106
Other	—			—			—			—			29,312			29,312
Total	1,538			530			—			2,068			2,139,938			2,142,006
Non-accruing loans and leases
Commercial real estate:
Owner occupied	—			272			—			272			7,669			7,941
Non-owner occupied	—			—			—			—			5,813			5,813
Land development	—			—			—			—			890			890
Construction	—			—			—			—			—			—
Multi-family	—			—			—			—			—			—
1-4 family	—			—			333			333			—			333
Commercial and industrial	86			545			7,039			7,670			13,023			20,693
Direct financing leases, net	—			—			—			—			351			351
Consumer and other:
Home equity and second mortgages	—			—			—			—			—			—
Other	—			—			29			29			—			29
Total	86			817			7,401			8,304			27,746			36,050
Total loans and leases
Commercial real estate:
Owner occupied	—			272			—			272			240,434			240,706
Non-owner occupied	—			—			—			—			565,781			565,781
Land development	—			—			—			—			50,864			50,864
Construction	—			—			—			—			142,726			142,726
Multi-family	—			—			—			—			287,583			287,583
1-4 family	47			—			333			380			38,477			38,857
Commercial and industrial	1,577			1,075			7,039			9,691			780,658			790,349
Direct financing leases, net	—			—			—			—			24,743			24,743
Consumer and other:
Home equity and second mortgages	—			—			—			—			7,106			7,106
Other	—			—			29			29			29,312			29,341
Total	$	1,624		$	1,347		$	7,401		$	10,372		$	2,167,684		$	2,178,056
Percent of portfolio	0.07		%	0.06		%	0.35		%	0.48		%	99.52		%	100.00		%

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	December 31, 2019
	30-59 Days Past Due			60-89 Days Past Due			Greater Than 90 Days Past Due			Total Past Due			Current			Total Loans and Leases
	(Dollars in Thousands)
Accruing loans and leases
Commercial real estate:
Owner occupied	$	—		$	—		$	—		$	—		$	222,582		$	222,582
Non-owner occupied	—			—			—			—			516,652			516,652
Land development	—			990			—			990			48,581			49,571
Construction	309			—			—			309			108,748			109,057
Multi-family	—			—			—			—			217,322			217,322
1-4 family	—			—			—			—			33,026			33,026
Commercial and industrial	2,707			52			—			2,759			486,068			488,827
Direct financing leases, net	—			—			—			—			28,203			28,203
Consumer and other:
Home equity and second mortgages	—			—			—			—			7,006			7,006
Other	—			—			—			—			22,517			22,517
Total	3,016			1,042			—			4,058			1,690,705			1,694,763
Non-accruing loans and leases
Commercial real estate:
Owner occupied	—			—			342			342			3,690			4,032
Non-owner occupied	—			—			—			—			—			—
Land development	—			—			—			—			1,526			1,526
Construction	—			—			—			—			—			—
Multi-family	—			—			—			—			—			—
1-4 family	—			333			—			333			—			333
Commercial and industrial	4,368			2,717			3,123			10,208			4,367			14,575
Direct financing leases, net	—			—			—			—			—			—
Consumer and other:
Home equity and second mortgages	—			—			—			—			—			—
Other	—			—			147			147			—			147
Total	4,368			3,050			3,612			11,030			9,583			20,613
Total loans and leases
Commercial real estate:
Owner occupied	—			—			342			342			226,272			226,614
Non-owner occupied	—			—			—			—			516,652			516,652
Land development	—			990			—			990			50,107			51,097
Construction	309			—			—			309			108,748			109,057
Multi-family	—			—			—			—			217,322			217,322
1-4 family	—			333			—			333			33,026			33,359
Commercial and industrial	7,075			2,769			3,123			12,967			490,435			503,402
Direct financing leases, net	—			—			—			—			28,203			28,203
Consumer and other:
Home equity and second mortgages	—			—			—			—			7,006			7,006
Other	—			—			147			147			22,517			22,664
Total	$	7,384		$	4,092		$	3,612		$	15,088		$	1,700,288		$	1,715,376
Percent of portfolio	0.43		%	0.24		%	0.21		%	0.88		%	99.12		%	100.00		%

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The Corporation’s total impaired assets consisted of the following:


	September 30, 2020		December 31, 2019
	(In Thousands)
Non-accrual loans and leases
Commercial real estate:
Commercial real estate — owner occupied	$	7,941	$	4,032
Commercial real estate — non-owner occupied	5,813		—
Land development	890		1,526
Construction	—		—
Multi-family	—		—
1-4 family	333		333
Total non-accrual commercial real estate	14,977		5,891
Commercial and industrial	20,693		14,575
Direct financing leases, net	351		—
Consumer and other:
Home equity and second mortgages	—		—
Other	29		147
Total non-accrual consumer and other loans	29		147
Total non-accrual loans and leases	36,050		20,613
Foreclosed properties, net	613		2,919
Total non-performing assets	36,663		23,532
Performing troubled debt restructurings	47		140
Total impaired assets	$	36,710	$	23,672


	September 30, 2020		December 31, 2019
Total non-accrual loans and leases to gross loans and leases	1.66	%	1.20	%
Total non-performing assets to total gross loans and leases plus foreclosed properties, net	1.68		1.37
Total non-performing assets to total assets	1.41		1.12
Allowance for loan and lease losses to gross loans and leases	1.41		1.14
Allowance for loan and lease losses to non-accrual loans and leases	85.48		94.70

As of September 30, 2020, and December 31, 2019, $15.4 million and $15.6 million of the non-accrual loans and leases were considered troubled debt restructurings, respectively. The Corporation has allocated $4.4 million and $2.7 million of specific reserves to troubled debt restructurings as of September 30, 2020 and December 31, 2019, respectively. There were no unfunded commitments associated with troubled debt restructured loans and leases as of September 30, 2020.

All loans and leases modified as a troubled debt restructuring are measured for impairment. The nature and extent of the impairment of restructured loans, including those which have experienced a default, is considered in the determination of an appropriate level of the allowance for loan and lease losses.

The following table provides the number of loans modified in a troubled debt restructuring and the pre- and post-modification recorded investment by class of receivable:

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	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2020
	Number of Loans	Pre-Modification Recorded Investment		Post-Modification Recorded Investment		Number of Loans	Pre-Modification Recorded Investment		Post-Modification Recorded Investment
	(Dollars in Thousands)
Commercial real estate:
Commercial real estate — owner occupied	—	$	—	$	—	2	$	299	$	272





Commercial and industrial	—	—		—		3	6,007		5,589




Total	—	$	—	$	—	5	$	6,306	$	5,861


	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2019
	Number of Loans	Pre-Modification Recorded Investment		Post-Modification Recorded Investment		Number of Loans	Pre-Modification Recorded Investment		Post-Modification Recorded Investment
	(Dollars in Thousands)
Commercial real estate:
Commercial real estate — owner occupied	2	$	3,774	$	3,741	2	$	3,774	$	3,741





Commercial and industrial	2	2,804		2,804		16	13,412		13,023
Total	4	$	6,578	$	6,545	18	$	17,186	$	16,764

Restructured loan modifications may include payment schedule modifications, interest rate concessions, maturity date extensions, principal reduction, or some combination of these concessions. During the three and nine months ended September 30, 2020, and 2019, the modification of terms primarily consisted of payment schedule modifications or principal reductions.

There were two commercial and industrial loans for a total of $703,000 and two owner-occupied commercial real estate loans for a total of $272,000 modified in troubled debt restructurings during the previous 12 months which subsequently defaulted during the three and nine months ended September 30, 2020. There were no loans modified in a troubled debt restructuring during the 12 months previous to September 30, 2019 which subsequently defaulted during the three and nine months ended September 30, 2019.

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The following represents additional information regarding the Corporation’s impaired loans and leases, including performing troubled debt restructurings, by class:


	As of and for the Nine Months Ended September 30, 2020
	Recorded Investment⁽¹⁾		Unpaid Principal Balance			Impairment Reserve		Average Recorded Investment⁽²⁾			Foregone Interest Income			Interest Income Recognized		Net Foregone Interest Income
	(In Thousands)
With no impairment reserve recorded:
Commercial real estate:
Owner occupied	$	4,471	$	4,498		$	—	$	3,092		$	149		$	72	$	77
Non-owner occupied	—		—			—		35			—			—		—
Land development	890		5,187			—		1,295			19			—		19
Construction	—		—			—		—			—			—		—
Multi-family	—		—			—		—			—			—		—
1-4 family	380		385			—		416			30			79		(49)
Commercial and industrial	9,787		12,300			—		10,620			813			316		497
Direct financing leases, net	—		—			—		—			—			—		—
Consumer and other:
Home equity and second mortgages	—		—			—		—			—			—		—
Other	29		695			—		106			32			—		32
Total	15,557		23,065			—		15,564			1,043			467		576
With impairment reserve recorded:
Commercial real estate:
Owner occupied	3,470		4,829			2,974		3,534			297			—		297
Non-owner occupied	5,813		5,813			2,768		21			399			—		399
Land development	—		—		—	—		—		—	—		—	—		—
Construction	—		—		—	—		—		—	—		—	—		—
Multi-family	—		—			—		—			—			—		—
1-4 family	—		—			—		—			—			—		—
Commercial and industrial	10,906		12,228			2,981		5,724			308			—		308
Direct financing leases, net	351		351			175		56			2			—		2
Consumer and other:
Home equity and second mortgages	—		—			—		—			—			—		—
Other	—		—			—		—			—			—		—
Total	20,540		23,221			8,898		9,335			1,006			—		1,006
Total:
Commercial real estate:
Owner occupied	7,941		9,327			2,974		6,626			446			72		374
Non-owner occupied	5,813		5,813			2,768		56			399			—		399
Land development	890		5,187			—		1,295			19			—		19
Construction	—		—			—		—			—			—		—
Multi-family	—		—			—		—			—			—		—
1-4 family	380		385			—		416			30			79		(49)
Commercial and industrial	20,693		24,528			2,981		16,344			1,121			316		805
Direct financing leases, net	351		351			175		56			2			—		2
Consumer and other:
Home equity and second mortgages	—		—			—		—			—			—		—
Other	29		695			—		106			32			—		32
Grand total	$	36,097	$	46,286		$	8,898	$	24,899		$	2,049		$	467	$	1,582

(1)The recorded investment represents the unpaid principal balance net of any partial charge-offs.

(2)Average recorded investment is calculated primarily using daily average balances.

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	As of and for the Year Ended December 31, 2019
	Recorded Investment⁽¹⁾		Unpaid Principal Balance		Impairment Reserve		Average Recorded Investment⁽²⁾		Foregone Interest Income		Interest Income Recognized		Net Foregone Interest Income
	(In Thousands)
With no impairment reserve recorded:
Commercial real estate:
Owner occupied	$	387	$	387	$	—	$	3,285	$	64	$	355	$	(291)
Non-owner occupied	—		—		—		58		1		—		1
Land development	1,526		5,823		—		1,843		52		6		46
Construction	—		—		—		—		—		—		—
Multi-family	—		—		—		—		—		—		—
1-4 family	473		478		—		356		19		46		(27)
Commercial and industrial	4,779		6,549		—		14,479		1,073		379		694
Direct financing leases, net	—		—		—		—		—		—		—
Consumer and other:
Home equity and second mortgages	—		—		—		—		—		7		(7)
Other	147		813		—		191		48		—		48
Total	7,312		14,050		—		20,212		1,257		793		464
With impairment reserve recorded:
Commercial real estate:
Owner occupied	3,645		5,004		1,082		1,511		414		—		414
Non-owner occupied	—		—		—		—		—		—		—
Land development	—		—		—		—		—		—		—
Construction	—		—		—		—		—		—		—
Multi-family	—		—		—		—		—		—		—
1-4 family	—		—		—		—		—		—		—
Commercial and industrial	9,796		11,179		2,283		2,367		1,022		—		1,022
Direct financing leases, net	—		—		—		—		—		—		—
Consumer and other:
Home equity and second mortgages	—		—		—		—		—		—		—
Other	—		—		—		—		—		—		—
Total	13,441		16,183		3,365		3,878		1,436		—		1,436
Total:
Commercial real estate:
Owner occupied	4,032		5,391		1,082		4,796		478		355		123
Non-owner occupied	—		—		—		58		1		—		1
Land development	1,526		5,823		—		1,843		52		6		46
Construction	—		—		—		—		—		—		—
Multi-family	—		—		—		—		—		—		—
1-4 family	473		478		—		356		19		46		(27)
Commercial and industrial	14,575		17,728		2,283		16,846		2,095		379		1,716
Direct financing leases, net	—		—		—		—		—		—		—
Consumer and other:
Home equity and second mortgages	—		—		—		—		—		7		(7)
Other	147		813		—		191		48		—		48
Grand total	$	20,753	$	30,233	$	3,365	$	24,090	$	2,693	$	793	$	1,900

(1)The recorded investment represents the unpaid principal balance net of any partial charge-offs.

(2)Average recorded investment is calculated primarily using daily average balances.

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The difference between the recorded investment of loans and leases and the unpaid principal balance of $10.2 million and $9.5 million as of September 30, 2020, and December 31, 2019, respectively, represents partial charge-offs of loans and leases resulting from losses due to the appraised value of the collateral securing the loans and leases being below the carrying values of the loans and leases. Impaired loans and leases also included $47,000 and $140,000 of loans as of September 30, 2020, and December 31, 2019, respectively, that were performing troubled debt restructurings, and although not on non-accrual, were reported as impaired due to the concession in terms. When a loan is placed on non-accrual, interest accrual is discontinued and previously accrued but uncollected interest is deducted from interest income. Cash payments collected on non-accrual loans are first applied to such loan’s principal. Foregone interest represents the interest that was contractually due on the loan but not received or recorded. To the extent the amount of principal on a non-accrual loan is fully collected and additional cash is received, the Corporation will recognize interest income.

To determine the level and composition of the allowance for loan and lease losses, the Corporation categorizes the portfolio into segments with similar risk characteristics. First, the Corporation evaluates loans and leases for potential impairment classification. The Corporation analyzes each loan and lease determined to be impaired on an individual basis to determine a specific reserve based upon the estimated value of the underlying collateral for collateral-dependent loans, or alternatively, the present value of expected cash flows. The Corporation applies historical trends from established risk factors to each category of loans and leases that has not been individually evaluated for the purpose of establishing the general portion of the allowance.

A summary of the activity in the allowance for loan and lease losses by portfolio segment is as follows:


	As of and for the Three Months Ended September 30, 2020
	Commercial Real Estate		Commercial and Industrial		Consumer and Other		Total
	(In Thousands)
Beginning balance	$	16,438	$	10,179	$	847	$	27,464
Charge-offs	—		(505)		—		(505)
Recoveries	—		21		2		23
Net charge-offs	—		(484)		2		(482)
Provision for loan and lease losses	3,742		127		(34)		3,835

Ending balance	$	20,180	$	9,822	$	815	$	30,817


	As of and for the Three Months Ended September 30, 2019
	Commercial Real Estate		Commercial and Industrial		Consumer and Other		Total
	(In Thousands)
Beginning balance	$	11,269	$	7,892	$	658	$	19,819
Charge-offs	—		(1,097)		(2)		(1,099)
Recoveries	1		99		1		101
Net recoveries	1		(998)		(1)		(998)
Provision for loan and lease losses	(132)		1,517		(36)		1,349

Ending balance	$	11,138	$	8,411	$	621	$	20,170


	As of and for the Nine Months Ended September 30, 2020
	Commercial Real Estate		Commercial and Industrial		Consumer and Other		Total
	(In Thousands)
Beginning balance	$	10,852	$	8,078	$	590	$	19,520
Charge-offs	(27)		(1,414)		(13)		(1,454)
Recoveries	3		259		2		264
Net charge-offs	(24)		(1,155)		(11)		(1,190)
Provision for loan and lease losses	9,352		2,899		236		12,487

Ending balance	$	20,180	$	9,822	$	815	$	30,817

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	As of and for the Nine Months Ended September 30, 2019
	Commercial Real Estate		Commercial and Industrial		Consumer and Other		Total
	(In Thousands)
Beginning balance	$	11,662	$	8,079	$	684	$	20,425
Charge-offs	—		(1,158)		(4)		(1,162)
Recoveries	74		191		29		294
Net recoveries	74		(967)		25		(868)
Provision for loan and lease losses	(598)		1,299		(88)		613

Ending balance	$	11,138	$	8,411	$	621	$	20,170

The following tables provide information regarding the allowance for loan and lease losses and balances by type of allowance methodology.


