sasr-20210630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended June 30, 2021

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

For the transition period from to ____________

Commission File Number: 0-19065

SANDY SPRING BANCORP, INC.

(Exact name of registrant as specified in its charter)


Maryland						52-1532952
(State of incorporation)						(I.R.S. Employer Identification Number)


17801 Georgia Avenue, Olney, Maryland						20832
(Address of principal executive office)						(Zip Code)

301-774-6400

(Registrant’s telephone number, including area code)

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.00 per share

SASR

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 filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

Large accelerated filer ☒ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ☐ Emerging growth company ☐

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

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

Yes ☐ No ☒

The number of outstanding shares of common stock outstanding as of August 4, 2021

Common stock, $1.00 par value – 47,227,252 shares

SANDY SPRING BANCORP, INC.

TABLE OF CONTENTS


			Page
PART I - FINANCIAL INFORMATION

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Statements of Condition - Unaudited as of June 3 0 , 2021 and December 31, 2020			3

Condensed Consolidated Statements of Income - Unaudited for the Three and Six Months Ended June 3 0 , 2021 and 2020			4

Condensed Consolidated Statements of Comprehensive Income – Unaudited for the Three and Six Months Ended June 3 0 , 2021 and 2020			5

Condensed Consolidated Statements of Changes in Stockholders’ Equity – Unaudited for the Three and Six Months an Ended June 30 , 2021 and 2020			6

Condensed Consolidated Statements of Cash Flows – Unaudited for the Six Months Ended June 30 , 2021 and 2020			8

Notes to the Condensed Consolidated Financial Statements			9

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			39

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			72

Item 4. CONTROLS AND PROCEDURES			72

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS			73

Item 1A. RISK FACTORS			73

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			73

Item 3. DEFAULTS UPON SENIOR SECURITIES			73

Item 4. MINE SAFETY DISCLOSURES			73

Item 5. OTHER INFORMATION			73

Item 6. EXHIBITS			73

SIGNATURES			74

Part I

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SANDY SPRING BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CONDITION – UNAUDITED


	June 30,		December 31,
(Dollars in thousands)	2021		2020
Assets:
Cash and due from banks	$	109,147	$	93,651
Federal funds sold	358		291
Interest-bearing deposits with banks	520,989		203,061
Cash and cash equivalents	630,494		297,003
Residential mortgage loans held for sale (at fair value)	71,082		78,294
Investments available-for-sale (at fair value)	1,441,026		1,348,021
Equity securities	41,097		65,760
Total loans	10,092,515		10,400,509
Less: allowance for credit losses	(123,961)		(165,367)
Net loans	9,968,554		10,235,142
Premises and equipment, net	55,592		57,720
Other real estate owned	1,234		1,455
Accrued interest receivable	40,630		46,431
Goodwill	370,223		370,223
Other intangible assets, net	29,165		32,521
Other assets	276,480		265,859
Total assets	$	12,925,577	$	12,798,429

Liabilities:
Noninterest-bearing deposits	$	4,000,636	$	3,325,547
Interest-bearing deposits	6,865,830		6,707,522
Total deposits	10,866,466		10,033,069
Securities sold under retail repurchase agreements and federal funds purchased	140,708		543,157
Advances from FHLB	—		379,075
Subordinated debt	226,998		227,088
Total borrowings	367,706		1,149,320
Accrued interest payable and other liabilities	129,125		146,085
Total liabilities	11,363,297		11,328,474

Stockholders' equity:
Common stock -- par value $1.00 ; shares authorized 100,000,000; shares issued and outstanding
47,312,982 and 47,056,777 at June 30, 2021 and December 31, 2020, respectively	47,313		47,057
Additional paid in capital	850,555		846,922
Retained earnings	659,578		557,271
Accumulated other comprehensive income	4,834		18,705
Total stockholders' equity	1,562,280		1,469,955
Total liabilities and stockholders' equity	$	12,925,577	$	12,798,429

The accompanying notes are an integral part of these statements

SANDY SPRING BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME/ (LOSS) – UNAUDITED


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands, except per share data)	2021		2020		2021		2020
Interest income:
Interest and fees on loans	$	107,751	$	106,279	$	215,179	$	182,161
Interest on loans held for sale	549		405		1,086		696
Interest on deposits with banks	47		155		93		335
Interest and dividends on investment securities:
Taxable	4,373		6,650		8,272		12,782
Tax-advantaged	2,103		1,438		4,454		2,810
Interest on federal funds sold	—		—		—		1
Total interest income	114,823		114,927		229,084		198,785
Interest expense:
Interest on deposits	3,851		12,284		8,681		25,802
Interest on retail repurchase agreements and federal funds purchased	43		600		96		1,180
Interest on advances from FHLB	373		(2,123)		2,649		1,022
Interest on subordinated debt	2,510		2,652		5,012		4,933
Total interest expense	6,777		13,413		16,438		32,937
Net interest income	108,046		101,514		212,646		165,848
Provision/ (credit) for credit losses	(4,204)		58,686		(38,912)		83,155
Net interest income after provision/ (credit) for credit losses	112,250		42,828		251,558		82,693
Non-interest income:
Investment securities gains	71		212		129		381
Service charges on deposit accounts	1,976		1,223		3,828		3,476
Mortgage banking activities	5,776		8,426		15,945		11,459
Wealth management income	9,121		7,604		17,851		14,570
Insurance agency commissions	1,247		1,188		3,400		3,317
Income from bank owned life insurance	705		809		1,385		1,454
Bank card fees	1,785		1,257		3,303		2,577
Other income	5,578		2,205		9,284		3,858
Total non-interest income	26,259		22,924		55,125		41,092
Non-interest expense:
Salaries and employee benefits	38,990		34,297		75,642		62,350
Occupancy expense of premises	5,497		5,991		10,984		10,572
Equipment expense	3,020		3,219		6,242		5,970
Marketing	1,052		729		2,264		1,918
Outside data services	2,260		2,169		4,543		3,751
FDIC insurance	1,450		1,378		2,942		1,860
Amortization of intangible assets	1,659		1,998		3,356		2,598
Merger and acquisition expense	—		22,454		45		23,908
Professional fees and services	3,165		1,840		4,896		3,666
Other expenses	5,882		11,363		20,234		16,591
Total non-interest expense	62,975		85,438		131,148		133,184
Income/ (loss) before income tax expense/ (benefit)	75,534		(19,686)		175,535		(9,399)
Income tax expense/ (benefit)	18,271		(5,348)		42,808		(5,048)
Net income/ (loss)	$	57,263	$	(14,338)	$	132,727	$	(4,351)

Per share information:
Basic net income/ (loss) per common share	$	1.20	$	(0.31)	$	2.79	$	(0.11)
Diluted net income/ (loss) per common share	$	1.19	$	(0.31)	$	2.77	$	(0.11)
Dividends declared per share	$	0.32	$	0.30	$	0.64	$	0.60

The accompanying notes are an integral part of these statements

SANDY SPRING BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – UNAUDITED


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands)	2021		2020		2021		2020
Net income/ (loss)	$	57,263	$	(14,338)	$	132,727	$	(4,351)
Other comprehensive income/ (loss):
Investments available-for-sale:
Net change in unrealized gains/ (losses) on investments available-for-sale	9,889		11,366		(18,966)		25,629
Related income tax expense/ (benefit)	(2,519)		(2,891)		4,858		(6,515)
Net investment gains reclassified into earnings	(71)		(212)		(129)		(381)
Related income tax expense	18		55		33		97
Net effect on other comprehensive income/ (loss)	7,317		8,318		(14,204)		18,830

Defined benefit pension plan:
Net change of unrealized loss	227		218		454		437
Related income tax benefit	(58)		(56)		(121)		(111)
Net effect on other comprehensive income/ (loss)	169		162		333		326
Total other comprehensive income/ (loss)	7,486		8,480		(13,871)		19,156
Comprehensive income/ (loss)	$	64,749	$	(5,858)	$	118,856	$	14,805