	As of September 30, 2020
	Commercial Real Estate		Commercial and Industrial		Consumer and Other		Total
	(In Thousands)
Allowance for loan and lease losses:
Collectively evaluated for impairment	$	14,438	$	6,666	$	815	$	21,919
Individually evaluated for impairment	5,742		3,156		—		8,898

Total	$	20,180	$	9,822	$	815	$	30,817
Loans and lease receivables:
Collectively evaluated for impairment	$	1,311,493	$	794,048	$	36,418	$	2,141,959
Individually evaluated for impairment	15,024		21,044		29		36,097

Total	$	1,326,517	$	815,092	$	36,447	$	2,178,056


	As of December 31, 2019
	Commercial Real Estate		Commercial and Industrial		Consumer and Other		Total
	(In Thousands)
Allowance for loan and lease losses:
Collectively evaluated for impairment	$	9,770	$	5,795	$	590	$	16,155
Individually evaluated for impairment	1,082		2,283		—		3,365

Total	$	10,852	$	8,078	$	590	$	19,520
Loans and lease receivables:
Collectively evaluated for impairment	$	1,148,070	$	517,030	$	29,523	$	1,694,623
Individually evaluated for impairment	6,031		14,575		147		20,753

Total	$	1,154,101	$	531,605	$	29,670	$	1,715,376

Note 7 — Leases

The Corporation leases various office spaces and specialty financing production offices under non-cancellable operating leases which expire on various dates through 2028. The Corporation also leases office equipment. The Corporation recognizes a right-of-use asset and an operating lease liability for all leases, with the exception of short-term leases. Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Lease expense for operating leases and short-term leases

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is recognized on a straight-line basis over the lease term. During 2020, the Corporation extended the term of one of its office spaces by one year, resulting in a $190,000 increase in the right-of-use assets in exchange for a lease liability.

The Corporation entered into a sublease for vacated office space which expires in 2023.

The components of total lease expense were as follows:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2020		2019		2020		2019
	(In Thousands)
Operating lease cost	$	373	$	391	$	1,116	$	1,172
Short-term lease cost	52		56		174		197
Variable lease cost	141		129		394		366
Less: sublease income	(28)		—		(84)		—
Total lease cost, net	$	538	$	576	$	1,600	$	1,735

Quantitative information regarding the Corporation’s operating leases was as follows:


	September 30, 2020		December 31, 2019
Weighted-average remaining lease term (in years)	5.95		6.56
Weighted-average discount rate	3.00	%	3.09	%

The following maturity analysis shows the undiscounted cash flows due on the Corporation’s operating leases liabilities:


(In Thousands)
2020	$	391
2021	1,557
2022	1,373
2023	1,015
2024	756
Thereafter	2,307
Total undiscounted cash flows	7,399
Discount on cash flows	(671)
Total lease liability	$	6,728

Note 8 — Other Assets

A summary of accrued interest receivable and other assets was as follows:


	September 30, 2020		December 31, 2019
	(In Thousands)
Accrued interest receivable	$	9,938	$	5,760
Net deferred tax asset	7,588		5,353
Investment in historic development entities	2,345		2,216
Investment in a community development entity	5,189		5,571
Investment in limited partnerships	5,641		4,476
Investment in Trust II	315		315
Fair value of interest rate swaps	58,210		18,346
Prepaid expenses	2,402		2,285
Other assets	7,930		4,184
Total accrued interest receivable and other assets	$	99,558	$	48,506

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Note 9 — Deposits

The composition of deposits is shown below. Average balances represent year to date averages.


	September 30, 2020										December 31, 2019
	Balance		Average Balance		Average Rate		Balance		Average Balance		Average Rate
	(Dollars in Thousands)
Non-interest-bearing transaction accounts	$	452,268	$	392,455	—	%	$	293,573	$	275,495	—	%
Interest-bearing transaction accounts	484,761		362,326		0.44		273,909		222,244		1.53
Money market accounts	636,872		649,999		0.52		674,409		617,341		1.71
Certificates of deposit	93,344		122,781		2.05		137,012		156,048		2.47
Wholesale deposits	154,130		132,811		2.03		151,476		225,302		2.27
Total deposits	$	1,821,375	$	1,660,372	0.62		$	1,530,379	$	1,496,430	1.53

Note 10 — FHLB Advances, Other Borrowings and Junior Subordinated Notes

The composition of borrowed funds is shown below. Average balances represent year to date averages.


	September 30, 2020										December 31, 2019
	Balance		Weighted Average Balance		Weighted Average Rate		Balance		Weighted Average Balance		Weighted Average Rate
	(Dollars in Thousands)
Federal funds purchased	$	—	$	95	0.69	%	$	—	$	59	2.45	%
Federal Reserve PPPLF	29,605		16,855		0.35		—		—		—
FHLB advances	429,500		371,738		1.51		295,000		286,464		2.17

Other borrowings	675		675		8.12		675		675		8.11
Subordinated notes payable⁽¹⁾	23,737		23,720		5.95		23,707		24,502		7.45
Junior subordinated notes	10,058		10,052		11.08		10,047		10,040		11.08
	$	493,575	$	423,135	1.95		$	329,429	$	321,740	2.87

Short-term borrowings	$	231,000					$	118,500
Long-term borrowings	262,575						210,929
	$	493,575					$	329,429

(1)Weighted average rate of subordinated notes payable reflects the accelerated amortization of subordinated debt issuance costs as a result of the early redemption of a subordinated note during the third quarter of 2019.

During the nine months ended September 30, 2020, the Corporation prepaid $59.5 million of short-term FHLB advances that had a weighted average interest rate of 2.34%. The transaction was accounted for as an early debt extinguishment resulting in a pre-tax loss of $744,000 during the nine months ended September 30, 2020.

During the second quarter of 2020, the Corporation tested its ability to borrow from the Federal Reserve Paycheck Protection Program Liquidity Facility (“PPPLF”) in the event funding was required to support the Banks PPP lending efforts. On April 28, 2020, the Corporation borrowed $29.6 million from the PPPLF at a rate of 0.35%. The borrowing is fully collateralized by a tranche of PPP loans originated by the Bank on April 15, 2020 and matures on April 15, 2022, or when the tranche of PPP loans utilized to collateralize the PPPLF borrowing are forgiven, whichever comes first.

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As of September 30, 2020 and December 31, 2019, the Corporation was in compliance with its debt covenants under its third-party secured senior line of credit. Per the promissory note dated February 19, 2020, the Corporation pays a fee on this line of credit. During both the nine months ended September 30, 2020 and 2019, the Corporation incurred interest expense of $10,000 due to this fee.

Note 11 — Commitments and Contingencies

In the normal course of business, various legal proceedings involving the Corporation are pending. Management, based upon advice from legal counsel, does not anticipate any significant losses as a result of these actions. Management believes that any liability arising from any such proceedings currently existing or threatened will not have a material adverse effect on the Corporation’s financial position, results of operations, and cash flows.

The Corporation sells the guaranteed portions of SBA 7(a) loans, as well as participation interests in other, non-SBA originated, loans to third parties. The Corporation has a continuing involvement in each of the transferred lending arrangements by way of relationship management and servicing the loans, as well as being subject to normal and customary requirements of the SBA loan program and standard representations and warranties related to sold amounts. In the event of a loss resulting from default and a determination by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by the Corporation, the SBA may require the Corporation to repurchase the loan, deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of the principal loss related to the deficiency from the Corporation. The Corporation must comply with applicable SBA regulations in order to maintain the guaranty. In addition, the Corporation retains the option to repurchase the sold guaranteed portion of an SBA loan if the loan defaults.

Management has assessed estimated losses inherent in the outstanding guaranteed portions of SBA loans sold in accordance with ASC 450, Contingencies, and determined a recourse reserve based on the probability of future losses for these loans to be $1.1 million at September 30, 2020, which is reported in accrued interest payable and other liabilities on the unaudited Consolidated Balance Sheets.

The summary of the activity in the SBA recourse reserve is as follows:


	As of and for the Three Months Ended September 30,						As of and for the Nine Months Ended September 30,
	2020		2019		2020		2019
	(In Thousands)
Balance at the beginning of the period	$	1,007	$	2,068	$	1,345	$	2,956
SBA recourse (benefit) provision	57		(427)		53		167
Charge-offs, net	(4)		2		(338)		(1,480)
Balance at the end of the period	$	1,060	$	1,643	$	1,060	$	1,643

Note 12 — Fair Value Disclosures

The Corporation determines the fair values of its financial instruments based on the fair value hierarchy established in ASC Topic 820, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received in an orderly transaction that is not a forced liquidation or distressed sale at the measurement date and is based on exit prices. Fair value includes assumptions about risk, such as nonperformance risk in liability fair values, and is a market-based measurement, not an entity-specific measurement. The standard describes three levels of inputs that may be used to measure fair value.

Level 1 — Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Corporation has the ability to access at the measurement date.

Level 2 — Level 2 inputs are inputs, other than quoted prices included with Level 1, that are observable for the asset or liability either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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Level 3 — Level 3 inputs are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Corporation’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Assets and liabilities measured at fair value on a recurring basis, segregated by fair value hierarchy level, are summarized below:


	September 30, 2020
	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
	(In Thousands)
Assets:
Securities available-for-sale:
U.S. government agency securities - government-sponsored enterprises	$	—	$	21,537	$	—	$	21,537
Municipal securities	—		13,963		—		13,963
Residential mortgage-backed securities - government issued	—		11,545		—		11,545
Residential mortgage-backed securities - government-sponsored enterprises	—		110,447		—		110,447
Commercial mortgage-backed securities - government issued	—		6,042		—		6,042
Commercial mortgage-backed securities - government-sponsored enterprises	—		13,450		—		13,450
Other securities	—		2,290		—		2,290
Interest rate swaps	—		58,210		—		58,210
Liabilities:
Interest rate swaps	—		64,404		—		64,404


	December 31, 2019
	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
	(In Thousands)
Assets:
Securities available-for-sale:
U.S. government agency securities - government-sponsored enterprises	$	—	$	23,758	$	—	$	23,758
Municipal securities	—		160		—		160
Residential mortgage-backed securities - government issued	—		16,348		—		16,348
Residential mortgage-backed securities - government-sponsored enterprises	—		112,002		—		112,002
Commercial mortgage-backed securities - government issued	—		6,663		—		6,663
Commercial mortgage-backed securities - government-sponsored enterprises	—		11,967		—		11,967
Other securities	—		2,235		—		2,235
Interest rate swaps	—		18,346		—		18,346
Liabilities:
Interest rate swaps	—		20,885		—		20,885

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For assets and liabilities measured at fair value on a recurring basis, there were no transfers between the levels during the three and nine months ended September 30, 2020 or the year ended December 31, 2019 related to the above measurements.

Assets and liabilities measured at fair value on a non-recurring basis, segregated by fair value hierarchy are summarized below:


	September 30, 2020
	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
	(In Thousands)
Impaired loans	$	—	$	—	$	22,152	$	22,152
Foreclosed properties	—		—		613		613
Loan servicing rights	—		—		1,323		1,323


	December 31, 2019
	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
	(In Thousands)
Impaired loans	$	—	$	—	$	15,699	$	15,699
Foreclosed properties	—		—		2,919		2,919
Loan servicing rights	—		—		1,195		1,195

Impaired loans were written down to the fair value of their underlying collateral less costs to sell of $22.2 million and $15.7 million at September 30, 2020 and December 31, 2019, respectively, through the establishment of specific reserves or by recording charge-offs when the carrying value exceeded the fair value of the underlying collateral of impaired loans. Valuation techniques consistent with the market approach, income approach, or cost approach were used to measure fair value. These techniques included observable inputs for the individual impaired loans being evaluated, such as current appraisals, recent sales of similar assets, or other observable market data, and unobservable inputs, typically when discounts are applied to appraisal values to adjust such values to current market conditions or to reflect net realizable values. The quantification of unobservable inputs for Level 3 impaired loan values range from 5% - 93% as of the measurement date of September 30, 2020. The weighted average of those unobservable inputs was 26%. The majority of the impaired loans are considered collateral dependent loans or are supported by an SBA guaranty.

Foreclosed properties, upon initial recognition, are remeasured and reported at fair value through a charge-off to the allowance for loan and lease losses, if deemed necessary, based upon the fair value of the foreclosed property. The fair value of a foreclosed property, upon initial recognition, is estimated using a market approach or based on observable market data, typically a current appraisal, or based upon assumptions specific to the individual property or equipment, such as management applied discounts used to further reduce values to a net realizable value when observable inputs become stale.

Loan servicing rights represent the asset retained upon sale of the guaranteed portion of certain SBA loans. When SBA loans are sold, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. The servicing rights are subsequently measured using the amortization method, which requires amortization into interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.

The Corporation periodically reviews this portfolio for impairment and engages a third-party valuation firm to assess the fair value of the overall servicing rights portfolio. Loan servicing rights do not trade in an active, open market with readily observable prices. While sales of loan servicing rights do occur, the precise terms and conditions typically are not readily available to allow for a “quoted price for similar assets” comparison. Accordingly, the Corporation utilizes an independent valuation from a third party which uses a discounted cash flow model to estimate the fair value of its loan servicing rights. The valuation model incorporates prepayment assumptions to project loan servicing rights cash flows based on the current interest rate scenario, which is then discounted to estimate an expected fair value of the loan servicing rights. The valuation model considers portfolio characteristics of the underlying serviced portion of the SBA loans and uses the following significant unobservable inputs: (1) constant prepayment rate (“CPR”) assumptions based on the SBA sold pools historical CPR as quoted in Bloomberg and (2) a discount rate. Due to the nature of the valuation inputs, loan servicing rights are classified in Level 3 of the fair value hierarchy.

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Fair Value of Financial Instruments

The Corporation is required to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions, consistent with exit price concepts for fair value measurements, are set forth below:


	September 30, 2020
	Carrying Amount		Fair Value
			Total		Level 1		Level 2		Level 3
	(In Thousands)
Financial assets:
Cash and cash equivalents	$	51,728	$	51,728	$	51,728	$	—	$	—
Securities available-for-sale	179,274		179,274		—		179,274		—
Securities held-to-maturity	28,897		29,964		—		29,964		—
Loans held for sale	15,049		16,404		—		16,404		—
Loans and lease receivables, net	2,139,482		2,136,174		—		—		2,136,174
Federal Home Loan Bank stock	15,153		N/A		N/A		N/A		N/A
Accrued interest receivable	9,938		9,938		9,938		—		—
Interest rate swaps	58,210		58,210		—		58,210		—
Financial liabilities:
Deposits	1,821,375		1,823,640		1,658,901		164,739		—
Federal Home Loan Bank advances and other borrowings	483,517		492,911		—		492,911		—
Junior subordinated notes	10,058		9,982		—		—		9,982
Accrued interest payable	1,509		1,509		1,509		—		—
Interest rate swaps	64,404		64,404		—		64,404		—
Off-balance sheet items:
Standby letters of credit	51		51		—		—		51

N/A = The fair value is not applicable due to restrictions placed on transferability

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	December 31, 2019
	Carrying Amount		Fair Value
			Total		Level 1		Level 2		Level 3
	(In Thousands)
Financial assets:
Cash and cash equivalents	$	67,102	$	67,102	$	61,202	$	5,900	$	—
Securities available-for-sale	173,133		173,133		—		173,133		—
Securities held-to-maturity	32,700		33,188		—		33,188		—
Loans held for sale	5,205		5,673		—		5,673		—
Loans and lease receivables, net	1,695,115		1,706,201		—		—		1,706,201
Federal Home Loan Bank stock	7,953		N/A		N/A		N/A		N/A
Accrued interest receivable	5,760		5,760		5,760		—		—
Interest rate swaps	18,346		18,346		—		18,346		—
Financial liabilities:
Deposits	1,530,379		1,532,517		1,241,891		290,626		—
Federal Home Loan Bank advances and other borrowings	319,382		319,507		—		319,507		—
Junior subordinated notes	10,047		9,970		—		—		9,970
Accrued interest payable	2,882		2,282		2,282		—		—
Interest rate swaps	20,885		20,885		—		20,885		—
Off-balance sheet items:
Standby letters of credit	63		63		—		—		63

N/A = The fair value is not applicable due to restrictions placed on transferability

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

Securities: The fair value measurements of investment securities are determined by a third-party pricing service which considers observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, trade execution data, market consensus prepayment speeds, credit information, and the securities’ terms and conditions, among other things. The fair value measurements are subject to independent verification by another pricing source on a quarterly basis to review for reasonableness. Any significant differences in pricing are reviewed with appropriate members of management who have the relevant technical expertise to assess the results. The Corporation has determined that these valuations are classified in Level 2 of the fair value hierarchy. When the independent pricing service does not provide a fair value measurement for a particular security, the Corporation will estimate the fair value based on specific information about each security. Fair values derived in this manner are classified in Level 3 of the fair value hierarchy.

Loans Held for Sale: Loans held for sale, which consist of the guaranteed portions of SBA 7(a) loans, are carried at the lower of cost or estimated fair value. The estimated fair value is based on what secondary markets are currently offering for portfolios with similar characteristics.

Interest Rate Swaps: The carrying amount and fair value of existing derivative financial instruments are based upon independent valuation models, which use widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative contract. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Corporation incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the

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respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Corporation considers the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Limitations: Fair value estimates are made at a discrete point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Corporation’s entire holding of a particular financial instrument. Because no market exists for a significant portion of the Corporation’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and are not considered in the estimates.

Note 13 — Derivative Financial Instruments

The Corporation offers interest rate swap products directly to qualified commercial borrowers. The Corporation economically hedges client derivative transactions by entering into offsetting interest rate swap contracts executed with a third party. Derivative transactions executed as part of this program are not considered hedging instruments and are marked-to-market through earnings each period. The derivative contracts have mirror-image terms, which results in the positions’ changes in fair value offsetting through earnings each period. The credit risk and risk of non-performance embedded in the fair value calculations is different between the dealer counterparties and the commercial borrowers which may result in a difference in the changes in the fair value of the mirror-image swaps. The Corporation incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the counterparty’s risk in the fair value measurements. When evaluating the fair value of its derivative contracts for the effects of non-performance and credit risk, the Corporation considered the impact of netting and any applicable credit enhancements such as collateral postings, thresholds, and guarantees.

At September 30, 2020, the aggregate amortizing notional value of interest rate swaps with various commercial borrowers was $577.9 million. The Corporation receives fixed rates and pays floating rates based upon LIBOR on the swaps with commercial borrowers. These interest rate swaps mature between March 2021 and August 2037. Commercial borrower swaps are completed independently with each borrower and are not subject to master netting arrangements. These commercial borrower swaps were reported on the unaudited Consolidated Balance Sheet as a derivative asset of $58.2 million, included in accrued interest receivable and other assets. As of September 30, 2020, no interest rate swaps were in default.

At September 30, 2020, the aggregate amortizing notional value of interest rate swaps with dealer counterparties was also $577.9 million. The Corporation pays fixed rates and receives floating rates based upon LIBOR on the swaps with dealer counterparties. These interest rate swaps mature in March 2021 through August 2037. Dealer counterparty swaps are subject to master netting agreements among the contracts within our Bank and are reported on the unaudited Consolidated Balance Sheet as a net derivative liability of $58.2 million, included in accrued interest payable and other liabilities. The gross amount of dealer counterparty swaps, without regard to the enforceable master netting agreement, was a gross derivative liability of $58.2 million and no gross derivative asset. No right of offset existed with dealer counterparty swaps as of September 30, 2020.

All changes in the fair value of these instruments are recorded in other non-interest income. Given the mirror-image terms of the outstanding derivative portfolio, the change in fair value for the three and nine months ended September 30, 2020 and 2019 had an insignificant impact on the unaudited Consolidated Statements of Income.

The Corporation also enters into interest rate swaps to manage interest rate risk and reduce the cost of match-funding certain long-term fixed rate loans. These LIBOR-based derivative contracts involve the receipt of floating rate interest from a counterparty in exchange for the Corporation making fixed-rate payments over the life of the agreement, without the exchange of the underlying notional value. The instruments are designated as cash flow hedges as the receipt of floating rate interest from the counterparty is used to manage interest rate risk associated with forecasted issuances of short-term FHLB advances. The change in the fair value of these hedging instruments is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged transactions affects earnings.

As of September 30, 2020, the aggregate notional value of interest rate swaps designated as cash flow hedges was $114.0 million. These interest rate swaps mature between December 2021 and December 2027. A pre-tax unrealized gain of $389,000

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and a pre-tax unrealized loss of $3.7 million were recognized in other comprehensive income for the three and nine months ended September 30, 2020, respectively, and there was no ineffective portion of these hedges.

Information about the balance sheet location and fair value of the Corporation’s derivative instruments below:


	Interest Rate Swap Contracts
	Asset Derivatives				Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
	(In Thousands)
Derivatives not designated as hedging instruments
September 30, 2020	Accrued interest receivable and other assets	$	58,210	Accrued interest payable and other liabilities	$	58,210
December 31, 2019	Accrued interest receivable and other assets	$	18,346	Accrued interest payable and other liabilities	$	18,346
Derivatives designated as hedging instruments
September 30, 2020	Accumulated other comprehensive income ⁽¹⁾	$	6,193	Accrued interest payable and other liabilities	$	6,193
December 31, 2019	Accumulated other comprehensive income ⁽¹⁾	$	2,539	Accrued interest payable and other liabilities	$	2,539

(1)The fair value of derivatives designated as hedging instruments included in accumulated other comprehensive income represent pre-tax amounts, which are reported net of tax on the unaudited Consolidated Balance Sheets.

Note 14 — Regulatory Capital

The Corporation and the Bank are subject to various regulatory capital requirements administered by Federal and Wisconsin banking agencies. Failure to meet minimum capital requirements can result in certain mandatory, and possibly additional discretionary actions on the part of regulators, that if undertaken, could have a direct material effect on the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory practices. The Corporation’s and the Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. The Corporation regularly reviews and updates, when appropriate, its Capital and Liquidity Action Plan, which is designed to help ensure appropriate capital adequacy, to plan for future capital needs, and to ensure that the Corporation serves as a source of financial strength to the Bank. The Corporation’s and the Bank’s Boards of Directors and management teams adhere to the appropriate regulatory guidelines on decisions which affect their respective capital positions, including but not limited to, decisions relating to the payment of dividends and increasing indebtedness.

As a bank holding company, the Corporation’s ability to pay dividends is affected by the policies and enforcement powers of the Board of Governors of the Federal Reserve system (the “Federal Reserve”). Federal Reserve guidance urges financial institutions to strongly consider eliminating, deferring, or significantly reducing dividends if: (i) net income available to common stockholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividend; (ii) the prospective rate of earnings retention is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition; or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital ratios. Management intends, when appropriate under regulatory guidelines, to consult with the Federal Reserve and provide it with information on the Corporation’s then-current and prospective earnings and capital position in advance of declaring any cash dividends. As a Wisconsin corporation, the Corporation is subject to the limitations of the Wisconsin Business Corporation Law, which prohibit the Corporation from paying dividends if such payment would: (i) render the Corporation unable to pay its debts as they become due in the usual course of business, or (ii) result in the Corporation’s assets being less than the sum of its total liabilities plus the amount needed to satisfy the preferential rights upon dissolution of any stockholders with preferential rights superior to those stockholders receiving the dividend.

The Bank is also subject to certain legal, regulatory, and other restrictions on its ability to pay dividends to the Corporation. As a bank holding company, the payment of dividends by the Bank to the Corporation is one of the sources of funds the

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Corporation could use to pay dividends, if any, in the future and to make other payments. Future dividend decisions by the Bank and the Corporation will continue to be subject to compliance with various legal, regulatory, and other restrictions as defined from time to time.

Qualitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios of Total Common Equity Tier 1 and Tier 1 capital to risk-weighted assets and of Tier 1 capital to adjusted total assets. These risk-based capital requirements presently address credit risk related to both recorded and off-balance sheet commitments and obligations.

As of September 30, 2020, the Corporation’s capital levels exceeded the regulatory minimums and the Bank’s capital levels remained characterized as well capitalized under the regulatory framework. The following tables summarize both the Corporation’s and the Bank’s capital ratios and the ratios required by their federal regulators:


	As of September 30, 2020
	Actual						Minimum Required for Capital Adequacy Purposes						For Capital Adequacy Purposes Plus Capital Conservation Buffer			Minimum Required to Be Well Capitalized Under Prompt Corrective Action Requirements
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount	Ratio
	(Dollars in Thousands)
Total capital (to risk-weighted assets)
Consolidated	$	252,325	11.42	%	$	176,728	8.00	%	$	231,956	10.50	%	N/A	N/A
First Business Bank	243,967		11.11		175,634		8.00		230,519		10.50		219,542	10.00	%
Tier 1 capital (to risk-weighted assets)
Consolidated	$	200,922	9.09	%	$	132,546	6.00	%	$	187,774	8.50	%	N/A	N/A
First Business Bank	216,469		9.86		131,725		6.00		186,611		8.50		175,634	8.00
Common equity tier 1 capital (to risk-weighted assets)
Consolidated	$	190,864	8.64	%	$	99,410	4.50	%	$	154,637	7.00	%	N/A	N/A
First Business Bank	216,469		9.86		98,794		4.50		153,680		7.00		142,702	6.50
Tier 1 leverage capital (to adjusted assets)
Consolidated	$	200,922	8.04	%	$	99,940	4.00	%	$	99,940	4.00	%	N/A	N/A
First Business Bank	216,469		8.72		99,347		4.00		99,347		4.00		124,183	5.00

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	As of December 31, 2019
	Actual						Minimum Required for Capital Adequacy Purposes						For Capital Adequacy Purposes Plus Capital Conservation Buffer			Minimum Required to Be Well Capitalized Under Prompt Corrective Action Requirements
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount	Ratio
	(Dollars in Thousands)
Total capital (to risk-weighted assets)
Consolidated	$	239,029	12.01	%	$	159,185	8.00	%	$	208,930	10.50	%	N/A	N/A
First Business Bank	233,181		11.79		158,177		8.00		207,607		10.50		197,721	10.00	%
Tier 1 capital (to risk-weighted assets)
Consolidated	$	194,456	9.77	%	$	119,388	6.00	%	$	169,134	8.50	%	N/A	N/A
First Business Bank	212,315		10.74		118,633		6.00		168,063		8.50		158,177	8.00
Common equity tier 1 capital (to risk-weighted assets)
Consolidated	$	184,409	9.27	%	$	89,541	4.50	%	$	139,286	7.00	%	N/A	N/A
First Business Bank	212,315		10.74		88,974		4.50		138,405		7.00		128,519	6.50
Tier 1 leverage capital (to adjusted assets)
Consolidated	$	194,456	9.27	%	$	83,950	4.00	%	$	83,950	4.00	%	N/A	N/A
First Business Bank	212,315		10.18		83,414		4.00		83,414		4.00		104,268	5.00

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

General

Unless otherwise indicated or unless the context requires otherwise, all references in this Report to the “Corporation,” “we,” “us,” “our,” or similar references mean First Business Financial Services, Inc. together with our subsidiary. “FBB” or the “Bank” refers to our subsidiary, First Business Bank.

Forward-Looking Statements

This report may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, which reflect our current views with respect to future events and financial performance. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results, or other developments. Forward-looking statements are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Such statements are subject to risks and uncertainties, including among other things:

•Adverse changes in the economy or business conditions, either nationally or in our markets, including, without limitation, the adverse effects of the COVID-19 pandemic on the global, national, and local economy.

•The effect of the COVID-19 pandemic on the Corporation’s credit quality, revenue, and business operations.

•Competitive pressures among depository and other financial institutions nationally and in our markets.

•Increases in defaults by borrowers and other delinquencies.

•Our ability to manage growth effectively, including the successful expansion of our client support, administrative infrastructure, and internal management systems.

•Fluctuations in interest rates and market prices.

•The consequences of continued bank acquisitions and mergers in our markets, resulting in fewer but much larger and financially stronger competitors.

•Changes in legislative or regulatory requirements applicable to us and our subsidiaries.

•Changes in tax requirements, including tax rate changes, new tax laws, and revised tax law interpretations.

•Fraud, including client and system failure or breaches of our network security, including our internet banking activities.

•Failure to comply with the applicable SBA regulations in order to maintain the eligibility of the guaranteed portions of SBA loans.

These risks could cause actual results to differ materially from what we have anticipated or projected. These risk factors and uncertainties should be carefully considered by our stockholders and potential investors. See Part I, Item 1A — Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A — Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, for discussion relating to risk factors impacting us. Investors should not place undue reliance on any such forward-looking statements, which speak only as of the date made. The factors described within this Form 10-Q could affect our financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods.

Where any such forward-looking statement includes a statement of the assumptions or bases underlying such forward-looking statement, we caution that, while our management believes such assumptions or bases are reasonable and are made in good faith, assumed facts or bases can vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending on the circumstances. Where, in any forward-looking statement, an expectation or belief is expressed as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will be achieved or accomplished.

We do not intend to, and specifically disclaim any obligation to, update any forward-looking statements.

The following discussion and analysis is intended as a review of significant events and factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with the unaudited Consolidated Financial Statements and the Notes thereto presented in this Form 10-Q.

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Overview

We are a registered bank holding company incorporated under the laws of the State of Wisconsin and are engaged in the commercial banking business through our wholly-owned banking subsidiary, FBB. All of our operations are conducted through the Bank and certain subsidiaries of FBB. We operate as a business bank focusing on delivering a full line of commercial banking products and services tailored to meet the specific needs of small and medium-sized businesses, business owners, executives, professionals, and high net worth individuals. Our products and services include those for business banking, private wealth, and bank consulting. Within business banking, we offer commercial lending, asset-based lending, accounts receivable financing, equipment financing, vendor financing, floorplan financing, SBA lending and servicing, treasury management services, and company retirement plans. Our private wealth services for executives and individuals include trust and estate administration, financial planning, investment management, private banking, and consumer and other lending. For other financial institutions, our bank consulting experts provide investment portfolio administrative services, asset liability management services, and asset liability management process validation. We do not utilize a branch network to attract retail clients. Our operating philosophy is predicated on deep client relationships fostered by local banking partners and specialized business lines where we provide skilled expertise, combined with the efficiency of centralized administrative functions such as information technology, loan and deposit operations, finance and accounting, credit administration, compliance, marketing, and human resources. Our focused model allows experienced staff to provide the level of financial expertise needed to develop and maintain long-term relationships with our clients.

Operational Summary

Results as of and for the three and nine months ended September 30, 2020 include:

•Net income totaled $4.3 million, or diluted earnings per share of $0.50, for the three months ended September 30, 2020, compared to $5.1 million, or diluted earnings per share of $0.59, for the same period in 2019. Net income totaled $10.9 million, or diluted earnings per share of $1.27, for the nine months ended September 30, 2020, compared to $17.6 million, or diluted earnings per share of $2.01, for the same period in 2019.

•Annualized return on average assets and annualized return on average equity for the three months ended September 30, 2020 measured 0.68% and 8.58%, respectively, compared to 0.97% and 10.68% for the same period in 2019. Annualized return on average assets and annualized return on average equity for the nine months ended September 30, 2020 measured 0.62% and 7.49%, respectively, compared to 1.15% and 12.77% for the same period in 2019.

•As of September 30, 2020, the Corporation had $332.3 million in Paycheck Protection Program (“PPP”) loans outstanding and deferred processing fee income from the Small Business Administration (“SBA”) outstanding of $6.9 million. The processing fee income is deferred and recognized over the contractual life of the loan, or accelerated at forgiveness. For the three and nine months ended September 30, 2020, the Corporation recognized $1.1 million and $2.0 million, respectively, in processing fee income through interest income.

•Pre-tax, pre-provision adjusted earnings, which excludes certain one-time and discrete items, totaled $9.3 million for the three months ended September 30, 2020, up 23.0% from the same period in 2019. Pre-tax, pre-provision adjusted return on average assets was 1.47% for the three months ended September 30, 2020, compared to 1.45% for the same period in 2019. Pre-tax, pre-provision adjusted earnings totaled $26.7 million for the nine months ended September 30, 2020, up 20.6% from the same period in 2019. Pre-tax, pre-provision adjusted return on average assets was 1.51% for the nine months ended September 30, 2020, compared to 1.45% for the same period in 2019.