The accompanying notes are an integral part of these statements

SANDY SPRING BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY – UNAUDITED


(Dollars in thousands, except per share data)	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income/ (Loss)		Total Stockholders' Equity
Balances at April 1, 2021	$	47,187	$	849,606	$	617,553	$	(2,652)	$	1,511,694
Net income	—		—		57,263		—		57,263
Other comprehensive income, net of tax	—		—		—		7,486		7,486
Total other comprehensive income									64,749
Common stock dividends - $0.32 per share	—		—		(15,238)		—		(15,238)
Stock compensation expense	—		1,362		—		—		1,362
Common stock issued pursuant to:

Stock option plan - 38,158 shares	38		447		—		—		485


Employee stock purchase plan - 17,258 shares	18		543		—		—		561
Restricted stock vesting, net of withholding - 70,177 shares	70		(1,403)		—		—		(1,333)


Balances at June 30, 2021	$	47,313	$	850,555	$	659,578	$	4,834	$	1,562,280

Balances at April 1, 2020	$	34,165	$	562,891	$	512,934	$	6,344	$	1,116,334
Net loss	—		—		(14,338)		—		(14,338)
Other comprehensive income, net of tax	—		—		—		8,480		8,480
Total other comprehensive loss									(5,858)
Common stock dividends - $0.30 per share	—		—		(14,204)		—		(14,204)
Stock compensation expense	—		1,038		—		—		1,038
Common stock issued pursuant to:
Revere Bank acquisition - 12,768,949 shares	12,769		276,320		—		—		289,089
Conversion of Revere stock options - 395,298 options	—		3,611		—		—		3,611
Stock option plan - 2,625 shares	3		22		—		—		25

Employee stock purchase plan - 20,198 shares	20		475		—		—		495
Restricted stock, net of withholding- 44,578 shares	44		(481)		—		—		(437)


Balances at June 30, 2020	$	47,001	$	843,876	$	484,392	$	14,824	$	1,390,093

The accompanying notes are an integral part of these statements

SANDY SPRING BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY – UNAUDITED


(Dollars in thousands, except per share data)	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income/ (Loss)		Total Stockholders' Equity
Balances at January 1, 2021	$	47,057	$	846,922	$	557,271	$	18,705	$	1,469,955
Net income	—		—		132,727		—		132,727
Other comprehensive income, net of tax	—		—		—		(13,871)		(13,871)
Total comprehensive income									118,856
Common stock dividends - $0.64 per share	—		—		(30,420)		—		(30,420)
Stock compensation expense	—		2,309		—		—		2,309
Common stock issued pursuant to:

Stock option plan - 140,523 shares	140		1,876		—		—		2,016


Employee stock purchase plan - 37,675 shares	38		1,064		—		—		1,102
Restricted stock vesting, net of withholding - 78,007 shares	78		(1,616)		—		—		(1,538)


Balances at June 30, 2021	$	47,313	$	850,555	$	659,578	$	4,834	$	1,562,280

Balances at January 1, 2020	$	34,970	$	586,622	$	515,714	$	(4,332)	$	1,132,974
Net loss	—		—		(4,351)		—		(4,351)
Other comprehensive income, net of tax	—		—		—		19,156		19,156
Total comprehensive income									14,805
Common stock dividends - $0.60 per share	—		—		(24,748)		—		(24,748)
Stock compensation expense	—		1,792		—		—		1,792
Common stock issued pursuant to:
Revere Bank Acquisition - 12,768,949 shares	12,769		276,320		—		—		289,089
Conversion of Revere Bank options - 395,298 options	—		3,611		—		—		3,611
Stock option plan - 8,638 shares	9		138		—		—		147

Employee stock purchase plan - 28,815 shares	29		756		—		—		785
Restricted stock vesting, net of withholding - 44,578 shares	44		(481)		—		—		(437)
Adoption of ASC 326 - Financial Instruments - Credit Losses	—		—		(2,223)		—		(2,223)
Repurchase of common stock - 820,328 shares	(820)		(24,882)		—		—		(25,702)
Balances at June 30, 2020	$	47,001	$	843,876	$	484,392	$	14,824	$	1,390,093

The accompanying notes are an integral part of these statements

SANDY SPRING BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED


	Six Months Ended June 30,
(Dollars in thousands)	2021		2020
Operating activities:
Net income/ (loss)	$	132,727	$	(4,351)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	6,918		9,309
Provision/ (credit) for credit losses	(38,912)		83,155
Share based compensation expense	2,309		1,792
Deferred income tax/ (benefit)	10,879		(21,282)
Origination of loans held for sale	(940,041)		(546,596)
Proceeds from sales of loans held for sale	968,008		539,159
Gains on sales of loans held for sale	(20,755)		(7,627)
Losses on sale of other real estate owned	149		32
Investment securities gains	(129)		(381)

Tax benefit associated with share based compensation	1,009		140
Net (increase)/ decrease in accrued interest receivable	5,801		(17,176)
Net increase in other assets	(29,675)		(4,456)
Net increase/ (decrease) accrued expenses and other liabilities	(23,663)		8,389
Other, net	910		1,019
Net cash provided by operating activities	75,535		41,126
Investing activities:
Sales/ (purchases) of equity securities	24,663		(6,646)
Purchases of investments available-for-sale	(403,677)		(393,286)
Proceeds from sales of investment available-for-sale	100,822		112,301
Proceeds from maturities, calls and principal payments of investments available-for-sale	187,341		201,671
Net (increase)/ decrease in loans	324,726		(1,116,931)
Proceeds from the sales of other real estate owned	499		60


Cash paid for the acquisition of business activity of RPJ, net of cash acquired	—		(26,925)
Cash acquired in the acquisition of business activity of Revere Bank, net of cash paid	—		80,466
Sales of/ (expenditures for) premises and equipment	(2,088)		(1,695)
Net cash provided by/ (used in) investing activities	232,286		(1,150,985)
Financing activities:
Net increase in deposits	836,034		1,314,093
Net increase/ (decrease) in in retail repurchase agreements and federal funds purchased	(402,449)		774,999
Proceeds from FHLB advances	—		400,000
Repayment of FHLB advances	(379,075)		(630,348)
Retirement of subordinated debt	—		(10,310)
Proceeds from issuance of common stock	3,118		932
Stock tendered for payment of withholding taxes	(1,538)		(437)
Repurchase of common stock	—		(25,702)
Dividends paid	(30,420)		(24,748)
Net cash provided by financing activities	25,670		1,798,479
Net increase in cash and cash equivalents	333,491		688,620
Cash and cash equivalents at beginning of period	297,003		146,103
Cash and cash equivalents at end of period	$	630,494	$	834,723

Supplemental disclosures:
Interest payments	$	22,239	$	32,472
Income tax payments, net of refunds of $1,834 in 2021	38,226		17,532

The accompanying notes are an integral part of these statements

SANDY SPRING BANCORP, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Sandy Spring Bancorp, Inc. ("Sandy Spring" or, together with its subsidiaries, the "Company"), a Maryland corporation, is the bank holding company for Sandy Spring Bank (the “Bank”). Independent and community-oriented, Sandy Spring Bank offers a broad range of commercial banking, retail banking, mortgage services and trust services throughout central Maryland, Northern Virginia, and the greater Washington, D.C. market. Sandy Spring Bank also offers a comprehensive menu of insurance and wealth management services through its subsidiaries, Sandy Spring Insurance Corporation (“Sandy Spring Insurance”), West Financial Services, Inc. (“West Financial”) and Rembert Pendleton Jackson (“RPJ”).

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”), prevailing practices within the financial services industry for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, the interim financial statements do not include all of the information and notes required for complete financial statements. The following summary of significant accounting policies of the Company is presented to assist the reader in understanding the financial and other data presented in this report. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for any future periods or for the year ending December 31, 2021. In the opinion of management, all adjustments necessary for a fair presentation of the results of the interim periods have been included. Certain reclassifications have been made to prior period amounts, as necessary, to conform to the current period presentation. The Company has evaluated subsequent events through the date of the issuance of its financial statements.