•Period-end gross loans and leases receivable were $2.170 billion as of September 30, 2020, up $455.7 million from December 31, 2019. Line of credit utilization was significantly impacted by PPP loan proceeds and was $217.6 million as of September 30, 2020, down from $282.9 million at December 31, 2019. Gross loans and leases receivable, excluding net PPP loans and lines of credit, were $1.627 billion as of September 30, 2020, up 18.2% annualized, from December 31, 2019.

•The allowance for loan and lease losses increased $11.3 million, or 57.9%, compared to December 31, 2019 due to a $5.8 million increase in the general reserve and a $5.5 million increase in specific reserves, primarily driven by the COVID-19 pandemic. The allowance for loan and lease losses increased to 1.41% of total loans, compared to 1.14% at December 31, 2019. Excluding net PPP loans, the allowance for loan and lease losses increased to 1.67% of total loans as of September 30, 2020.

•Provision for loan and lease losses totaled $3.8 million for the three months ended September 30, 2020, compared to $1.3 million for the same period in 2019. Provision for loan and lease losses totaled $12.5 million for the nine months ended September 30, 2020, compared to $613,000 for the same period in 2019.

•Robust liquidity position includes record in-market deposits of $1.667 billion, total deposits of $1.821 billion, and on-balance sheet liquidity of $556.1 million, defined as total short-term investments, unencumbered securities, and unencumbered pledged loans. In-market deposit balances were positively affected by PPP loan proceeds.

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•Net interest margin was 3.14% and 3.30% for the three and nine months ended September 30, 2020, respectively, compared to 3.40% and 3.57% for the three and nine months ended September 30, 2019, respectively. Adjusted net interest margin, which excludes certain one-time and discrete items, was 3.24% and 3.29% for the three and nine months ended September 30, 2020, respectively, compared to 3.24% and 3.30% for the three and nine months ended September 30, 2019, respectively.

•Fees in lieu of interest, defined as prepayment fees, asset-based loan fees, non-accrual interest, and loan fee amortization, totaled $1.5 million and $4.6 million for the three and nine months ended September 30, 2020, respectively, compared to $1.1 million and $4.6 million for the three and nine months ended September 30, 2019, respectively.

•Top line revenue, defined as net interest income plus non-interest income, totaled $26.0 million for the three months ended September 30, 2020, up 15.3% from the same period in 2019. Top line revenue totaled $74.7 million for the nine months ended September 30, 2020, up 10.5% from the same period in 2019.

•Non-interest income totaled $7.4 million, or 28.5% of total revenue, for the three months ended September 30, 2020, surpassing the Corporation’s goal of 25% for the sixth consecutive quarter. Non-interest income totaled $20.1 million, or 27.0% of total revenue, for the nine months ended September 30, 2020.

•Non-interest expense was $16.8 million and $51.2 million for the three and nine months ended September 30, 2020, respectively, compared to $14.7 million and $49.9 million for the three and nine months ended September 30, 2019, respectively. Operating expense, which excludes certain one-time and discrete items, totaled $16.7 million and $48.0 million for the three and nine months ended September 30, 2020, respectively, compared to $15.0 million and $45.5 million for the three and nine months ended September 30, 2019, respectively.

•The efficiency ratio improved to 64.16% and 64.29% for the three and nine months ended September 30, 2020, respectively, down from 66.41% and 67.29% for the three and nine months ended September 30, 2019, respectively.

COVID-19 Update

Paycheck Protection Program

As of September 30, 2020, the Corporation had $332.3 million in PPP loans outstanding and deferred processing fees outstanding of $6.9 million. The processing fees are deferred and recognized over the contractual life of the loan, or accelerated at forgiveness, as an adjustment of yield using the interest method. For the three and nine months ended September 30, 2020, $1.1 million and $2.0 million, respectively, was recognized in interest income compared to no PPP loan processing fee income for the three and nine months ended September 30, 2019. The SBA provides a guaranty to the lender of 100% of principal and interest, unless the lender violated an obligation under the agreement. As loan losses are expected to be immaterial, if any at all, due to the guaranty, management excluded the PPP loans from the allowance for loan and lease losses calculation. As of October 20, 2020, the Corporation had processed and submitted $97.9 million, or 29% of total gross PPP loans, to the SBA for forgiveness and clients have started to receive reimbursements.

Liquidity Sources

Management has reviewed all primary and secondary sources of liquidity in preparation for any unforeseen funding needs due to the COVID-19 pandemic and prioritized based on available capacity, term flexibility, and cost. As of September 30, 2020, the Corporation had the following sources of liquidity, including the Corporation’s ability to participate in the Federal Reserve’s Paycheck Protection Program Liquidity Facility (“PPPLF”):


(Unaudited)	As of
(in thousands)	September 30, 2020		June 30, 2020
Short-term investments	$	23,500	$	27,839

PPPLF availability	295,876		298,327
Collateral value of unencumbered loans (FHLB borrowing availability)	107,456		178,587
Market value of unencumbered securities (Fed Discount Window and FHLB borrowing availability)	129,246		106,808
Total sources of liquidity	$	556,078	$	611,561

In addition to the above primary sources of liquidity, as of September 30, 2020, the Corporation also had access to $53.5 million in federal funds lines with various correspondent banks and significant experience accessing the highly liquid brokered certificate of deposit market.

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Capital Strength

The Corporation’s capital ratios continued to exceed the highest required regulatory benchmark levels.

•Total capital to risk-weighted assets at September 30, 2020, was 11.42%, tier 1 capital to risk-weighted assets was 9.09%, tier 1 leverage capital to adjusted average assets was 8.04%, and common equity tier 1 capital to risk-weighted assets was 8.64%. Tangible common equity to tangible assets was 7.29%. Excluding net PPP loans, tier 1 leverage capital to adjusted average assets and tangible common equity to tangible assets were 9.24% and 8.34%, respectively.

•Management suspended the Corporation’s stock repurchase program in March 2020 due to the uncertainty surrounding the COVID-19 pandemic. As of March 16, 2020, the Corporation had repurchased 141,137 shares of its common stock under its current authorization at a weighted average price of $24.62 per share, for a total value of $3.5 million. The Corporation has $1.5 million of buyback authority remaining.

•As previously announced, during the third quarter of 2020, the Corporation’s Board of Directors declared a regular quarterly dividend of $0.165 per share. The dividend was paid on August 13, 2020 to stockholders of record at the close of business on August 3, 2020. Measured against third quarter 2020 diluted earnings per share of $0.50, the dividend represents a 33.0% payout ratio. The Board of Directors routinely considers dividend declarations as part of its normal course of business.

Deferral Requests

The Corporation provided loan modifications deferring payments up to six months to certain borrowers impacted by COVID-19 who were current in their payments at the inception of the Corporation’s loan modification program. As of September 30, 2020, the Corporation had deferred loans outstanding of $131.5 million, or 7.1% of gross loans and leases, excluding gross PPP loans, compared to $323.2 million, or 18.6% of gross loans and leases, excluding gross PPP loans, as of June 30, 2020. As of October 20, 2020, 95% of clients whose first deferral concluded during the quarter resumed their scheduled payments. Management anticipates the loan modifications will continue through 2020 due to the remaining uncertainty surrounding the COVID-19 pandemic. The following tables represent a breakdown of the deferred loan balances by industry segment and collateral type:

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(Unaudited)	As of
(Dollars in thousands)	September 30, 2020												June 30, 2020
					Collateral Type
Industries Description	Balance		% of Deferred of Total Industry		Real Estate		Non Real Estate		Balance		% of Deferred of Total Industry
Real Estate and Rental and Leasing	$	67,214	7.7	%	$	67,214	$	—	$	147,584	18.8	%
Accommodation and Food Services	26,884		25.3	%	26,884		—		52,468		52.7	%
Manufacturing	17,807		9.6	%	10,506		7,301		34,214		17.5	%
Health Care and Social Assistance	8,867		6.9	%	8,855		12		19,552		15.9	%
Transportation and Warehousing	256		1.9	%	—		256		19,402		21.3	%
Retail Trade	6,781		14.7	%	6,781		—		14,851		29.7	%
Information	—		—	%	—		—		11,228		64.1	%
Utilities	—		—	%	—		—		7,129		96.4	%
Construction	427		0.7	%	427		—		6,448		6.7	%
Wholesale Trade	711		0.3	%	450		261		5,695		5.7	%
Other Services (except Public Administration)	402		0.8	%	212		190		1,673		3.0	%
Professional, Scientific, and Technical Services	364		0.4	%	—		364		933		2.3	%
Administrative and Support and Waste Management and Remediation Services	145		1.6	%	—		145		831		9.9	%
Finance and Insurance	—		—	%	—		—		743		1.8	%
Arts, Entertainment, and Recreation	1,350		7.9	%	1,350		—		300		1.7	%
Agriculture, Forestry, Fishing and Hunting	261		0.8	%	—		261		165		1.3	%
Total deferred loan balances	$	131,469			$	122,679	$	8,790	$	323,216

The following table is a further breakdown of the deferred loan balances by certain credit quality indicators. Please refer to Note 6 — Loan and Lease Receivables, Impaired Loans and Leases and Allowance for Loan and Lease Losses for the risk category definitions.


	As of
	September 30, 2020
	Category
(Dollars in thousands)	I			II			III			IV			Total

Total deferred loan balances	$	69,984		$	40,371		$	20,045		$	1,069		$	131,469
% of Total	53.2		%	30.7		%	15.2		%	0.8		%	100.0		%


	As of
	June 30, 2020
	Category
(Dollars in thousands)	I			II			III			IV			Total

Total deferred loan balances	$	221,414		$	66,554		$	35,248		$	—		$	323,216
% of Total	68.5		%	20.6		%	10.9		%	—		%	100.0		%

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The following table is a further breakdown of the deferred loan balances and collateral type for the Real Estate and Rental and Leasing industry:


	As of
	September 30, 2020												June 30, 2020
					Collateral Type
Real Estate and Rental and Leasing Detail:	Balance		% Deferred of Sub-Industry		Real Estate		Non Real Estate		Balance		% Deferred of Sub-Industry
	(Dollars in Thousands)
Office - Class A	$	7,922	4.8	%	$	7,922	$	—	$	23,204	15.3	%
Retail - Non-Credit Tenant - Shopping Center	9,326		30.4	%	9,326		—		22,657		73.5	%
Office - Class B	5,738		10.2	%	5,738		—		17,652		32.1	%
1-4 Family	185		0.7	%	185		—		16,887		64.5	%
Multi-Family - Market Rent	26,888		12.1	%	26,888		—		16,174		8.5	%
Retail - Non-Credit Tenant - Strip Center	4,944		26.3	%	4,944		—		11,389		59.7	%
Multi-Family - Student Housing	8,466		20.3	%	8,466		—		8,466		20.2	%
Retail - Non-Credit Tenant - Restaurant	1,004		9.9	%	1,004		—		6,621		64.9	%
Retail - Other	986		7.1	%	986		—		6,110		13.9	%
Retail - Non-Credit-Tenant - Big Box	1,755		31.2	%	1,755		—		5,629		100.0	%
Other	—		—	%	—		—		12,795		5.6	%
Total Real Estate and Rental and Leasing	$	67,214			$	67,214	$	—	$	147,584

The following table is a further breakdown of the deferred loan balances and collateral type for the Accommodation and Food Services industry:


	As of
	September 30, 2020												June 30, 2020
					Collateral Type
Accommodation and Food Services Detail:	Balance		% Deferred of Sub-Industry		Real Estate		Non Real Estate		Balance		% Deferred of Sub-Industry
	(Dollars in Thousands)
Hotel - Flag	$	25,082	34.1	%	$	25,082	$	—	$	43,011	63.1	%
Hotel - No Flag	—		—	%	—		—		1,862		46.0	%
Other	1,802		14.5	%	1,802		—		5,594		22.7	%
Retail - Restaurant/Bar	—		—	%	—		—		2,001		13.0	%
Total Accommodation and Food Service	$	26,884			$	26,884	$	—	$	52,468

Exposure to Stressed Industries

Certain industries are widely expected to be particularly impacted by social distancing, quarantines, and the economic impact of the COVID-19 pandemic, such as the following:


	As of
	September 30, 2020						June 30, 2020
Industries:	Balance		% Gross Loans and Leases ⁽¹⁾		Balance		% Gross Loans and Leases ⁽¹⁾
	(Dollars in Thousands)
Retail ⁽²⁾	$	75,261	4.1	%	$	70,028	4.0	%
Hospitality	78,786		4.3	%	73,502		4.2	%
Entertainment	7,758		0.4	%	16,675		1.0	%
Restaurants & food service	26,728		1.4	%	24,884		1.4	%
Total outstanding exposure	$	188,533	10.2	%	$	185,089	10.6	%

(1)Excluding net PPP loans.

(2)Includes $52.0 million and $51.7 million in loans secured by commercial real estate as of September 30, 2020 and June 30, 2020, respectively.

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As of September 30, 2020, the Corporation had no meaningful direct exposure to the energy sector, airline industry or retail consumer, and does not participate in shared national credits.

Because of the significant uncertainties related to the ultimate duration of the COVID-19 pandemic and its effects on our clients and prospects, and on the national and local economy as a whole, there can be no assurances as to how the crisis may ultimately affect the Corporation’s loan portfolio.

Results of Operations

Top Line Revenue

Top line revenue, comprised of net interest income and non-interest income, increased 15.3% for the three months ended September 30, 2020 compared to the same period in the prior year primarily due to an increase in average loans and lease, increase in fees in lieu of interest, and increase in commercial loan interest rate swap fee income, partially offset by net interest margin compression. Top line revenue increased 10.5% for the nine months ended September 30, 2020 compared to the same period in the prior year primarily due to an increase in average loans and leases, increase in commercial loan interest rate swap fee income, and increase in gains on the sale of SBA loans, partially offset by net interest margin compression.

The components of top line revenue were as follows:


	For the Three Months Ended September 30,														For the Nine Months Ended September 30,
	2020		2019		$ Change		% Change		2020		2019		$ Change		% Change
	(Dollars in Thousands)
Net interest income	$	18,621	$	16,776	$	1,845	11.0	%	$	54,558	$	51,382	$	3,176	6.2	%
Non-interest income	7,408		5,792		1,616		27.9		20,141		16,234		3,907		24.1
Top line revenue	$	26,029	$	22,568	$	3,461	15.3		$	74,699	$	67,616	$	7,083	10.5

Annualized Return on Average Assets and Annualized Return on Average Equity

ROAA for the three months ended September 30, 2020 decreased to 0.68% compared to 0.97% for the three months ended September 30, 2019. ROAA for the nine months ended September 30, 2020 decreased to 0.62% compared to 1.15% for the nine months ended September 30, 2019. The decrease in ROAA in both periods of comparison was primarily due to an increase in the provision for loan and lease losses related to the COVID-19 pandemic. This reduction in profitability was partially offset by an increase in commercial loan interest rate swap fee income, increase in gains on the sale of SBA loans, and net interest income improvement mainly due to an increase in average loans and leases. We consider ROAA a critical metric to measure the profitability of our organization and how efficiently our assets are deployed. ROAA also allows us to better benchmark our profitability to our peers without the need to consider different degrees of leverage which can ultimately influence return on equity measures.

ROAE for the three months ended September 30, 2020 was 8.58% compared to 10.68% for the three months ended September 30, 2019. ROAE for the nine months ended September 30, 2020 was 7.49% compared to 12.77% for the nine months ended September 30, 2019. The reasons for the decrease in ROAE are consistent with the explanations discussed above with respect to ROAA. We view ROAE as an important measurement for monitoring profitability and continue to focus on improving our return to our shareholders by enhancing the overall profitability of our client relationships, controlling our expenses, and minimizing our costs of credit.

Efficiency Ratio and Pre-Tax, Pre-Provision Adjusted Earnings

Efficiency ratio is a non-GAAP measure representing non-interest expense excluding the effects of the SBA recourse provision or benefit, impairment of tax credit investments, net gains or losses on foreclosed properties, amortization of other intangible assets, losses on early extinguishment of debt, and other discrete items, if any, divided by operating revenue, which is equal to net interest income plus non-interest income less realized net gains or losses on securities, if any. Pre-tax, pre-provision adjusted earnings is defined as operating revenue less operating expense. In the judgment of the Corporation’s management, the adjustments made to non-interest expense and non-interest income allow investors and analysts to better assess the Corporation’s operating expenses in relation to its core operating revenue by removing the volatility that is associated with certain one-time items and other discrete items.

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The efficiency ratio was 64.16% and 64.29% for the three and nine months ended September 30, 2020 compared to 66.41% and 67.29% for the three and nine months ended September 30, 2019. Operating revenue growth outpaced the change in operating expense for the three and nine months ended September 30, 2020, resulting in positive operating leverage. Results for the three and nine months ended September 30, 2020 have benefited from PPP interest income, PPP loan processing fee recognition, and below average business development related expenses due to the COVID-19 pandemic. For the three months ended September 30, 2020 compared to the three months ended September 30, 2019, operating revenue increased 15.3% while operating expense increased 11.4%. Similarly, for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019, operating revenue increased 10.5% while operating expense increased 5.6%. We believe we will continue to generate modest positive operating leverage and progress towards enhancing our long-term efficiency ratio at a measured pace as we focus on strategic initiatives directed toward revenue growth, although this growth may be muted somewhat by the current health crisis and its effect on the economy. These initiatives include efforts to expand our specialty finance lines of business, increase our commercial banking market share, and scale our private wealth management business in less mature markets.

We believe the efficiency ratio and pre-tax, pre-provision adjusted earnings allow investors and analysts to better assess the Corporation’s operating expenses in relation to its top line revenue by removing the volatility that is associated with certain non-recurring and other discrete items. The efficiency ratio also allows management to benchmark performance of our model to our peers without the influence of the loan loss provision and tax considerations, which will ultimately influence other traditional financial measurements, including ROAA and ROAE. The information provided below reconciles the efficiency ratio to its most comparable GAAP measure.

Please refer to the Non-Interest Income and Non-Interest Expense sections below for discussion on additional drivers of the year-over-year change in the efficiency ratio.


	For the Three Months Ended September 30,																		For the Nine Months Ended September 30,
	2020			2019			$ Change		% Change		2020			2019			$ Change		% Change
	(Dollars in Thousands)
Total non-interest expense	$	16,758		$	14,716		$	2,042	13.9	%	$	51,245		$	49,922		$	1,323	2.7	%
Less:
Net (gain) loss on foreclosed properties	(121)			262			(383)		NM		329			241			88		36.5
Amortization of other intangible assets	9			11			(2)		(18.2)		27			33			(6)		(18.2)
SBA recourse provision (benefit)	57			(427)			484		NM		53			167			(114)		(68.3)
Tax credit investment impairment (recovery)	113			(120)			233		NM		2,066			3,982			(1,916)		(48.1)
Loss on early extinguishment of debt	—			—			—		NM		744			—			744		NM

Total operating expense	$	16,700		$	14,990		$	1,710	11.4		$	48,026		$	45,499		$	2,527	5.6
Net interest income	18,621			16,776			1,845		11.0		$	54,558		$	51,382		$	3,176	6.2
Total non-interest income	7,408			5,792			1,616		27.9		20,141			16,234			3,907		24.1
Less:
Net loss on sale of securities	—			(4)			4		NM		(4)			(5)			1		(20.0)
Total operating revenue	$	26,029		$	22,572		$	3,457	15.3		$	74,703		$	67,621		$	7,082	10.5
Pre-tax, pre-provision adjusted earnings	$	9,329		$	7,582		$	1,747	23.0		$	26,677		$	22,122		$	4,555	20.6
Efficiency ratio	64.16		%	66.41		%					64.29		%	67.29		%

NM = Not Meaningful

Net Interest Income

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Net interest income levels depend on the amount of and yield on interest-earning assets as compared to the amount of and rate paid on interest-bearing liabilities. Net interest income is sensitive to changes in market rates of interest and the asset/liability management processes to prepare for and respond to such changes.

The following table provides information with respect to (1) the change in net interest income attributable to changes in rate (changes in rate multiplied by prior volume) and (2) the change in net interest income attributable to changes in volume (changes in volume multiplied by prior rate) for the three and nine months ended September 30, 2020 compared to the same period in 2019. The change in net interest income attributable to changes in rate and volume (changes in rate multiplied by changes in volume) has been allocated to the rate and volume changes in proportion to the relationship of the absolute dollar amounts of the change in each.


	Increase (Decrease) for the Three Months Ended September 30,										Increase (Decrease) for the Nine Months Ended September 30,
	2020 Compared to 2019										2020 Compared to 2019
	Rate		Volume		Net		Rate		Volume			Net
	(In Thousands)
Interest-earning assets
Commercial real estate and other mortgage loans⁽¹⁾	$	(3,728)	$	1,500	$	(2,228)	$	(8,438)	$	2,738		$	(5,700)
Commercial and industrial loans⁽¹⁾	(4,148)		3,584		(564)		(9,812)		8,138			(1,674)
Direct financing leases⁽¹⁾	(23)		(35)		(58)		(86)		(120)			(206)
Consumer and other loans⁽¹⁾	(48)		81		33		(132)		181			49
Total loans and leases receivable	(7,947)		5,130		(2,817)		(18,468)		10,937			(7,531)
Mortgage-related securities	(228)		1		(227)		(495)		279			(216)
Other investment securities	(11)		48		37		(7)		21			14
FHLB and FRB Stock	13		63		76		87		143			230
Short-term investments	(154)		(77)		(231)		(569)		53			(516)
Total net change in income on interest-earning assets	(8,327)		5,165		(3,162)		(19,452)		11,433			(8,019)
Interest-bearing liabilities
Transaction accounts	(1,167)		507		(660)		(2,736)		1,154			(1,582)
Money market accounts	(2,541)		2		(2,539)		(6,342)		666			(5,676)
Certificates of deposit	(232)		(238)		(470)		(461)		(614)			(1,075)
Wholesale deposits	(458)		(256)		(714)		(353)		(1,711)			(2,064)
Total deposits	(4,398)		15		(4,383)		(9,892)		(505)			(10,397)
FHLB advances	(2,067)		1,750		(317)		(1,695)		1,264			(431)
Federal reserve PPP lending facility	—		26		26		—		44			44
Other borrowings	(260)		(73)		(333)		(356)		(58)			(414)
Junior subordinated notes	—		—		—		2		1			3
Total net change in expense on interest-bearing liabilities	(6,725)		1,718		(5,007)		(11,941)		746			(11,195)
Net change in net interest income	$	(1,602)	$	3,447	$	1,845	$	(7,511)	$	10,687		$	3,176

(1)The average balances of loans and leases include non-accrual loans and leases and loans held for sale.

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The table below shows our average balances, interest, average yields/rates, net interest margin, and the spread between the combined average yields earned on interest-earning assets and average rates on interest-bearing liabilities for the three and nine months ended September 30, 2020 and 2019. The average balances are derived from average daily balances.


	For the Three Months Ended September 30,
	2020												2019
	Average Balance			Interest		Average Yield/Rate⁽⁴⁾		Average Balance			Interest		Average Yield/Rate⁽⁴⁾
	(Dollars in Thousands)
Interest-earning assets
Commercial real estate and other mortgage loans⁽¹⁾	$	1,282,132		$	12,340	3.85	%	$	1,153,591		$	14,568	5.05	%
Commercial and industrial loans⁽¹⁾	791,909			8,133		4.11		517,043			8,697		6.73
Direct financing leases⁽¹⁾	26,129			258		3.95		29,600			316		4.27
Consumer and other loans⁽¹⁾	39,269			374		3.81		31,195			341		4.37
Total loans and leases receivable⁽¹⁾	2,139,439			21,105		3.95		1,731,429			23,922		5.53
Mortgage-related securities⁽²⁾	167,326			833		1.99		167,113			1,060		2.54
Other investment securities⁽³⁾	34,004			171		2.01		24,755			134		2.17
FHLB and FRB stock	12,835			161		5.02		7,692			85		4.42
Short-term investments	21,287			6		0.11		40,707			237		2.33
Total interest-earning assets	2,374,891			22,276		3.75		1,971,696			25,438		5.16
Non-interest-earning assets	165,844							121,589
Total assets	$	2,540,735						$	2,093,285
Interest-bearing liabilities
Transaction accounts	$	445,687		259		0.23		$	217,870		919		1.69
Money market accounts	642,881			318		0.20		642,385			2,857		1.78
Certificates of deposit	110,891			513		1.85		154,095			983		2.55
Wholesale deposits	160,067			533		1.33		211,528			1,247		2.36
Total interest-bearing deposits	1,359,526			1,623		0.48		1,225,878			6,006		1.96
FHLB advances	379,915			1,356		1.43		307,060			1,673		2.18
Federal reserve PPPLF	29,605			26		0.35		—			—		—
Other borrowings	24,403			370		6.06		27,545			703		10.21
Junior subordinated notes	10,056			280		11.14		10,041			280		11.15
Total interest-bearing liabilities	1,803,505			3,655		0.81		1,570,524			8,662		2.21
Non-interest-bearing demand deposit accounts	445,245							283,675
Other non-interest-bearing liabilities	91,810							48,688
Total liabilities	2,340,560							1,902,887
Stockholders’ equity	200,175							190,398
Total liabilities and stockholders’ equity	$	2,540,735						$	2,093,285
Net interest income				$	18,621						$	16,776
Interest rate spread						2.94	%						2.95	%
Net interest-earning assets	$	571,386						$	401,172
Net interest margin						3.14	%						3.40	%
Average interest-earning assets to average interest-bearing liabilities	131.68		%					125.54		%
Return on average assets⁽⁴⁾	0.68							0.97
Return on average equity⁽⁴⁾	8.58							10.68
Average equity to average assets	7.88							9.10
Non-interest expense to average assets⁽⁴⁾	2.64							2.81

(1)The average balances of loans and leases include non-accrual loans and leases and loans held for sale. Interest income related to non-accrual loans and leases is recognized when collected. Interest income includes net loan fees collected in lieu of interest.

(2)Includes amortized cost basis of assets available-for-sale and held-to-maturity.

(3)Yields on tax-exempt municipal securities are not presented on a tax-equivalent basis in this table.

(4)Represents annualized yields/rates.

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	For the Nine Months Ended September 30,
	2020												2019
	Average Balance			Interest		Average Yield/Rate⁽⁴⁾		Average Balance			Interest		Average Yield/Rate⁽⁴⁾
	(Dollars in Thousands)
Interest-earning assets
Commercial real estate and other mortgage loans⁽¹⁾	$	1,209,810		$	38,312	4.22	%	$	1,135,596		$	44,012	5.17	%
Commercial and industrial loans⁽¹⁾	678,650			24,338		4.78		492,247			26,012		7.04
Direct financing leases⁽¹⁾	27,065			761		3.75		31,143			967		4.14
Consumer and other loans⁽¹⁾	37,260			1,091		3.90		31,391			1,042		4.43
Total loans and leases receivable⁽¹⁾	1,952,785			64,502		4.40		1,690,377			72,033		5.68
Mortgage-related securities⁽²⁾	173,985			2,806		2.15		158,407			3,022		2.54
Other investment securities⁽³⁾	29,177			456		2.08		27,849			442		2.12
FHLB and FRB stock	10,558			491		6.20		7,210			261		4.83
Short-term investments	39,293			153		0.52		36,139			669		2.47
Total interest-earning assets	2,205,798			68,408		4.13		1,919,982			76,427		5.31
Non-interest-earning assets	151,994							109,395
Total assets	$	2,357,792						$	2,029,377
Interest-bearing liabilities
Transaction accounts	$	362,326		1,197		0.44		$	222,513		2,779		1.66
Money market accounts	649,999			2,555		0.52		597,487			8,231		1.84
Certificates of deposit	122,781			1,890		2.05		159,390			2,965		2.48
Wholesale deposits	132,811			2,021		2.03		243,254			4,085		2.24
Total interest-bearing deposits	1,267,917			7,663		0.81		1,222,644			18,060		1.97
FHLB advances	371,738			4,198		1.51		280,538			4,629		2.20
Federal reserve PPPLF	16,855			44		0.35		—			—		—
Other borrowings	24,490			1,110		6.04		25,497			1,524		7.97
Junior subordinated notes	10,052			835		11.07		10,038			832		11.05
Total interest-bearing liabilities	1,691,052			13,850		1.09		1,538,717			25,045		2.17
Non-interest-bearing demand deposit accounts	392,455							265,121
Other non-interest-bearing liabilities	80,270							42,276
Total liabilities	2,163,777							1,846,114
Stockholders’ equity	194,015							183,263
Total liabilities and stockholders’ equity	$	2,357,792						$	2,029,377
Net interest income				$	54,558						$	51,382
Interest rate spread						3.04	%						3.14	%
Net interest-earning assets	$	514,746						$	381,265
Net interest margin						3.30	%						3.57	%
Average interest-earning assets to average interest-bearing liabilities	130.44		%					124.78		%
Return on average assets⁽⁴⁾	0.62							1.15
Return on average equity⁽⁴⁾	7.49							12.77
Average equity to average assets	8.23							9.03
Non-interest expense to average assets	2.90							3.28

(2)Includes amortized cost basis of assets available-for-sale and held-to-maturity.

(3)Yields on tax-exempt municipal securities are not presented on a tax-equivalent basis in this table.

(4)Represents annualized yields/rates.

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Comparison of Net Interest Income for the Three and Nine Months Ended September 30, 2020 and 2019

Net interest income increased $1.8 million, or 11.0%, during the three months ended September 30, 2020 compared to the three months ended September 30, 2019. The increase in net interest income reflected an increase in average gross loans and leases and an increase in fees collected in lieu of interest, partially offset by adjusted net interest margin compression. Fees in lieu of interest, which can vary from quarter to quarter, totaled $1.5 million for the three months ended September 30, 2020, compared to $1.1 million for the same period in 2019. Excluding fees in lieu of interest, interest income from PPP loans, and interest expense from Federal Reserve PPPLF advances, net interest income increased $617,000, or 3.9%. Average gross loans and leases for the three months ended September 30, 2020 increased $408.0 million, or 23.6%, compared to the three months ended September 30, 2019. Excluding net PPP loans and lines of credit, average gross loans and leases for the three months ended September 30, 2020 increased $179.2 million, or 12.6%, compared to the three months ended September 30, 2019. Net interest income for the nine months ended September 30, 2020 increased $3.2 million, or 6.2%, compared to the nine months ended September 30, 2019. The increase in net interest income for the nine months ended September 30, 2020 was principally due to an increase in average gross loans and leases, including interest income received from PPP loans, partially offset by a reduction in fees collected in lieu of interest and net interest margin compression. Fees in lieu of interest totaled $4.6 million for both the nine months ended September 30, 2020 and September 30, 2019. Excluding fees in lieu of interest, interest income from PPP loans and interest expense from Federal Reserve PPPLF advances, net interest income for the nine months ended September 30, 2020 increased $1.8 million, or 3.9%. Average gross loans and leases for the nine months ended September 30, 2020 increased $262.4 million, or 15.5%, compared to the nine months ended September 30, 2019. Excluding net PPP loans and lines of credit, average gross loans and leases for the nine months ended September 30, 2020 increased $71.6 million, or 7.0% annualized, compared to the nine months ended September 30, 2019.

The yield on average loans and leases for the three and nine months ended September 30, 2020 declined to 3.95% and 4.40%, respectively, compared to 5.53% and 5.68% for the three and nine months ended September 30, 2019, respectively. Excluding the impact of fees collected in lieu of interest and PPP loan interest income, the yield on average loans and leases excluding net PPP loans for the three and nine months ended September 30, 2020 was 4.13% and 4.43%, respectively, compared to 5.27% and 5.31% for the three and nine months ended, September 30, 2019, respectively. Similarly, the yield on average interest-earning assets for the three and nine months ended September 30, 2020 measured 3.75% and 4.13%, respectively, compared to 5.16% and 5.31% for the three and nine months ended September 30, 2019, respectively. Excluding fees collected in lieu of interest and PPP loan interest income, the yield on average interest-earning assets excluding net PPP loans for the three and nine months ended September 30, 2020 was 3.89% and 4.13%, respectively, compared to 4.94% and 4.98% for the three and nine months ended September 30, 2019. The decline in yields for the three and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019 was primarily due to the decrease in LIBOR and Prime and related impact on variable-rate loans, in addition to the renewal of fixed-rate loans and reinvestment of security cash flows at historically low interest rates.