These statements should be read in conjunction with the financial statements and accompanying notes included in the Company’s 2020 Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on February 19, 2021. There have been no significant changes to any of the Company’s accounting policies as disclosed in the 2020 Annual Report on Form 10-K.

Principles of Consolidation

The unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiary, Sandy Spring Bank, and its subsidiaries, Sandy Spring Insurance, West Financial and RPJ. Consolidation has resulted in the elimination of all intercompany accounts and transactions. See Note 17 for more information on the Company’s segments and consolidation.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, in addition to affecting the reported amounts of revenues earned and expenses incurred during the reporting period. Actual results could differ from those estimates. Estimates that could change significantly relate to the provision for credit losses and the related allowance, potential impairment of goodwill or other intangible assets, valuation of investment securities and the determination of whether available-for-sale debt securities with fair values less than amortized costs are impaired and require an allowance for credit losses, valuation of other real estate owned, valuation of share based compensation, the assessment that a liability should be recognized with respect to any matters under litigation, the calculation of current and deferred income taxes, and the actuarial projections related to pension expense and the related liability.

Cash Flows

For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks, federal funds sold and interest-bearing deposits with banks (items with stated original maturity of three months or less).

Revenue from Contracts with Customers

The Company’s revenue includes net interest income on financial instruments and non-interest income. Specific categories of revenue are presented in the Condensed Consolidated Statements of Income. Most of the Company’s revenue is not within the scope of Accounting Standard Codification (“ASC”) 606 – Revenue from Contracts with Customers. For revenue within the scope of ASC 606, the Company provides services to customers and has related performance obligations. The revenue from such services is recognized upon satisfaction of all contractual performance obligations. The following discusses key revenue streams within the scope of revenue recognition guidance.

Wealth Management Income

West Financial and RPJ provide comprehensive investment management and financial planning services. Wealth management income is comprised of income for providing trust, estate and investment management services. Trust services include acting as a trustee for corporate or personal trusts. Investment management services include investment management, record-keeping and reporting of security portfolios. Fees for these services are recognized based on a contractually-agreed fixed percentage applied to net assets under management at the end of each reporting period. The Company does not charge/recognize any performance-based fees.

Insurance Agency Commissions

Sandy Spring Insurance, a subsidiary of the Bank, performs the function of an insurance intermediary by introducing the policyholder and insurer and is compensated by a commission fee for placement of an insurance policy. Sandy Spring Insurance does not provide any captive management services or any claim handling services. Commission fees are set as a percentage of the premium for the insurance policy for which Sandy Spring Insurance is a producer. Sandy Spring Insurance recognizes revenue when the insurance policy has been contractually agreed to by the insurer and policyholder (at transaction date).

Service Charges on Deposit Accounts

Service charges on deposit accounts are earned on depository accounts for consumer and commercial account holders and include fees for account and overdraft services. Account services include fees for event-driven services and periodic account maintenance activities. An obligation for event-driven services is satisfied at the time of the event when service is delivered and revenue recognized as earned. Obligation for maintenance activities is satisfied over the course of each month and revenue is recognized at month end. The overdraft services obligation is satisfied at the time of the overdraft and revenue is recognized as earned.

Loan Financing Receivables

The Company’s financing receivables consist primarily of loans that are stated at their principal balance outstanding, net of any unearned income, acquisition fair value marks and deferred loan origination fees and costs. Interest income on loans is accrued at the contractual rate based on the principal balance outstanding. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.

Loans are considered past due or delinquent when the principal or interest due in accordance with the contractual terms of the loan agreement or any portion thereof remains unpaid after the due date of the scheduled payment. Immaterial shortfalls in payment amounts do not necessarily result in a loan being considered delinquent or past due. If any payments are past due and subsequent payments are resumed without payment of the delinquent amount, the loan shall continue to be considered past due. Whenever any loan is reported delinquent on a principal or interest payment or portion thereof, the amount reported as delinquent is the outstanding principal balance of the loan.

Loans, except for consumer installment loans, are placed into non-accrual status when any portion of the loan principal or interest becomes 90 days past due. Management may determine that certain circumstances warrant earlier discontinuance of interest accruals on specific loans if an evaluation of other relevant factors (such as bankruptcy, interruption of cash flows, etc.) indicates collection of amounts contractually due is unlikely. These loans are considered, collectively, to be non-performing loans. Consumer installment loans that are not secured by real estate are not placed on non-accrual, but are charged down to their net realizable value when they are four months past due. Loans designated as non-accrual have all previously accrued but unpaid interest reversed. Interest income is not recognized on non-accrual loans. All payments received on non-accrual loans are applied using a cost-recovery method to reduce the outstanding principal balance until the loan returns to accrual status. Loans may be returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Loans considered to be TDRs are loans that have their terms restructured (e.g., interest rates, loan maturity date, payment and amortization period, etc.) in circumstances that provide payment relief to a borrower experiencing financial difficulty. All restructured collateral-dependent loans are individually assessed for allowance for credit losses and may either be in accruing or non-accruing status. Non-accruing restructured loans may return to accruing status provided doubt has been removed concerning the collectability of principal and interest as evidenced by a sufficient period of payment performance in accordance with the restructured terms. Loans may be removed from the restructured category if the borrower is no longer experiencing financial difficulty, a re-underwriting event took place, and the revised loan terms of the subsequent restructuring agreement are considered to be consistent with terms that can be obtained in the market for loans with comparable credit risk.

Allowance for Credit Losses

The allowance for credit losses (“allowance” or “ACL”) represents an amount which, in management's judgment, reflects the lifetime expected losses that may be sustained on outstanding loans at the balance sheet date based on the evaluation of the size

and current risk characteristics of the loan portfolio, past events, current conditions, reasonable and supportable forecasts of future economic conditions and prepayment experience. The allowance is measured and recorded upon the initial recognition of a financial asset. The allowance is reduced by charge-offs, net of recoveries of previous losses, and is increased or decreased by a provision or credit for credit losses, which is recorded as a current period expense.

Determination of the adequacy of the allowance is inherently complex and requires the use of significant and highly subjective estimates. The reasonableness of the allowance is reviewed periodically by the Risk Committee of the Board of Directors and formally approved quarterly by that same committee of the Board.

The Company’s methodology for estimating the allowance includes: (1) a collective quantified reserve that reflects the Company’s historical default and loss experience adjusted for expected economic conditions throughout a reasonable and supportable period and the Company’s prepayment and curtailment rates; (2) collective qualitative factors that consider concentrations of the loan portfolio, expected changes to the economic forecasts, large relationships, early delinquencies, and factors related to credit administration, including, among others, loan-to-value ratios, borrowers’ risk rating and credit score migrations; and (3) individual allowances on collateral-dependent loans where borrowers are experiencing financial difficulty or when the Company determines that the foreclosure is probable. The Company excludes accrued interest from the measurement of the allowance as the Company has a non-accrual policy to reverse any accrued, uncollected interest income as loans are moved to non-accrual status.

Loans are pooled into segments based on the similar risk characteristics of the underlying borrowers, in addition to consideration of collateral type, industry and business purpose of the loans. Portfolio segments used to estimate the allowance are the same as portfolio segments used for general credit risk management purposes. Refer to Note 3 for more details on the Company’s portfolio segments.

The Company applies two calculation methodologies to estimate the collective quantified component of the allowance: discounted cash flows method and weighted average remaining life method. Allowance estimates on commercial acquisition, development and construction (“AD&C”) and residential construction segments are based on the weighted average remaining life method. Allowance estimates on all other portfolio segments are based on the discounted cash flows method. Segments utilizing the discounted cash flows method are further sub-segmented into risk level pools, determined either by risk rating for commercial loans or Beacon Scores ranges for residential and consumer loans. To better manage risk and reasonably determine the sufficiency of reserves, this segregation allows the Company to monitor the allowance component applicable to higher risk loans separate from the remainder of the portfolio. Collective calculation methodologies utilize the Company’s historical default and loss experience adjusted for future economic forecasts. The reasonable and supportable forecast period represents a two-year economic outlook for the applicable economic variables. Following the end of the reasonable and supportable forecast period expected losses revert back to the historical mean over the next two years on a straight-line basis. Economic variables that have the most significant impact on the allowance include: unemployment rate, house price index and number of business bankruptcies. Contractual loan level cash flows within the discounted cash flows methodology are adjusted for the Company’s historical prepayment and curtailment rate experience.