The average rate paid on total in-market deposits comprised of all transaction accounts, money market accounts, and non-wholesale deposits for the three and nine months ended September 30, 2020 decreased to 0.27% and 0.49%, respectively, down from 1.47% and 1.50%, for the three and nine months ended September 30, 2019, respectively. The average rate paid on total in-market deposits declined as the Corporation decreased deposit rates in response to the Federal Open Market Committee’s (“FOMC”) decision to decrease the target federal funds rate 200 basis points from September 2019 to September 2020. For the three and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019, the average target federal funds rate decreased 205 basis points and 180 basis points, respectively. Similarly, the average rate paid on total interest-bearing liabilities for the three and nine months ended September 30, 2020 decreased to 0.81% and 1.09%, respectively, compared to 2.21% and 2.17% for the three and nine months ended September 30, 2019, respectively. Total interest-bearing liabilities include interest-bearing deposits, federal funds purchased, FHLB advances, Federal Reserve PPPLF advances, subordinated and junior subordinated notes payable, and other borrowings.

Consistent with the Corporation’s longstanding funding strategy to manage interest rate risk and match fund long-term, fixed-rate loans, wholesale funds are used at various maturity terms to meet the Corporation’s funding needs. Average FHLB advances for the three months ended September 30, 2020 increased $72.9 million to $379.9 million at an average rate paid of 1.43%, compared to $307.1 million at an average rate paid of 2.18% for the three months ended September 30, 2019. Average FHLB advances for the nine months ended September 30, 2020 increased $91.2 million to $371.7 million at an average rate paid of 1.51%, compared to $280.5 million at an average rate paid of 2.20% for the nine months ended September 30, 2019. As of September 30, 2020, the weighted average original maturity of our FHLB term advances was 5.1 years, compared to 5.2 years as of September 30, 2019. Average wholesale deposits, consisting of brokered certificates of deposit and deposits gathered from internet listing services, for the three months ended September 30, 2020 decreased $51.5 million to $160.1 million at an average rate paid of 1.33%, compared to $211.5 million at an average rate paid of 2.36%. Average wholesale deposits for the nine months ended September 30, 2020 decreased $110.4 million to $132.8 million at an

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average rate paid of 2.03%, compared to $243.3 million at an average rate paid of 2.24% for the nine months ended September 30, 2019. As the existing wholesale deposit portfolio matured lower cost FHLB advances were used, when needed, to fund loan growth and manage interest rate risk by match funding long-term fixed-rate loans. As of September 30, 2020, the weighted average original maturity of our wholesale deposits was 4.3 years, compared to 5.5 years as of September 30, 2019.

The average rate paid on total bank funding for the three and nine months ended September 30, 2020 decreased to 0.54% and 0.78%, respectively, compared to 1.69% and 1.71% for the three and nine months ended September 30, 2019. Total bank funding is defined as total deposits plus FHLB advances and Federal Reserve PPPLF advances.

Net interest margin decreased 26 basis points to 3.14% for the three months ended September 30, 2020 compared to 3.40% for the three months ended September 30, 2019. The decrease was primarily due to the decrease in the average yield on loans and leases receivable, partially offset by a decrease in the average rate paid on in-market deposits and wholesale funding and increase in fees collected in lieu of interest. Excluding fees collected in lieu of interest, PPP loan interest income, Federal Reserve interest income, FHLB dividends, and interest expense from Federal Reserve PPPLF advances, net interest margin measured 3.24% for the third quarter of 2020, compared to 3.24% in the third quarter of 2019. Net interest margin decreased 27 basis points to 3.30% for the nine months ended September 30, 2020 compared to 3.57% for the nine months ended September 30, 2019. The decrease was primarily due to the decrease in average yield on loans and leases receivable partially offset by a decrease in the average rate paid on in-market deposits and wholesale funding. Excluding fees collected in lieu of interest, PPP loan interest income, Federal Reserve interest income, FHLB dividends, and interest expense from Federal Reserve PPPLF advances, net interest margin measured 3.29% and 3.30% for the nine months ended September 30, 2020 and September 30, 2019, respectively.

Management believes its success in growing in-market deposits, disciplined loan pricing, and increased production in existing higher-yielding specialty finance lines of business will allow the Corporation to achieve a net interest margin of at least 3.50%, on average, over the long-term. However, the collection of loan fees in lieu of interest is an expected source of volatility to quarterly net interest income and net interest margin, particularly given the nature of the Corporation’s asset-based lending business and the Corporation’s participation in the PPP. Net interest margin may also experience volatility due to events such as the collection of interest on loans previously in non-accrual status or the accumulation of significant short-term deposit inflows.

Provision for Loan and Lease Losses

We determine our provision for loan and lease losses pursuant to our allowance for loan and lease loss methodology, which is based on the magnitude of current and historical net charge-offs recorded throughout the established look-back period, the evaluation of several qualitative factors for each portfolio category, and the amount of specific reserves established for impaired loans that present collateral shortfall positions. Refer to Allowance for Loan and Lease Losses, below, for further information regarding our allowance for loan and lease loss methodology.

Based on management’s current assessment of the increased inherent risk in the loan portfolio, the allowance for loan and lease losses increased $11.3 million, or 57.9%, compared to December 31, 2019. The provision for loan and lease losses totaled $3.8 million and $12.5 million for the three and nine months ended September 30, 2020, respectively, compared to $1.3 million and $613,000 for the three and nine months ended September 30, 2019, respectively. For the nine months ended September 30, 2020, the increase in the allowance for loan and lease losses was in large part due to an increase in specific reserves on impaired loans, in addition to several qualitative factors after careful evaluation by management. Most notably, an increase in specific reserves of $5.5 million was driven by deterioration of two existing legacy SBA impaired relationships and one relationship in the hospitality industry. Additionally, a $4.7 million increase was due to the economic conditions caused by the pandemic, including the increase in the unemployment rate, management’s ongoing review and grading of the loan and lease portfolios, consideration of delinquency experience, and the level of loans and leases subject to more frequent review by management.

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The legacy on-balance sheet SBA portfolio, defined as SBA 7(a) and Express loans originated in 2016 and prior, has been a source of elevated non-performing assets. Additional information on our legacy SBA portfolio is as follows:


	As of
	September 30, 2020		June 30, 2020		September 30, 2019
	(In Thousands)
Performing loans:
Off-balance sheet loans	$	26,017	$	28,843	$	40,288
On-balance sheet loans	15,175		16,554		21,814
Gross loans	41,192		45,397		62,102
Non-performing loans:
Off-balance sheet loans	2,574		1,640		7,287
On-balance sheet loans	9,561		9,725		14,663
Gross loans	12,135		11,365		21,950
Total loans:
Off-balance sheet loans	28,591		30,483		47,575
On-balance sheet loans	24,736		26,279		36,477
Gross loans	$	53,327	$	56,762	$	84,052

The addition of specific reserves on impaired loans represent new specific reserves established when collateral shortfalls or government guaranty deficiencies are present, while conversely the release of specific reserves represent the reduction of previously established reserves that are no longer required. Changes in the allowance for loan and lease losses due to subjective factor changes reflect management’s evaluation of the level of risk within the portfolio based upon several factors for each portfolio segment. Charge-offs in excess of previously established specific reserves require an additional provision for loan and lease losses to maintain the allowance for loan and lease losses at a level deemed appropriate by management. This amount is net of the release of any specific reserve that may have already been provided. Change in the inherent risk of the portfolio is primarily influenced by the overall growth in gross loans and leases and an analysis of loans previously charged off, as well as movement of existing loans and leases in and out of an impaired loan classification where a specific evaluation of a particular credit may be required rather than the application of a general reserve loss rate. Refer to Asset Quality, below, for further information regarding the overall credit quality of our loan and lease portfolio.

Because of the significant uncertainties related to the ultimate duration of the COVID-19 pandemic and its potential effects on clients and prospects, and on the national and local economy as a whole, there can be no assurances as to how the crisis may ultimately affect the Corporation’s loan portfolio.

Comparison of Non-Interest Income for the Three and Nine Months Ended September 30, 2020 and 2019

Non-Interest Income

Non-interest income primarily consists of fees earned for private wealth management services, gains on sale of SBA loans, service charges on deposits, loan fee income, and commercial loan interest rate swap fee income. For the three months ended September 30, 2020 non-interest income increased by $1.6 million, or 27.9%, to $7.4 million from $5.8 million for the same period in 2019. For the nine months ended September 30, 2020 non-interest income increased $3.9 million, or 24.1%, to $20.1 million from $16.2 million for the same period in 2019. Management continues to focus on revenue growth from multiple non-interest income sources in order to maintain a diversified revenue stream through greater contribution from fee-based revenues. Total non-interest income accounted for 28.5% and 27.0% of total revenues for the three and nine months ended September 30, 2020, respectively, compared to 25.7% and 24.0% for the three and nine months ended September 30, 2019, respectively. Management believes the expected gradual expansion of its SBA lending program, fees from commercial loan interest rate swap activity with commercial borrowers, and the geographic expansion of its private wealth management division will allow the Corporation to sustain a strategic target of 25% over the long-term.

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The components of non-interest income were as follows:


	For the Three Months Ended September 30,																		For the Nine Months Ended September 30,
	2020			2019			$ Change		% Change		2020			2019			$ Change		% Change
	(Dollars in Thousands)
Private wealth management service fees	$	2,167		$	2,060		$	107	5.2	%	$	6,402		$	6,125		$	277	4.5	%
Gain on sale of SBA loans	760			454			306		67.4		1,598			993			605		60.9
Service charges on deposits	881			795			86		10.8		2,527			2,314			213		9.2
Loan fees	478			439			39		8.9		1,414			1,316			98		7.4
Increase in cash surrender value of bank-owned life insurance	365			305			60		19.7		1,037			894			143		16.0
Net loss on sale of securities	—			(4)			4		NM		(4)			(5)			1		(20.0)
Commercial loan swap fees	2,446			374			2,072		NM		5,782			1,898			3,884		NM
Other non-interest income	311			1,369			(1,058)		(77.3)		1,385			2,699			(1,314)		(48.7)
Total non-interest income	$	7,408		$	5,792		$	1,616	27.9		$	20,141		$	16,234		$	3,907	24.1
Fee income ratio⁽¹⁾	28.5		%	25.7		%					27.0		%	24.0		%

(1) Fee income ratio is total non-interest income, per the above table, divided by top line revenue (defined as net interest income plus non-interest income).

Private wealth management service fees increased $107,000, or 5.2%, and $277,000, or 4.5% for the three and nine months ended September 30, 2020, respectively, compared to the three and nine months ended September 30, 2019. The increase for the three and nine month comparison periods was mainly driven by an increase in equity market values and growth in assets under management attributable to new client relationships. As of September 30, 2020, trust assets under management and administration totaled $2.018 billion, increasing $125.3 million, or 6.6%, compared to $1.892 billion as of December 31, 2019 and $217.0 million, or 12.1%, compared to $1.801 billion as of September 30, 2019.

Commercial loan interest rate swap fee income was $2.4 million and $5.8 million for the three and nine months ended September 30, 2020, respectively, compared to $374,000 and $1.9 million for the three and nine months ended September 30, 2019, respectively. Interest rate swaps continue to be an attractive product for the Bank’s commercial borrowers, although associated fee income can vary period to period based on client demand and the interest rate environment in any given quarter.

Gains on sale of SBA loans increased $306,000, or 67.4%, and $605,000, or 60.9%, for the three and nine months ended September 30, 2020, respectively, compared to the three and nine months ended September 30, 2019. The Corporation’s pipeline continues to grow period over period and management believes the gain on sale of traditional SBA loans (i.e., SBA loans unrelated to PPP loans) will increase at a measured pace over time. Loans held for sale, consisting entirely of SBA loans closed but not fully funded, increased $12.0 million, or 390.20%, to $15.0 million compared to September 30, 2019.

Other non-interest income for the three and nine months ended September 30, 2020 totaled $311,000 and $1.4 million, respectively, compared to $1.4 million and $2.7 million, respectively, for three and nine months ended September 30, 2019. The decrease for both the three and nine month periods of comparison was primarily due to above average returns from the Corporation’s investments in mezzanine funds and a gain on sale of a state tax credit in the prior year periods. The decrease for the nine months ended was also impacted by gains recognized on end-of-term buyout agreements related to the Company’s equipment finance business line.

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Comparison of Non-Interest Expense for the Three and Nine Months Ended September 30, 2020 and 2019

Non-Interest Expense

The components of non-interest expense were as follows:


	For the Three Months Ended September 30,														For the Nine Months Ended September 30,
	2020		2019		$ Change		% Change		2020		2019		$ Change		% Change
	(Dollars in Thousands)
Compensation	$	11,857	$	10,324	$	1,533	14.8	%	$	33,705	$	30,991	$	2,714	8.8	%
Occupancy	570		580		(10)		(1.7)		1,696		1,730		(34)		(2.0)
Professional fees	943		751		192		25.6		2,621		2,745		(124)		(4.5)
Data processing	679		654		25		3.8		2,066		1,923		143		7.4
Marketing	356		548		(192)		(35.0)		1,169		1,611		(442)		(27.4)
Equipment	310		277		33		11.9		905		938		(33)		(3.5)
Computer software	1,017		859		158		18.4		2,873		2,485		388		15.6
FDIC insurance	312		1		311		NM		760		595		165		27.7
Collateral liquidation costs	45		110		(65)		(59.1)		281		108		173		NM
Net (gain) loss on foreclosed properties	(121)		262		(383)		NM		329		241		88		36.5
Tax credit investment impairment (recovery)	113		(120)		233		NM		2,066		3,982		(1,916)		(48.1)
SBA recourse provision (benefit)	57		(427)		484		NM		53		167		(114)		(68.3)
Loss on early extinguishment of debt	—		—		—		NM		744		—		744		NM
Other non-interest expense	620		897		(277)		(30.9)		1,977		2,406		(429)		(17.8)
Total non-interest expense	$	16,758	$	14,716	$	2,042	13.9		$	51,245	$	49,922	$	1,323	2.7
Total operating expense⁽¹⁾	$	16,700	$	14,990	$	1,710	11.4		$	48,026	$	45,499	$	2,527	5.6

Full-time equivalent employees	300		281						300		281

(1)Total operating expense represents total non-interest expense, adjusted to exclude the impact of discrete items as previously defined in the non-GAAP efficiency ratio calculation, above.

Non-interest expense for the three months ended September 30, 2020 increased by $2.0 million, or 13.9%, to $16.8 million compared to $14.7 million for the same period in 2019. Non-interest expense for the nine months ended September 30, 2020 increased by $1.3 million, or 2.7%, to $51.2 million compared to $49.9 million for the same period in 2019. Operating expense, which excludes certain one-time and discrete items as defined in the Efficiency Ratio table above, increased $1.7 million, or 11.4%, to $16.7 million for the three months ended September 30, 2020 compared to $15.0 million for the same period in 2019. Operating expense increased $2.5 million, or 5.6%, to $48.0 million compared to $45.5 million for the same period in 2019. The increase in operating expense for the three month period was primarily due to an increase in compensation, professional fees, computer software, and FDIC insurance, partially offset by a decrease in marketing. The increase in operating expense for the nine month period was primarily due to an increase in compensation and computer software expense, partially offset by a decrease in general business-related expenses due to the Corporation’s adherence to COVID-19 restrictions.

Compensation expense for the three months ended September 30, 2020 was $11.9 million, an increase of $1.5 million, or 14.8%, compared to the three months ended September 30, 2019. Compensation expense for the nine months ended September 30, 2020 was $33.7 million, an increase of $2.7 million, or 8.8%, compared to the nine months ended September 30, 2019. The increase in compensation expense in both periods of comparison reflects an increase in employees and annual merit increases. Average full-time equivalent employees were 295 for the quarter ended September 30, 2020 compared to 274 for the quarter ended September 30, 2019.

Professional fee expense for the three months ended September 30, 2020 increased by $192,000, or 25.6%, to $943,000 compared to $751,000 for the same period in 2019. Professional fee expense for the nine months ended September 30, 2020 decreased by $124,000, or 4.5%, to $2.6 million compared to $2.7 million for the same period in 2019. The

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increase in the three months ended was mainly due to additional consulting expense related to annual loan review which had previously been sourced in-house and reported as compensation expense. The decrease for the nine months ended September 30, 2020 was primarily driven by a reduced need to utilize external recruitment services.

Computer software expense increased $158,000 to $1.0 million for the three months September 30, 2020 compared to $859,000 for the three months ended September 30, 2019, and increased $388,000 to $2.9 million for the nine months ended September 30, 2020 compared to $2.5 million for the nine months ended September 30, 2019. The increase in computer software expense in both periods of comparison is mainly due to investments made in our small ticket vendor finance and floorplan financing lines of business.

FDIC insurance expense for the three months ended September 30, 2020 was $312,000, an increase of $311,000 compared to the three months ended September 30, 2019. FDIC insurance expense for the nine months ended September 30, 2020 was $760,000, an increase of $165,000, compared to the nine months ended September 30, 2019. FDIC insurance expense for the three and nine months ended September 30, 2019 benefited from an assessment credit because as the Deposit Insurance Fund Ratio reached 1.40%, as of June 30, 2019 which exceeded the required minimum ratio of 1.35%, the FDIC was required to distribute assessment credits to small banks for their portion of their assessments that contributed to the growth in the reserve ratio. The Corporation received a credit of $315,000 in the third quarter of 2019.

Marketing expense for the three months ended September 30, 2020 decreased by $192,000, or 35.0%, to $356,000 compared to $548,000 in the same period in 2019. Marketing expense for the nine months ended September 30, 2020 decreased by $442,000 to $1.2 million compared to $1.6 million for the same period in 2019. During 2020, the Corporation’s adherence to COVID-19 restrictions resulted in a reduction in marketing expenses, such as meals and entertainment, and advertisement expense.

No historic tax credits or related impairment were recognized for the three months ended September 30, 2020 and September 30, 2019. Tax credit investment impairment expense was $2.1 million for the nine months ended September 30, 2020, compared to $4.0 million for the nine months ended September 30, 2019. During the second quarter of 2020, the Corporation recognized a total of $1.7 million in expense due to the impairment of in-market federal historic tax credit investments, which corresponded with the recognition of $2.5 million in tax credits during the quarter. During the nine months ended September 30, 2019, the Corporation recognized $3.9 million in expense due to the impairment of in-market federal historic tax credit investments, which corresponded with the recognition of $5.3 million in tax credits. Management intends to continue actively pursuing in-market tax credit opportunities throughout 2020 and beyond.

SBA recourse provision was $57,000 and $53,000 for the three and nine months ended September 30, 2020, respectively, compared to recourse benefit of $427,000 for the three months ended September 30, 2019 and a recourse provision of $167,000 for the nine months ended September 30, 2019. Changes to SBA recourse reserves may be a source of non-interest expense volatility in future quarters, though the magnitude of this volatility should diminish over time as the outstanding balance of sold legacy SBA loans continues to decline. The total recourse reserve balance was $1.1 million, or 1.4% of total sold SBA loans outstanding, at September 30, 2020, compared to $1.3 million, or 1.8%, at December 31, 2019, and $1.6 million, or 2.2%, at September 30, 2019.

Income Taxes

Income tax expense totaled $73,000 for the nine months ended September 30, 2020 compared to an income tax benefit of $475,000 for the nine months ended September 30, 2019. The income tax expense for the nine months ended September 30, 2020 reflects a benefit from the recognition of $2.5 million in tax credits which correspond with the $1.7 million impairment of relationship-based historic tax credit investments during the same period. The income tax benefit for the nine months ended September 30, 2019 primarily reflects the recognition of $5.3 million in federal historic tax credits, which correspond with the $3.9 million impairment of relationship-based historic tax credit investments during the same period. The effective tax rate for the nine months ended September 30, 2020, excluding the discrete items, was 19.33%.

Generally, the provision for income taxes is determined by applying an estimated annual effective income tax rate to income before taxes and adjusting for discrete items. The rate is based on the most recent annualized forecast of pre-tax income, book versus tax differences and tax credits, if any. If we conclude that a reliable estimated annual effective tax rate cannot be determined, the actual effective tax rate for the year-to-date period may be used. We re-evaluate the income tax rates each quarter. Therefore, the current projected effective tax rate for the entire year may change.

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Financial Condition

General

Total assets increased by $505.1 million, or 24.1%, to $2.602 billion as of September 30, 2020 compared to $2.097 billion at December 31, 2019. The increase in total assets was primarily driven by PPP loan growth and commercial real estate (“CRE”) loan growth, partially offset by a decrease in short-term investments.

Short-Term Investments

Short-term investments decreased by $27.5 million, or 53.9%, to $23.5 million at September 30, 2020 from $51.0 million at December 31, 2019. Our short-term investments primarily consist of interest-bearing deposits held at the FRB and commercial paper. We value the safety and soundness provided by the FRB and therefore incorporate short-term investments in our on-balance sheet liquidity program. As of September 30, 2020, we did not hold any commercial paper and as of December 31, 2019, our total investment in commercial paper was $5.9 million. Due to current economic conditions, we decided to temporarily exit this short-term investment. We approach our decisions to purchase commercial paper with similar rigor and underwriting standards as applied to our loan and lease portfolio. The original maturities of the commercial paper are usually 60 days or less often provide an attractive yield in comparison to other short-term alternatives. In general, the level of our short-term investments will be influenced by the timing of deposit gathering, scheduled maturities of wholesale deposits, funding of loan and lease growth when opportunities are presented, and the level of our securities portfolio. Please refer to the section titled Liquidity and Capital Resources for further discussion.

Securities

Total securities, including available-for-sale and held-to-maturity, increased by $2.3 million, or 1.1%, to $208.2 million at September 30, 2020 compared to $205.8 million at December 31, 2019. During the nine months ended September 30, 2020, due to declining interest rates, we recognized unrealized gains of $3.9 million before income taxes through other comprehensive income, compared to gains of $3.3 million for the same period in 2019. As of September 30, 2020 and December 31, 2019, our overall securities portfolio, including available-for-sale securities and held-to-maturity securities, had an estimated weighted-average expected maturity of 3.8 years and 4.4 years, respectively. Generally, our investment philosophy remains as stated in our most recent Annual Report on Form 10-K.

We use a third-party pricing service as our primary source of market prices for our securities portfolio. On a quarterly basis, we validate the reasonableness of prices received from this source through independent verification, data integrity validation primarily through comparison of current price to an expectation-based analysis of movement in prices based upon the changes in the related yield curves, and other market factors. No securities within our portfolio were deemed to be other-than-temporarily impaired as of September 30, 2020.

Loans and Leases Receivable

Loans and leases receivable, net of allowance for loan and lease losses, increased by $444.4 million to $2.139 billion at September 30, 2020 from $1.695 billion at December 31, 2019 which was driven by the aforementioned PPP loan and CRE loan growth, partially offset by a reduction in commercial and industrial (“C&I”) loans. Loans and leases receivable, net of allowance for loan and lease losses and excluding net PPP loans, increased by $118.9 million, or 7.0%, to $1.814 billion at September 30, 2020 from December 31, 2019.

Total CRE increased $172.4 million to $1.327 billion, up from $1.154 billion at December 31, 2019. Multifamily, commercial real estate non-owner occupied, and construction loans were the largest contributors to CRE loan growth as of September 30, 2020, increasing $70.3 million, $49.1 million, and $33.7 million, respectively, from December 31, 2019. Importantly, management has elevated its underwriting standards during the pandemic to ensure business owners and guarantors have robust liquidity, operating performance, and collateral positions. Despite these higher standards, the Corporation has been able to grow loans and deepen banking relationships.

C&I loans increased $286.9 million to $790.3 million from $503.4 million at December 31, 2019. Excluding net PPP loans, C&I loans decreased $38.5 million to $464.9 million from $503.4 million at December 31, 2019 primarily due to a $31.2 million decrease in asset-based loans and $4.0 million decrease in accounts receivable financing. Specialty finance products have historically experienced counter cyclical growth, growing during times of economic stress and uncertainty. As such, management expects asset-based loans and accounts receivable financing volume to increase during the remainder of 2020 and throughout 2021.

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There continues to be a concentration in CRE loans which represented 71.6% and 67.3% of our total loans, excluding net PPP loans, as of September 30, 2020 and December 31, 2019, respectively. As of September 30, 2020, 18.1% of the CRE loans were owner-occupied CRE, compared to 19.6% as of December 31, 2019. We consider owner-occupied CRE more characteristic of the Corporation’s C&I portfolio as, in general, the client’s primary source of repayment is the cash flow from the operating entity occupying the commercial real estate property. Management believes our ongoing investment in C&I loan production will allow C&I loan growth to keep pace with CRE growth over the long-term, ultimately stabilizing the concentration in CRE loans.

As mentioned above, excluding net PPP loans, our C&I portfolio decreased $38.5 million, or 7.7%, to $464.9 million at September 30, 2020 from $503.4 million at December 31, 2019. Line of credit usage was $217.6 million as of September 30, 2020, down from $282.9 million at December 31, 2019, as line of credit usage significantly declined due to PPP loan proceeds. We will continue to actively pursue C&I loans across the Corporation as this segment of our loan and lease portfolio provides an attractive yield commensurate with an appropriate level of credit risk and creates opportunities for in-market deposit, treasury management, and private wealth management relationships which generate additional fee revenue.

While we continue to experience significant competition from banks operating in our primary geographic areas, we remain committed to our underwriting standards and will not deviate from those standards for the sole purpose of growing our loan and lease portfolio. We continue to believe our new loan and lease activity to be adequate to replace normal amortization, allowing us to continue growing in future quarters, although this will temporarily be more challenging due to the current economic conditions. The types of loans and leases we originate and the various risks associated with these originations remain consistent with information previously outlined in our most recent Annual Report on Form 10-K.

Non-accrual loans increased $15.4 million, or 74.9%, to $36.1 million at September 30, 2020, compared to $20.6 million at December 31, 2019. The increase in non-accrual loans was principally due to the impairment of three previously identified relationships in the hospitality, wholesale food distributor, and commercial industries during the nine months ended September 30, 2020 with balances outstanding of $5.8 million, $4.3 million, and $5.0 million, respectively. In addition, an impaired legacy SBA loan of $3.6 million was repurchased. The Corporation’s non-accrual loans as a percentage of total gross loans and leases measured 1.66% and 1.20% at September 30, 2020 and December 31, 2019, respectively. Non-accrual loans as a percentage of total gross loans and leases, excluding net PPP loans, was 1.95% at September 30, 2020. Please refer to the sections titled COVID-19 Update and Asset Quality for additional information on credit quality.

Deposits

As of September 30, 2020, deposits increased by $291.0 million, or 19.0%, to $1.821 billion from $1.530 billion at December 31, 2019 primarily due to a $369.5 million increase in transaction accounts, partially offset by a $37.5 million decrease in money market accounts.

Transaction account balances increased primarily due to the influx of PPP loan proceeds. Management attributes the transition from money market accounts to reciprocal transaction accounts with full FDIC insurance to our clients’ preferences for safety and soundness amid the economic uncertainty created by the COVID-19 pandemic. Period-end deposit balances associated with in-market relationships will fluctuate based upon maturity of time deposits, client demands for the use of their cash, and our ability to maintain existing and new client relationships.

Our strategic efforts remain focused on adding in-market deposit relationships. We measure the success of in-market deposit gathering efforts based on the number and average balances of our deposit accounts as compared to ending balances due to the volatility of some of our larger relationships. The Bank’s average in-market deposits, consisting of all transaction accounts, money market accounts, and certificates of deposit, were approximately $1.528 billion for the nine months ended September 30, 2020, compared to $1.271 billion for the year ended December 31, 2019.

FHLB Advances and Other Borrowings

As of September 30, 2020, FHLB advances and other borrowings increased by $164.1 million, or 51.4%, to $483.5 million from $319.4 million at December 31, 2019. While total wholesale funding as a percentage of total bank funding has decreased meaningfully overall due to significant in-market deposit growth, we continue to replace the majority of our maturing brokered certificates of deposit with FHLB advances at lower rates, as needed, to match-fund fixed rate loans and mitigate interest rate risk. Total bank funding is defined as total deposits plus FHLB advances, Federal Reserve Discount Window advances, and Federal Reserve PPPLF advances.

The Corporation incurred a $744,000 loss, recognized through non-interest expense, on the early extinguishment of $59.5 million in FHLB term advances late in the second quarter of 2020, as the Corporation lowered wholesale funding costs

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and improved the Corporation’s funding position. Management believes this strategy will help stabilize net interest margin with the expectation of a low interest rate environment for an extended period of time.

During the second quarter of 2020, management tested the availability of the Federal Reserve PPPLF due to the uncertainty of when PPP loans would be required to close and fund. As of September 30, 2020, the Corporation had one $29.6 million PPPLF advance outstanding.

Consistent with our funding philosophy to manage interest rate risk, we will use the most efficient and cost effective source of wholesale funds. We will utilize FHLB advances to the extent we maintain an adequate level of excess borrowing capacity for liquidity and contingency funding purposes and pricing remains favorable in comparison to the wholesale deposit alternative. We will use FHLB advances and/or brokered certificates of deposit in specific maturity periods needed, typically three to five years, to match-fund fixed rate loans and effectively mitigate the interest rate risk measured through our asset/liability management process and to support asset growth initiatives while taking into consideration our operating goals and desired level of usage of wholesale funds. Please refer to the section titled Liquidity and Capital Resources, below, for further information regarding our use and monitoring of wholesale funds.

Asset Quality

Impaired Assets

Total impaired assets consisted of the following at September 30, 2020 and December 31, 2019, respectively:


	September 30, 2020			December 31, 2019
	(Dollars in Thousands)
Non-accrual loans and leases
Commercial real estate:
Commercial real estate - owner occupied	$	7,941		$	4,032
Commercial real estate - non-owner occupied	5,813			—
Land development	890			1,526
Construction	—			—
Multi-family	—			—
1-4 family	333			333
Total non-accrual commercial real estate	14,977			5,891
Commercial and industrial	20,693			14,575
Direct financing leases, net	351			—
Consumer and other:
Home equity and second mortgages	—			—
Other	29			147
Total non-accrual consumer and other loans	29			147
Total non-accrual loans and leases	36,050			20,613
Foreclosed properties, net	613			2,919
Total non-performing assets	36,663			23,532
Performing troubled debt restructurings	47			140
Total impaired assets	$	36,710		$	23,672

Total non-accrual loans and leases to gross loans and leases	1.66		%	1.20		%
Total non-performing assets to gross loans and leases plus foreclosed properties, net	1.68			1.37
Total non-performing assets to total assets	1.41			1.12
Allowance for loan and lease losses to gross loans and leases	1.41			1.14
Allowance for loan and lease losses to non-accrual loans and leases	85.48			94.70

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Net PPP loans outstanding as of September 30, 2020, were $325.5 million. There were no PPP loans outstanding as of December 31, 2019. The following asset quality ratios exclude net PPP loans as they are fully guaranteed by the SBA:


	September 30, 2020		December 31, 2019
Total non-accrual loans and leases to gross loans and leases	1.95	%	1.20	%
Total non-performing assets to gross loans and leases plus foreclosed properties, net	1.98		1.37
Total non-performing assets to total assets	1.61		1.12
Allowance for loan and lease losses to gross loans and leases	1.67		1.14

As of September 30, 2020 and December 31, 2019, $15.4 million and $15.6 million of non-accrual loans and leases were considered troubled debt restructurings, respectively. This increase is the result of ongoing workout efforts on previously identified impaired loans and does not include any new troubled debt restructurings related to the COVID-19 pandemic.

We use a wide variety of available metrics to assess the overall asset quality of the portfolio and no one metric is used independently to make a final conclusion as to the asset quality of the portfolio. Non-performing assets increased $13.1 million, or 55.8%, to $36.7 million at September 30, 2020 from $23.5 million at December 31, 2019. The increase in non-accrual loans was principally due to the impairment of three previously identified relationships in the hospitality, wholesale food distributor, and commercial industries during the nine months ended September 30, 2020 with balances outstanding of $5.8 million, $4.3 million, and $5.0 million, respectively. In addition, an impaired legacy SBA loan of $3.6 million was repurchased.