The individual reserve assessment is applied to collateral dependent loans where borrowers are experiencing financial difficulty or when the Company determines that a foreclosure is probable. The determination of the fair value of the collateral depends on whether a repayment of the loan is expected to be from the sale or the operation of the collateral. When a repayment is expected from the operation of the collateral, the Company uses the present value of expected cash flows from the operation of the collateral as the fair value. When the repayment of the loan is expected from the sale of the collateral the fair value of the collateral is based on an observable market price or the collateral’s appraised value, less estimated costs to sell. Third party appraisals used in the individual reserve assessment are conducted at least annually with underlying assumptions that are reviewed by management. Third party appraisals may be obtained on a more frequent basis if deemed necessary. Internal evaluations of collateral value are conducted quarterly to ensure any further deterioration of the collateral value is recognized on a timely basis. During the individual reserve assessment, management also considers the potential future changes in the value of the collateral over the remainder of the loan’s remaining life. The Company may receive updated appraisals which contradict the preliminary determination of fair value used to establish an individual allowance on a loan. In these instances the individual allowance is adjusted to reflect the Company’s evaluation of the updated appraised fair value. In the event a loss was previously confirmed and the loan was charged down to the estimated fair value based on a previous appraisal, the balance of partially charged-off loans are not subsequently increased, but could be further decreased depending on the direction of the change in fair value. Payments on fully or partially charged-off loans are accounted for under the cost-recovery method. Under this method, all payments received are applied on a cash basis to reduce the entire outstanding principal balance, then to recognize a recovery of all previously charged-off amounts before any interest income may be recognized. Based on the individual reserve assessment, if the Company determines that the fair value of the collateral is less than the amortized cost basis of the loan, an individual allowance will be established measured as the difference between the fair value of the collateral

(less costs to sell) and the amortized cost basis of the loan. Once a loss has been confirmed, the loan is charged-down to its estimated fair value.

Large groups of smaller non-accrual homogeneous loans are not individually evaluated for allowance and include residential permanent and construction mortgages and consumer installment loans. These portfolios are reserved for on a collective basis using historical loss rates of similar loans over the weighted average life of each pool.

The Company reviews its unfunded commitments to determine if they are unconditionally cancellable by the Company. If the unfunded commitment is determined to not be unconditionally cancellable by the Company, a reserve for unfunded commitments is established. The reserve for unfunded commitments considers both the likelihood that the funding will occur and an estimate of expected credit losses over the life of the commitment.

Management believes it uses relevant information available to make determinations about the allowance and that it has established the existing allowance in accordance with GAAP. However, the determination of the allowance requires significant judgment, and estimates of expected lifetime losses in the loan portfolio can vary significantly from the amounts actually observed. While management uses available information to recognize expected losses, future additions to the allowance may be necessary based on changes in the loans comprising the portfolio, changes in the current and forecasted economic conditions, changes to the interest rate environment which may directly impact prepayment and curtailment rate assumptions, and changes in the financial condition of borrowers.

Acquired Loans

Loans acquired in connection with acquisitions are recorded at their acquisition-date fair value. The allowance for credit losses related to the acquired loan portfolio is not carried over. Acquired loans are classified into two categories based on the credit risk characteristics of the underlying borrowers as either purchased credit deteriorated (“PCD”) loans, or loans with no evidence of credit deterioration (“non-PCD”).

PCD loans are defined as a loan or pool of loans that have experienced more-than-insignificant credit deterioration since the origination date. The Company uses a combination of individual and pooled review approaches to determine if acquired loans are PCD. At acquisition, the Company considers a number of factors to determine if an acquired loan or pool of loans has experienced more-than-insignificant credit deterioration. These factors include:

•loans classified as non-accrual,

•loans with risk rating of special mention or worse (using the Company's risk rating scale),

•loans with multiple risk rating downgrades since origination,

•loans with evidence of being 60 days or more past due,

•loans previously modified in a troubled debt restructuring,

•loans that received an interest only or payment deferral modification, and

•loans in industries that show evidence of additional risk due to economic conditions.

The initial allowance related to PCD loans that share similar risk characteristics is established using a pooled approach. The Company uses either a discounted cash flow or weighted average remaining life method to determine the required level of the allowance. PCD loans that were classified as non-accrual as of the acquisition date and are collateral dependent are assessed for allowance on an individual basis.

For PCD loans, an initial allowance is established on the acquisition date and added to the fair value of the loan to arrive at acquisition date amortized cost. Accordingly, no provision for credit losses is recognized on PCD loans at the acquisition date. Subsequent to the acquisition date, the initial allowance on PCD loans will increase or decrease based on future evaluations, with changes recognized in the provision for credit losses.

Non-PCD loans are pooled into segments together with originated loans that share similar risk characteristics and have an allowance established on the acquisition date, which is recognized in the current period provision for credit losses.

Determining the fair value of the acquired loans involves estimating the principal and interest payment cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. Management considers a number of factors in evaluating the acquisition-date fair value including the remaining life, interest rate profile, market interest rate environment, payment schedules, risk ratings, probability of default and loss given default, and estimated prepayment rates. For PCD loans, the non-credit discount or premium is allocated to individual loans as determined by the difference between the loan’s unpaid principal balance and amortized cost basis. The non-credit premium or discount is recognized into interest income on a level yield basis over the remaining expected life of the loan. For non-PCD loans, the fair value discount or premium is

allocated to individual loans and recognized into interest income on a level yield basis over the remaining expected life of the loan.

Leases

The Company determines if an arrangement is a lease at inception. All of the Company’s leases are currently classified as operating leases and are included in other assets and other liabilities on the Company’s Condensed Consolidated Statements of Condition.

Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease arrangements. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of the expected future lease payments over the remaining lease term. In determining the present value of future lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The operating ROU assets are adjusted for any lease payments made at or before the lease commencement date, initial direct costs, any lease incentives received and, for acquired leases, any favorable or unfavorable fair value adjustments. The present value of the lease liability may include the impact of options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options provided in the lease terms. Lease expense is recognized on a straight-line basis over the expected lease term. Lease agreements that include lease and non-lease components, such as common area maintenance charges, are accounted for separately.

Pending Accounting Pronouncements

In March 2020, FASB released Accounting Standards Update (“ASU”) 2020-04 - Reference Rate Reform (Topic 848), which provides optional guidance to ease the accounting burden in accounting for, or recognizing the effects from, reference rate reform on financial reporting. The new standard is a result of LIBOR likely being discontinued as an available benchmark rate. The standard is elective and provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, or other transactions that reference LIBOR, or another reference rate expected to be discontinued. The amendments in the update are effective for all entities between March 12, 2020 and December 31, 2022. The Company has established a cross-functional working group to guide the Company’s transition from LIBOR and has begun efforts to transition to alternative rates consistent with industry timelines. The Company has identified its products that utilize LIBOR and has implemented enhanced fallback language to facilitate the transition to alternative reference rates. The Company is evaluating existing platforms and systems and preparing to offer new rates.

NOTE 2 – INVESTMENTS

Investments available-for-sale

The amortized cost and estimated fair values of investments available-for-sale at the dates indicated are presented in the following table:


	June 30, 2021								December 31, 2020
(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
U.S. treasuries and government agencies	$	47,561	$	352	$	(8)	$	47,905	$	42,750	$	549	$	(2)	$	43,297
State and municipal	351,238		10,102		(1,872)		359,468		377,108		13,470		(211)		390,367
Mortgage-backed and asset-backed	1,016,460		16,422		(6,701)		1,026,181		881,201		24,078		(847)		904,432
Corporate debt	7,000		472		—		7,472		9,100		825		—		9,925



Total investments available-for-sale	$	1,422,259	$	27,348	$	(8,581)	$	1,441,026	$	1,310,159	$	38,922	$	(1,060)	$	1,348,021

Any unrealized losses in the U.S. treasuries and government agencies, state and municipal, mortgage-backed and asset-backed investment securities at June 30, 2021 are due to changes in interest rates and not credit-related events. As such, no allowance for credit losses is required at June 30, 2021. Unrealized losses on investment securities are expected to recover over time as these securities approach maturity. The Company does not intend to sell, nor is it more likely than not it will be required to sell, these securities and has sufficient liquidity to hold these securities for an adequate period of time, which may be maturity, to allow for any anticipated recovery in fair value.

The mortgage-backed securities portfolio at June 30, 2021 is composed entirely of either the most senior tranches of GNMA, FNMA or FHLMC collateralized mortgage obligations ($345.0 million), GNMA, FNMA or FHLMC mortgage-backed securities ($620.9 million) or SBA asset-backed securities ($60.3 million).

Gross unrealized losses and fair value by length of time that the individual available-for-sale securities have been in an unrealized loss position at the dates indicated are presented in the following tables:


	June 30, 2021
	Number of Securities	Less Than 12 Months				12 Months or More				Total
(Dollars in thousands)		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. treasuries and government agencies	1	$	4,968	$	8	$	—	$	—	$	4,968	$	8
State and municipal	27	74,184		1,872		—		—		74,184		1,872
Mortgage-backed and asset-backed	42	349,961		6,663		7,383		38		357,344		6,701

Total	70	$	429,113	$	8,543	$	7,383	$	38	$	436,496	$	8,581


	December 31, 2020
	Number of Securities	Less Than 12 Months				12 Months or More				Total
(Dollars in thousands)		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. treasuries and government agencies	2	$	25,369	$	2	$	—	$	—	$	25,369	$	2
State and municipal	8	22,753		211		—		—		22,753		211
Mortgage-backed and asset-backed	24	44,746		154		76,879		693		121,625		847

Total	34	$	92,868	$	367	$	76,879	$	693	$	169,747	$	1,060

The estimated fair values and amortized costs of debt securities available-for-sale by contractual maturity at the dates indicated are provided in the following table. The Company has allocated mortgage-backed securities into the four maturity groupings reflected in the following tables using the expected average life of the individual securities based on statistics provided by independent third party industry sources. Expected maturities will differ from contractual maturities as borrowers may have the right to prepay obligations with or without prepayment penalties.


	June 30, 2021				December 31, 2020
(In thousands)	Fair Value		Amortized Cost		Fair Value		Amortized Cost
U.S. treasuries and government agencies:
One year or less	$	39,811	$	39,650	$	33,963	$	33,833
One to five years	8,094		7,911		9,334		8,917
Five to ten years	—		—		—		—
After ten years	—		—		—		—
State and municipal:
One year or less	14,374		14,205		16,581		16,458
One to five years	30,716		29,725		44,910		43,857
Five to ten years	49,123		47,307		59,059		56,130
After ten years	265,255		260,001		269,817		260,663
Mortgage-backed and asset-backed:
One year or less	5,525		5,459		1		1
One to five years	16,032		15,789		21,637		21,229
Five to ten years	85,595		83,831		74,142		72,481
After ten years	919,029		911,381		808,652		787,490
Corporate debt:
One year or less	—		—		—		—
One to five years	—		—		2,318		2,100
Five to ten years	7,472		7,000		7,607		7,000
After ten years	—		—		—		—





Total available-for-sale debt securities	$	1,441,026	$	1,422,259	$	1,348,021	$	1,310,159

At June 30, 2021 and December 31, 2020, investments available-for-sale with a book value of $502.4 million and $465.7 million, respectively, were pledged as collateral for certain government deposits and for other purposes as required or permitted by law. The outstanding balance of no single issuer, except for U.S. Agencies securities, exceeded ten percent of stockholders' equity at June 30, 2021 and December 31, 2020.

Equity securities

Other equity securities at the dates indicated are presented in the following table:


(In thousands)	June 30, 2021		December 31, 2020
Federal Reserve Bank stock	$	34,028	$	38,650
Federal Home Loan Bank of Atlanta stock	6,392		26,433
Marketable equity securities	677		677
Total equity securities	$	41,097	$	65,760

NOTE 3 – LOANS

Outstanding loan balances at June 30, 2021 and December 31, 2020, are net of unearned income, including net deferred loan fees of $26.8 million and $24.5 million, respectively. Net deferred loan fees at June 30, 2021 and December 31, 2020, includes $21.7 million and $21.2 million, respectively, related to the loans originated under the Paycheck Protection Program (“PPP”).

The loan portfolio segment balances at the dates indicated are presented in the following table:


(In thousands)	June 30, 2021		December 31, 2020
Commercial real estate:
Commercial investor real estate	$	3,712,374	$	3,634,720
Commercial owner-occupied real estate	1,687,843		1,642,216
Commercial AD&C	1,126,960		1,050,973
Commercial business	1,974,366		2,267,548
Total commercial loans	8,501,543		8,595,457
Residential real estate:
Residential mortgage	960,527		1,105,179
Residential construction	172,869		182,619
Consumer	457,576		517,254
Total residential and consumer loans	1,590,972		1,805,052
Total loans	$	10,092,515	$	10,400,509

Portfolio Segments

The Company currently manages its credit products and the respective exposure to credit losses (credit risk) by the following specific portfolio segments (classes) which are levels at which the Company develops and documents its systematic methodology to determine the allowance for credit losses attributable to each respective portfolio segment. These segments are:

•Commercial investor real estate loans - Commercial investor real estate loans consist of loans secured by nonowner-occupied properties where an established banking relationship exists and involves investment properties for warehouse, retail, and office space with a history of occupancy and cash flow. This commercial investor real estate category contains mortgage loans to the developers and owners of commercial real estate where the borrower intends to operate or sell the property at a profit and use the income stream or proceeds from the sale(s) to repay the loan.

•Commercial owner-occupied real estate loans - Commercial owner-occupied real estate loans consist of commercial mortgage loans secured by owner occupied properties where an established banking relationship exists and involves a variety of property types to conduct the borrower’s operations. The decision to extend a loan is based upon the borrower’s financial health and the ability of the borrower and the business to repay. The primary source of repayment for this type of loan is the cash flow from the operations of the business.

•Commercial acquisition, development and construction loans - Commercial acquisition, development and construction loans are intended to finance the construction of commercial properties and include loans for the acquisition and development of land. Construction loans represent a higher degree of risk than permanent real estate

loans and may be affected by a variety of additional factors such as the borrower’s ability to control costs and adhere to time schedules and the risk that constructed units may not be absorbed by the market within the anticipated time frame or at the anticipated price. The loan commitment on these loans often includes an interest reserve that allows the lender to periodically advance loan funds to pay interest charges on the outstanding balance of the loan.

•Commercial business loans - Commercial loans are made to provide funds for equipment and general corporate needs. Repayment of a loan primarily comes from the funds obtained from the operation of the borrower’s business. Commercial loans also include lines of credit that are utilized to finance a borrower’s short-term credit needs and/or to finance a percentage of eligible receivables and inventory. Loans issued under the PPP are also included in this category, a substantial portion of which are expected to be forgiven by the Small Business Administration pursuant to the CARES Act.

•Residential mortgage loans - The residential mortgage loans category contains permanent mortgage loans principally to consumers secured by residential real estate. Residential real estate loans are evaluated for the adequacy of repayment sources at the time of approval, based upon measures including credit scores, debt-to-income ratios, and collateral values. Loans may be either conforming or non-conforming.

•Residential construction loans - The Company makes residential construction loans generally to provide interim financing on residential property during the construction period. Borrowers are typically individuals who will ultimately occupy the single-family dwelling. Loan funds are disbursed periodically as pre-specified stages of completion are attained based upon site inspections.