We also monitor early stage delinquencies to assist in the identification of potential future problems. As of September 30, 2020, 99.90% of the loan and lease portfolio, excluding non-accrual loans and leases, was in a current payment status, compared to 99.76% at December 31, 2019. We also monitor asset quality through our established credit quality indicator categories. As we continue to actively monitor the credit quality of our loan and lease portfolios, we may identify additional loans and leases for which the borrowers or lessees are having difficulties making the required principal and interest payments based upon factors including, but not limited to, the inability to sell the underlying collateral, inadequate cash flow from the operations of the underlying businesses, liquidation events, or bankruptcy filings. We work proactively with our impaired loan borrowers to find solutions to difficult situations that are in the best interests of the Bank.

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The following represents additional information regarding our impaired loans and leases:


	As of and for the Nine Months Ended September 30,						As of and for the Year Ended December 31,
	2020		2019		2019
	(In Thousands)
Impaired loans and leases with no impairment reserves required	$	15,557	$	9,320	$	7,312
Impaired loans and leases with impairment reserves required	20,540		13,615		13,441
Total impaired loans and leases	36,097		22,935		20,753
Less: Impairment reserve (included in allowance for loan and lease losses)	8,898		4,319		3,365
Net impaired loans and leases	$	27,199	$	18,616	$	17,388
Average impaired loans and leases	$	24,899	$	24,835	$	24,090
Foregone interest income attributable to impaired loans and leases	$	2,049	$	2,113	$	2,693
Less: Interest income recognized on impaired loans and leases	467		783		793
Net foregone interest income on impaired loans and leases	$	1,582	$	1,330	$	1,900

Non-performing assets also include foreclosed properties. A summary of foreclosed properties activity is as follows:


	As of and for the Nine Months Ended September 30,						As of and for the Year Ended December 31,
	2020		2019		2019
	(In Thousands)
Balance at the beginning of the period	$	2,919	$	2,547	$	2,547
Transfer of loans and leases to foreclosed properties	80		596		596


Proceeds from sale of foreclosed properties	(2,057)		—		—
Net loss on sale of foreclosed properties	34		—		—
Impairment adjustments	(363)		(241)		(224)
Balance at the end of the period	$	613	$	2,902	$	2,919

Allowance for Loan and Lease Losses

The allowance for loan and lease losses increased $11.3 million, or 57.9%, from $19.5 million as of December 31, 2019 to $30.8 million as of September 30, 2020. The allowance for loan and lease losses as a percentage of gross loans and leases also increased from 1.14% as of December 31, 2019 to 1.41% as of September 30, 2020. The allowance for loan and lease losses as a percentage of gross loans and leases, excluding net PPP loans, was 1.67% as of September 30, 2020. The increase in allowance for loan and lease losses as a percent of gross loans and leases was principally driven by COVID-19 and the economic impact it could have on the Corporation’s loan portfolio. For the nine months ended September 30, 2020, the increase in the allowance for loan and lease losses was in large part due to an increase in several qualitative factors after careful evaluation by management. Most notably, a $4.7 million increase was due to the economic conditions caused by the pandemic, including the increase in the unemployment rate, management’s ongoing review and grading of the loan and lease portfolios, consideration of delinquency experience, and the level of loans and leases subject to more frequent review by management. Additionally, an increase in specific reserves of $5.5 million was driven by deterioration of two existing legacy SBA impaired relationships and one relationship in the hospitality industry.

There have been no substantive changes to our methodology for estimating the appropriate level of allowance for loan and lease loss reserves from what was previously outlined in our most recent Annual Report on Form 10-K. Please refer to the section titled COVID-19 Update for additional information.

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During the nine months ended September 30, 2020, we recorded net charge-offs on impaired loans and leases of $1.2 million, comprised of $1.5 million of charge-offs and $264,000 of recoveries. During the nine months ended September 30, 2019, we recorded net charge-offs on impaired loans and leases of approximately $868,000, comprised of $1.2 million of charge-offs and $294,000 of recoveries. We will continue to experience some level of periodic charge-offs in the future as exit strategies are considered and executed, in particular as it relates to our commercial clients impacted by the COVID-19 pandemic. Loans and leases with previously established specific reserves may ultimately result in a charge-off under a variety of scenarios.

Based upon the application of our methodology for estimating the appropriate level of allowance for loan and lease loss reserves, which includes actively monitoring the asset quality and inherent risks within the loan and lease portfolio, management concluded that an allowance for loan and lease losses of $30.8 million, or 1.67% of total loans and leases excluding net PPP loans, was appropriate as of September 30, 2020. Given ongoing complexities with current workout situations, including those related to the COVID-19 pandemic, further charge-offs and increased provisions for loan and lease losses may be recorded if additional facts and circumstances lead us to a different conclusion.

As of September 30, 2020 and December 31, 2019, our allowance for loan and lease losses to total non-accrual loans and leases was 85.48% and 94.70%, respectively. Impaired loans and leases exhibit weaknesses that inhibit repayment in compliance with the original terms of the note or lease. However, the measurement of impairment on loans and leases may not always result in a specific reserve included in the allowance for loan and lease losses. As part of the underwriting process, as well as our ongoing monitoring efforts, we try to ensure that we have sufficient collateral to protect our interest in the related loan or lease. As a result of this practice, a significant portion of our outstanding balance of non-performing loans or leases either does not require additional specific reserves or requires only a minimal amount of required specific reserve, as we believe the loans and leases are adequately collateralized as of the measurement period. In addition, management is proactive in recording charge-offs to bring loans to their net realizable value in situations where it is determined with certainty that we will not recover the entire amount of our principal. This practice may lead to a lower allowance for loan and lease losses to non-accrual loans and leases ratio as compared to our peers or industry expectations. As asset quality strengthens, our allowance for loan and lease losses is measured more through general characteristics, including historical loss experience, of our portfolio rather than through specific identification and we would therefore expect this ratio to rise. Conversely, if we identify further impaired loans or leases, this ratio could fall if the impaired loans are adequately collateralized and therefore require no specific or general reserve. Given our business practices and evaluation of our existing loan and lease portfolio, we believe this coverage ratio is appropriate for the probable losses inherent in our loan and lease portfolio as of September 30, 2020.

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A summary of the activity in the allowance for loan and lease losses follows:


	As of and for the Three Months Ended September 30,									As of and for the Nine Months Ended September 30,
	2020			2019			2020			2019
	(Dollars in Thousands)
Allowance at beginning of period	$	27,464		$	19,819		$	19,520		$	20,425
Charge-offs:
Commercial real estate:
Commercial real estate — owner occupied	—			—			(27)			—
Commercial real estate — non-owner occupied	—			—			—			—
Construction and land development	—			—			—			—
Multi-family	—			—			—			—
1-4 family	—			—			—			—
Commercial and industrial	(505)			(1,097)			(1,358)			(1,158)
Direct financing leases	—			—			(56)			—
Consumer and other:
Home equity and second mortgages	—			(2)			—			(2)
Other	—			—			(13)			(2)
Total charge-offs	(505)			(1,099)			(1,454)			(1,162)
Recoveries:
Commercial real estate:
Commercial real estate — owner occupied	—			—			1			1
Commercial real estate — non-owner occupied	—			1			2			73
Construction and land development	—			—			—			—
Multi-family	—			—			—			—
1-4 family	—			—			—			—
Commercial and industrial	21			99			259			191
Direct financing leases	—			—			—			—
Consumer and other:
Home equity and second mortgages	—			—			—			26
Other	2			1			2			3
Total recoveries	23			101			264			294
Net (charge-offs) recoveries	(482)			(998)			(1,190)			(868)
Provision for loan and lease losses	3,835			1,349			12,487			613
Allowance at end of period	$	30,817		$	20,170		$	30,817		$	20,170
Annualized net charge-offs (recoveries) as a percent of average gross loans and leases	0.09		%	0.23		%	0.08		%	0.07		%
Annualized net charge-offs (recoveries) as a percent of average gross loans and leases, excluding average net PPP loans	0.11		%	0.23		%	0.09		%	0.07		%

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Liquidity and Capital Resources

The Corporation expects to meet its liquidity needs through existing cash on hand, established cash flow sources, its third party senior line of credit, and dividends received from the Bank. While the Bank is subject to certain generally applicable regulatory limitations regarding its ability to pay dividends to the Corporation, we do not believe that the Corporation will be adversely affected by these dividend limitations. The Corporation’s principal liquidity requirements at September 30, 2020 were the interest payments due on subordinated and junior subordinated notes. On October 23, 2020, the Bank’s Board of Directors declared a dividend in the aggregate amount of $1.5 million bringing year-to-date dividend declarations to $12.0 million. The capital ratios of the Corporation and its subsidiary continue to meet all applicable regulatory capital adequacy requirements. The Corporation’s and the Bank’s respective Boards of Directors and management teams adhere to the appropriate regulatory guidelines on decisions which affect their capital positions, including but not limited to, decisions relating to the payment of dividends and increasing indebtedness.

The Bank maintains liquidity by obtaining funds from several sources. The Bank’s primary source of funds are principal and interest payments on loans receivable and mortgage-related securities, deposits, and other borrowings, such as federal funds, FHLB advances, Federal Reserve Discount Window advances, and Federal Reserve PPPLF advances. The scheduled payments of loans and mortgage-related securities are generally a predictable source of funds. Deposit flows and loan prepayments, however, are greatly influenced by general interest rates, economic conditions, and competition. Please refer to the section titled COVID-19 Update for additional information on the Bank’s primary and secondary sources of available liquidity the during the COVID-19 pandemic.

On-balance sheet liquidity is a critical element to maintaining adequate liquidity to meet our cash and collateral obligations. We define our on-balance sheet liquidity as the total of our short-term investments, our unencumbered securities available-for-sale, and our unencumbered pledged loans. As of September 30, 2020 and December 31, 2019, our immediate on-balance sheet liquidity was $556.1 million and $438.2 million, respectively. At September 30, 2020 and December 31, 2019, the Bank had $22.8 million and $44.4 million on deposit with the FRB recorded in short-term investments, respectively. Any excess funds not used for loan funding or satisfying other cash obligations were maintained as part of our on-balance sheet liquidity in our interest-bearing accounts with the FRB, as we value the safety and soundness provided by the FRB. We plan to utilize excess liquidity to fund loan and lease portfolio growth, pay down maturing debt, allow run off of maturing wholesale certificates of deposit, or invest in securities to maintain adequate liquidity at an improved margin.

We had $613.2 million of outstanding wholesale funds at September 30, 2020, compared to $446.5 million of wholesale funds as of December 31, 2019, which represented 26.9% and 24.5%, respectively, of ending balance total bank funding. Wholesale funds include FHLB advances, Federal Reserve PPPLF advances, brokered certificates of deposit, and deposits gathered from internet listing services. Total bank funding is defined as total deposits plus FHLB advances and Federal Reserve PPPLF advances. We are committed to raising in-market deposits while utilizing wholesale funds to mitigate interest rate risk. Wholesale funds continue to be an efficient and cost effective source of funding for the Bank and allows it to gather funds across a larger geographic base at price levels and maturities that are more attractive than local time deposits when required to raise a similar level of in-market deposits within a short time period. Access to such deposits and borrowings allows us the flexibility to refrain from pursuing single service deposit relationships in markets that have experienced unfavorable pricing levels. In addition, the administrative costs associated with wholesale funds are considerably lower than those that would be incurred to administer a similar level of local deposits with a similar maturity structure. During the time frames necessary to accumulate wholesale funds in an orderly manner, we will use short-term FHLB advances to meet our temporary funding needs. The short-term FHLB advances will typically have terms of one week to one month to cover the overall expected funding demands.

Period-end in-market deposits increased $288.3 million to $1.667 billion at September 30, 2020 from $1.379 billion at December 31, 2019 as in-market deposit balances increased due to PPP loan proceeds. Our in-market relationships remain stable; however, deposit balances associated with those relationships will fluctuate. We expect to establish new client relationships and continue marketing efforts aimed at increasing the balances in existing clients’ deposit accounts. Nonetheless, we will continue to use wholesale funds in specific maturity periods, typically three to five years, needed to effectively mitigate the interest rate risk measured through our asset/liability management process or in shorter time periods if in-market deposit balances decline. In order to provide for ongoing liquidity and funding, all of our wholesale funds are certificates of deposit which do not allow for withdrawal at the option of the depositor before the stated maturity (with the exception of deposits accumulated through the internet listing service which have the same early withdrawal privileges and fees as do our other in-market deposits) and FHLB advances with contractual maturity terms and no call provisions. The Bank limits the percentage of wholesale funds to total bank funds in accordance with liquidity policies approved by its Board. The Bank was in compliance with its policy limits as of September 30, 2020 and December 31, 2019.

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The Bank was able to access the wholesale funding market as needed at rates and terms comparable to market standards during the nine month period ended September 30, 2020. In the event that there is a disruption in the availability of wholesale funds at maturity, the Bank has managed the maturity structure, in compliance with our approved liquidity policy, so at least one year of maturities could be funded through on-balance sheet liquidity. These potential funding sources include deposits maintained at the FRB or Federal Reserve Discount Window utilizing currently unencumbered securities and acceptable loans as collateral. As of September 30, 2020, the available liquidity was in excess of the stated policy minimum. We believe the Bank will also have access to the unused federal funds lines, cash flows from borrower repayments, and cash flows from security maturities. The Bank also has the ability to raise local market deposits by offering attractive rates to generate the level required to fulfill its liquidity needs.

The Bank is required by federal regulation to maintain sufficient liquidity to ensure safe and sound operations. We believe that the Bank has sufficient liquidity to match the balance of net withdrawable deposits and short-term borrowings in light of present economic conditions and deposit flows.

During the nine months ended September 30, 2020, operating activities resulted in a net cash inflow of $5.4 million, which included net income and provision for loan and lease losses of $10.9 million and $12.5 million, respectively, partially offset by a net increase in loans originated for sale. Net cash used in investing activities for the nine months ended September 30, 2020 was approximately $470.1 million which consisted of cash outflows to fund net loan growth and the purchase of $8.0 million in additional bank-owned life insurance and $13.4 million of FHLB stock, partially offset by a net reduction in securities. Net cash provided by financing activities resulted in a net cash inflow of $449.3 million for the nine months ended September 30, 2020 primarily due to a net increase in FHLB advances, an increase in Federal Reserve PPPLF advances, and a net increase in deposits. Please refer to the Consolidated Statements of Cash Flows included in PART I., Item 1 for further details regarding significant sources of cash flow for the Corporation.

Contractual Obligations and Off-Balance Sheet Arrangements

As of September 30, 2020, there were no material changes to our contractual obligations and off-balance sheet arrangements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019. We continue to believe that we have adequate capital and liquidity available from various sources to fund projected contractual obligations and commitments.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Corporation’s management, with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, has evaluated the Corporation’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer have concluded that the Corporation’s disclosure controls and procedures were effective as of September 30, 2020.

Changes in Internal Control over Financial Reporting

There was no change in the Corporation’s internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the quarter ended September 30, 2020 that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II. Other Information

Item 1. Legal Proceedings

From time to time, the Corporation and its subsidiaries are engaged in legal proceedings in the ordinary course of their respective businesses. Management believes that any liability arising from any such proceedings currently existing or threatened will not have a material adverse effect on the Corporation’s financial position, results of operations, or cash flows.

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Item 1A. Risk Factors

There were no material changes to the risk factors previously disclosed in Item 1A. to Part I of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019, as supplemented by Item IA. of Part II of the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

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

(a)None.

(b)Not applicable.

(c)None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits


31.1						Certification of the Chief Executive Officer

31.2						Certification of the Chief Financial Officer

32						Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101						The following financial information from First Business Financial Services, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019, (ii) Consolidated Statements of Income for the three and nine months ended September 30, 2020 and 2019, (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2020 and 2019, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2020 and 2019, (v) Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2020 and 2019, and (vi) the Notes to Unaudited Consolidated Financial Statements

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.


			FIRST BUSINESS FINANCIAL SERVICES, INC.
October 23, 2020			/s/ Corey A. Chambas
			Corey A. Chambas
			Chief Executive Officer

October 23, 2020			/s/ Edward G. Sloane, Jr.
			Edward G. Sloane, Jr.
			Chief Financial Officer
			(principal financial officer)