•Consumer loans - This category of loans includes primarily home equity loans and lines, installment loans, personal lines of credit, and other loans. The home equity category consists mainly of revolving lines of credit to consumers which are secured by residential real estate. These loans are typically secured with second mortgages on the homes. Other consumer loans include installment loans used by customers to purchase automobiles, boats and recreational vehicles.

NOTE 4 – CREDIT QUALITY ASSESSMENT

Allowance for Credit Losses

Summary information on the allowance for credit loss activity for the period indicated is provided in the following table:


	Six Months Ended June 30,
(In thousands)	2021		2020
Balance at beginning of period	$	165,367	$	56,132
Initial allowance on PCD loans at adoption of ASC 326	—		2,762
Transition impact of adopting ASC 326	—		2,983
Initial allowance on acquired Revere PCD loans	—		18,628
Provision/ (credit) for credit losses	(38,912)		83,155
Loan charge-offs	(3,485)		(1,039)
Loan recoveries	991		860
Net charge-offs	(2,494)		(179)
Balance at period end	$	123,961	$	163,481

The following table provides summary information regarding collateral dependent loans individually evaluated for credit loss at the dates indicated:


(In thousands)	June 30, 2021		December 31, 2020
Collateral dependent loans individually evaluated for credit loss with an allowance	$	53,007	$	20,717
Collateral dependent loans individually evaluated for credit loss without an allowance	23,910		77,001
Total individually evaluated collateral dependent loans	$	76,917	$	97,718

Allowance for credit losses related to loans evaluated individually	$	16,283	$	11,405
Allowance for credit losses related to loans evaluated collectively	107,678		153,962
Total allowance for credit losses	$	123,961	$	165,367

The following tables provide information on the activity in the allowance for credit losses by the respective loan portfolio segment for the period indicated:


	For the Six Months Ended June 30, 2021
	Commercial Real Estate												Residential Real Estate
(Dollars in thousands)	Commercial Investor R/E			Commercial Owner- Occupied R/E			Commercial AD&C			Commercial Business			Residential Mortgage			Residential Construction			Consumer			Total
Balance at beginning of period	$	57,404		$	20,061		$	22,157		$	46,806		$	11,295		$	1,502		$	6,142		$	165,367
Provision/ (credit) for credit losses	(10,346)			(6,471)			4,665			(18,972)			(4,214)			(832)			(2,742)			(38,912)
Charge-offs	—			—			—			(3,291)			—			—			(194)			(3,485)
Recoveries	171			—			—			298			281			1			240			991
Net recoveries (charge-offs)	171			—			—			(2,993)			281			1			46			(2,494)
Balance at end of period	$	47,229		$	13,590		$	26,822		$	24,841		$	7,362		$	671		$	3,446		$	123,961

Total loans	$	3,712,374		$	1,687,843		$	1,126,960		$	1,974,366		$	960,527		$	172,869		$	457,576		$	10,092,515
Allowance for credit losses to total loans ratio	1.27		%	0.81		%	2.38		%	1.26		%	0.77		%	0.39		%	0.75		%	1.23		%

Balance of loans individually evaluated for credit loss	$	42,072		$	8,183		$	14,489		$	10,089		$	1,724		$	—		$	360		$	76,917
Allowance related to loans evaluated individually	$	6,893		$	143		$	2,352		$	6,895		$	—		$	—		$	—		$	16,283
Individual allowance to loans evaluated individually ratio	16.38		%	1.75		%	16.23		%	68.34		%	—		%	—		%	—		%	21.17		%

Balance of loans collectively evaluated for credit loss	$	3,670,302		$	1,679,660		$	1,112,471		$	1,964,277		$	958,803		$	172,869		$	457,216		$	10,015,598
Allowance related to loans evaluated collectively	$	40,336		$	13,447		$	24,470		$	17,946		$	7,362		$	671		$	3,446		$	107,678
Collective allowance to loans evaluated collectively ratio	1.10		%	0.80		%	2.20		%	0.91		%	0.77		%	0.39		%	0.75		%	1.08		%


	For the Year Ended December 31, 2020
	Commercial Real Estate												Residential Real Estate
(Dollars in thousands)	Commercial Investor R/E			Commercial Owner- Occupied R/E			Commercial AD&C			Commercial Business			Residential Mortgage			Residential Construction			Consumer			Total
Balance at beginning of period	$	18,407		$	6,884		$	7,590		$	11,395		$	8,803		$	967		$	2,086		$	56,132
Initial allowance on PCD loans at adoption of ASC 326	1,114			—			—			1,549			—			—			99			2,762
Transition impact of adopting ASC 326	(3,125)			387			2,576			2,988			(388)			(275)			820			2,983
Initial allowance on acquired Revere PCD loans	7,973			2,782			1,248			6,289			243			6			87			18,628
Provision for credit losses	33,431			10,008			10,743			24,374			3,016			798			3,299			85,669
Charge-offs	(411)			—			—			(491)			(484)			—			(433)			(1,819)
Recoveries	15			—			—			702			105			6			184			1,012
Net recoveries (charge-offs)	(396)			—			—			211			(379)			6			(249)			(807)
Balance at end of period	$	57,404		$	20,061		$	22,157		$	46,806		$	11,295		$	1,502		$	6,142		$	165,367

Total loans	$	3,634,720		$	1,642,216		$	1,050,973		$	2,267,548		$	1,105,179		$	182,619		$	517,254		$	10,400,509
Allowance for credit losses to total loans ratio	1.58		%	1.22		%	2.11		%	2.06		%	1.02		%	0.82		%	1.19		%	1.59		%

Balance of loans individually evaluated for credit loss	$	45,227		$	11,561		$	15,044		$	23,648		$	1,874		$	—		$	364		$	97,718
Allowance related to loans evaluated individually	$	1,273		$	—		$	603		$	9,529		$	—		$	—		$	—		$	11,405
Individual allowance to loans evaluated individually ratio	2.81		%	—		%	4.01		%	40.30		%	—		%	—		%	—		%	11.67		%

Balance of loans collectively evaluated for credit loss	$	3,589,493		$	1,630,655		$	1,035,929		$	2,243,900		$	1,103,305		$	182,619		$	516,890		$	10,302,791
Allowance related to loans evaluated collectively	$	56,131		$	20,061		$	21,554		$	37,277		$	11,295		$	1,502		$	6,142		$	153,962
Collective allowance to loans evaluated collectively ratio	1.56		%	1.23		%	2.08		%	1.66		%	1.02		%	0.82		%	1.19		%	1.49		%

The following tables present collateral dependent loans individually evaluated for credit loss with the associated allowances for credit losses by the applicable portfolio segment and for the periods indicated:


	June 30, 2021
	Commercial Real Estate								Residential Real Estate
(In thousands)	Commercial Investor R/E		Commercial Owner- Occupied R/E		Commercial AD&C		Commercial Business		Residential Mortgage		Residential Construction		Consumer		Total
Loans individually evaluated for credit loss with an allowance:
Non-accruing	$	28,046	$	883	$	14,489	$	6,635	$	—	$	—	$	—	$	50,053
Restructured accruing	—		—		—		546		—		—		—		546
Restructured non-accruing	336		—		—		2,072		—		—		—		2,408
Balance	$	28,382	$	883	$	14,489	$	9,253	$	—	$	—	$	—	$	53,007

Allowance	$	6,893	$	143	$	2,352	$	6,895	$	—	$	—	$	—	$	16,283

Loans individually evaluated for credit loss without an allowance:
Non-accruing	$	5,677	$	3,177	$	—	$	303	$	—	$	—	$	—	$	9,157
Restructured accruing	—		—		—		108		1,574		—		—		1,682
Restructured non-accruing	8,013		4,123		—		425		150		—		360		13,071
Balance	$	13,690	$	7,300	$	—	$	836	$	1,724	$	—	$	360	$	23,910

Total individually evaluated loans:
Non-accruing	$	33,723	$	4,060	$	14,489	$	6,938	$	—	$	—	$	—	$	59,210
Restructured accruing	—		—		—		654		1,574		—		—		2,228
Restructured non-accruing	8,349		4,123		—		2,497		150		—		360		15,479
Balance	$	42,072	$	8,183	$	14,489	$	10,089	$	1,724	$	—	$	360	$	76,917

Total unpaid contractual principal balance	$	47,061	$	10,214	$	15,696	$	11,744	$	2,800	$	—	$	364	$	87,879


	December 31, 2020
	Commercial Real Estate								Residential Real Estate
(In thousands)	Commercial Investor R/E		Commercial Owner- Occupied R/E		Commercial AD&C		Commercial Business		Residential Mortgage		Residential Construction		Consumer		Total
Loans individually evaluated for credit loss with an allowance:
Non-accruing	$	4,913	$	—	$	1,328	$	11,178	$	—	$	—	$	—	$	17,419
Restructured accruing	—		—		—		589		—		—		—		589
Restructured non-accruing	699		—		—		2,010		—		—		—		2,709
Balance	$	5,612	$	—	$	1,328	$	13,777	$	—	$	—	$	—	$	20,717

Allowance	$	1,273	$	—	$	603	$	9,529	$	—	$	—	$	—	$	11,405

Loans individually evaluated for credit loss without an allowance:
Non-accruing	$	39,615	$	9,315	$	13,716	$	9,118	$	—	$	—	$	—	$	71,764
Restructured accruing	—		—		—		126		1,602		—		—		1,728
Restructured non-accruing	—		2,246		—		627		272		—		364		3,509
Balance	$	39,615	$	11,561	$	13,716	$	9,871	$	1,874	$	—	$	364	$	77,001

Total individually evaluated loans:
Non-accruing	$	44,528	$	9,315	$	15,044	$	20,296	$	—	$	—	$	—	$	89,183
Restructured accruing	—		—		—		715		1,602		—		—		2,317
Restructured non-accruing	699		2,246		—		2,637		272		—		364		6,218
Balance	$	45,227	$	11,561	$	15,044	$	23,648	$	1,874	$	—	$	364	$	97,718

Total unpaid contractual principal balance	$	49,920	$	15,309	$	16,040	$	30,958	$	3,225	$	—	$	364	$	115,816

The following tables present average principal balance of total non-accrual loans and contractual interest due on non-accrual loans for the periods indicated below:


	For the Six Months Ended June 30, 2021
	Commercial Real Estate								Residential Real Estate
(In thousands)	Commercial Investor R/E		Commercial Owner- Occupied R/E		Commercial AD&C		Commercial Business		Residential Mortgage		Residential Construction		Consumer		Total
Average non-accrual loans for the period	$	43,358	$	9,353	$	14,836	$	15,172	$	9,748	$	21	$	7,432	$	99,920
Contractual interest income due on non- accrual loans during the period	$	1,221	$	361	$	519	$	409	$	218	$	1	$	213	$	2,942


	For the Year Ended December 31, 2020
	Commercial Real Estate								Residential Real Estate
(In thousands)	Commercial Investor R/E		Commercial Owner- Occupied R/E		Commercial AD&C		Commercial Business		Residential Mortgage		Residential Construction		Consumer		Total
Average non-accrual loans for the period	$	26,849	$	6,605	$	4,267	$	16,532	$	11,634	$	—	$	6,675	$	72,562
Contractual interest income due on non- accrual loans during the period	$	6,547	$	2,741	$	4,505	$	2,858	$	918	$	—	$	732	$	18,301

There was no interest income recognized on non-accrual loans during the six months ended June 30, 2021. See Note 1 for additional information on the Company's policies for non-accrual loans. Loans designated as non-accrual have all previously accrued but unpaid interest reversed from interest income. During the six months ended June 30, 2021 new loans placed on non-accrual status totaled $1.9 million and the related amount of reversed uncollected accrued interest was insignificant.

Credit Quality

The following section provides information on the credit quality of the loan portfolio for the periods indicated below:


	For the Six Months Ended June 30, 2021
	Commercial Real Estate								Residential Real Estate
(In thousands)	Commercial Investor R/E		Commercial Owner- Occupied R/E		Commercial AD&C		Commercial Business		Residential Mortgage		Residential Construction		Consumer		Total
Analysis of non-accrual loan activity:
Balance at beginning of period	$	45,227	$	11,561	$	15,044	$	22,933	$	10,212	$	—	$	7,384	$	112,361
Loans placed on non-accrual	161		222		—		161		319		62		1,011		1,936
Non-accrual balances transferred to OREO	—		(257)		—		—		—		—		—		(257)
Non-accrual balances charged-off	—		—		—		(2,768)		—		—		(97)		(2,865)
Net payments or draws	(3,316)		(3,343)		(555)		(10,891)		(1,091)		—		(525)		(19,721)
Non-accrual loans brought current	—		—		—		—		—		—		(55)		(55)
Balance at end of period	$	42,072	$	8,183	$	14,489	$	9,435	$	9,440	$	62	$	7,718	$	91,399


	For the Year Ended December 31, 2020
	Commercial Real Estate								Residential Real Estate
(In thousands)	Commercial Investor R/E		Commercial Owner- Occupied R/E		Commercial AD&C		Commercial Business		Residential Mortgage		Residential Construction		Consumer		Total
Analysis of non-accrual loan activity:
Balance at beginning of period	$	8,437	$	4,148	$	829	$	8,450	$	12,661	$	—	$	4,107	$	38,632
PCD loans designated as non-accrual (1)	9,544		—		—		2,539		8		—		993		13,084
Loans placed on non-accrual	37,882		8,572		15,844		17,442		1,485		—		4,061		85,286
Non-accrual balances transferred to OREO	—		—		—		—		(70)		—		—		(70)
Non-accrual balances charged-off	(411)		—		—		(446)		(416)		—		(121)		(1,394)
Net payments or draws	(10,225)		(1,059)		(1,629)		(4,169)		(2,598)		—		(1,521)		(21,201)
Non-accrual loans brought current	—		(100)		—		(883)		(858)		—		(135)		(1,976)
Balance at end of period	$	45,227	$	11,561	$	15,044	$	22,933	$	10,212	$	—	$	7,384	$	112,361

(1)Upon the adoption of the CECL standard, the Company transitioned from closed pool level accounting for PCI loans during the first quarter of 2020. Non-accrual loans are determined based on the individual loan level and aggregated for reporting.


	June 30, 2021
	Commercial Real Estate								Residential Real Estate
(In thousands)	Commercial Investor R/E		Commercial Owner- Occupied R/E		Commercial AD&C		Commercial Business		Residential Mortgage		Residential Construction		Consumer		Total
Performing loans:
Current	$	3,654,645	$	1,670,611	$	1,111,398	$	1,961,950	$	939,365	$	170,078	$	446,936	$	9,954,983
30-59 days	10,608		8,874		1,073		980		8,577		2,729		1,658		34,499
60-89 days	5,049		175		—		1,347		891		—		1,264		8,726
Total performing loans	3,670,302		1,679,660		1,112,471		1,964,277		948,833		172,807		449,858		9,998,208
Non-performing loans:
Non-accrual loans	42,072		8,183		14,489		9,435		9,440		62		7,718		91,399
Loans greater than 90 days past due	—		—		—		—		680		—		—		680
Restructured loans	—		—		—		654		1,574		—		—		2,228
Total non-performing loans	42,072		8,183		14,489		10,089		11,694		62		7,718		94,307
Total loans	$	3,712,374	$	1,687,843	$	1,126,960	$	1,974,366	$	960,527	$	172,869	$	457,576	$	10,092,515


	December 31, 2020
	Commercial Real Estate								Residential Real Estate
(In thousands)	Commercial Investor R/E		Commercial Owner- Occupied R/E		Commercial AD&C		Commercial Business		Residential Mortgage		Residential Construction		Consumer		Total
Performing loans:
Current	$	3,571,184	$	1,624,265	$	1,033,057	$	2,238,617	$	1,073,963	$	182,557	$	502,548	$	10,226,191
30-59 days	14,046		6,390		29		4,859		16,213		—		5,275		46,812
60-89 days	4,130		—		2,843		263		2,709		62		2,047		12,054
Total performing loans	3,589,360		1,630,655		1,035,929		2,243,739		1,092,885		182,619		509,870		10,285,057
Non-performing loans:
Non-accrual loans	45,227		11,561		15,044		22,933		10,212		—		7,384		112,361
Loans greater than 90 days past due	133		—		—		161		480		—		—		774
Restructured loans	—		—		—		715		1,602		—		—		2,317
Total non-performing loans	45,360		11,561		15,044		23,809		12,294		—		7,384		115,452
Total loans	$	3,634,720	$	1,642,216	$	1,050,973	$	2,267,548	$	1,105,179	$	182,619	$	517,254	$	10,400,509

The credit quality indicators for commercial loans are developed through review of individual borrowers on an ongoing basis. Each borrower is evaluated at least annually with more frequent evaluation of more severely criticized loans. The indicators represent the rating for loans as of the date presented is based on the most recent credit review performed. These credit quality indicators are defined as follows:

Pass - A pass rated credit is not adversely classified because it does not display any of the characteristics for adverse classification.

Special mention – A special mention credit has potential weaknesses that deserve management’s close attention. If uncorrected, such weaknesses may result in deterioration of the repayment prospects or collateral position at some future date. Special mention assets are not adversely classified and do not warrant adverse classification.

Substandard – A substandard loan is inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Loans classified as substandard generally have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. These loans are characterized by the distinct possibility of loss if the deficiencies are not corrected.

Doubtful – A loan that is classified as doubtful has all the weaknesses inherent in a loan classified as substandard with added characteristics that the weaknesses make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions and values.

Loss – Loans classified as a loss are considered uncollectible and of such little value that their continuing to be carried as a loan is not warranted. This classification is not necessarily equivalent to no potential for recovery or salvage value, but rather that it is not appropriate to defer a full write-off even though partial recovery may be effected in the future.

The following table provides information about credit quality indicators by the year of origination as of June 30, 2021:


	June 30, 2021
	Term Loans by Origination Year												Revolving
(In thousands)	2021		2020		2019		2018		2017		Prior		Loans		Total
Commercial Investor R/E:
Pass	$	445,234	$	837,394	$	659,832	$	434,564	$	407,337	$	824,680	$	20,961	$	3,630,002
Special Mention	12,074		5,028		4,286		889		691		6,924		—		29,892
Substandard	437		790		3,873		13,385		27,460		6,535		—		52,480
Doubtful	—		—		—		—		—		—		—		—
Total	$	457,745	$	843,212	$	667,991	$	448,838	$	435,488	$	838,139	$	20,961	$	3,712,374

Commercial Owner-Occupied R/E:
Pass	$	174,593	$	277,935	$	361,319	$	209,427	$	179,484	$	445,113	$	4,768	$	1,652,639
Special Mention	165		1,557		6,232		3,552		4,532		5,225		—		21,263
Substandard	84		2,676		4,298		1,980		364		4,539		—		13,941
Doubtful	—		—		—		—		—		—		—		—
Total	$	174,842	$	282,168	$	371,849	$	214,959	$	184,380	$	454,877	$	4,768	$	1,687,843

Commercial AD&C:
Pass	$	302,047	$	269,575	$	239,588	$	109,646	$	28,937	$	—	$	158,459	$	1,108,252
Special Mention	2,570		—		—		547		—		—		—		3,117
Substandard	1,102		283		577		—		13,629		—		—		15,591
Doubtful	—		—		—		—		—		—		—		—
Total	$	305,719	$	269,858	$	240,165	$	110,193	$	42,566	$	—	$	158,459	$	1,126,960

Commercial Business:
Pass	$	559,223	$	577,379	$	163,585	$	118,807	$	71,789	$	66,379	$	382,742	$	1,939,904
Special Mention	124		2,265		8,367		1,584		1,097		754		3,765		17,956
Substandard	1,388		4,460		2,959		716		822		4,347		1,814		16,506
Doubtful	—		—		—		—		—		—		—		—
Total	$	560,735	$	584,104	$	174,911	$	121,107	$	73,708	$	71,480	$	388,321	$	1,974,366

Residential Mortgage:
Beacon score:
660-850	$	93,112	$	191,251	$	63,010	$	88,781	$	132,504	$	284,225	$	—	$	852,883
600-659	9,930		4,662		7,327		7,418		4,490		26,584		—		60,411
540-599	—		997		3,339		4,057		2,429		12,502		—		23,324
less than 540	1,515		5,321		620		4,191		1,518		10,744		—		23,909
Total	$	104,557	$	202,231	$	74,296	$	104,447	$	140,941	$	334,055	$	—	$	960,527

Residential Construction:
Beacon score:
660-850	$	49,809	$	81,594	$	20,886	$	12,429	$	1,248	$	1,848	$	—	$	167,814
600-659	244		1,646		1,559		566		—		431		—		4,446
540-599	—		—		—		—		—		—		—		—
less than 540	609		—		—		—		—		—		—		609
Total	$	50,662	$	83,240	$	22,445	$	12,995	$	1,248	$	2,279	$	—	$	172,869

Consumer:
Beacon score:
660-850	$	2,642	$	1,824	$	3,209	$	3,051	$	922	$	29,345	$	370,212	$	411,205
600-659	81		123		716		677		149		6,419		14,128		22,293
540-599	285		28		105		112		381		2,790		6,176		9,877
less than 540	58		716		146		560		39		3,582		9,100		14,201
Total	$	3,066	$	2,691	$	4,176	$	4,400	$	1,491	$	42,136	$	399,616	$	457,576

Total loans	$	1,657,326	$	2,267,504	$	1,555,833	$	1,016,939	$	879,822	$	1,742,966	$	972,125	$	10,092,515

The following table provides information about credit quality indicators by the year of origination as of December 31, 2020:


	December 31, 2020
	Term Loans by Origination Year												Revolving
(In thousands)	2020		2019		2018		2017		2016		Prior		Loans		Total
Commercial Investor R/E:
Pass	$	910,426	$	763,214	$	448,406	$	448,698	$	469,077	$	498,384	$	33,531	$	3,571,736
Special Mention	11,044		—		4,879		833		269		27		—		17,052
Substandard	589		4,245		13,649		20,619		673		6,157		—		45,932
Doubtful	—		—		—		—		—		—		—		—
Total	$	922,059	$	767,459	$	466,934	$	470,150	$	470,019	$	504,568	$	33,531	$	3,634,720

Commercial Owner-Occupied R/E:
Pass	$	285,310	$	385,058	$	234,578	$	192,634	$	204,925	$	306,840	$	1,664	$	1,611,009
Special Mention	2,290		—		3,027		4,742		134		4,079		—		14,272
Substandard	1,610		4,335		2,065		465		219		8,009		—		16,703
Doubtful	—		—		—		—		—		232		—		232
Total	$	289,210	$	389,393	$	239,670	$	197,841	$	205,278	$	319,160	$	1,664	$	1,642,216

Commercial AD&C:
Pass	$	485,631	$	261,537	$	149,703	$	50,192	$	89	$	2,357	$	80,764	$	1,030,273
Special Mention	1,711		—		—		—		—		—		—		1,711
Substandard	1,439		891		—		13,816		2,843		—		—		18,989
Doubtful	—		—		—		—		—		—		—		—
Total	$	488,781	$	262,428	$	149,703	$	64,008	$	2,932	$	2,357	$	80,764	$	1,050,973

Commercial Business:
Pass	$	1,244,822	$	208,682	$	138,861	$	86,830	$	34,498	$	81,760	$	433,016	$	2,228,469
Special Mention	1,929		1,382		1,119		708		309		621		4,319		10,387
Substandard	2,914		4,564		3,519		1,631		2,745		3,456		1,829		20,658
Doubtful	106		995		849		36		1,284		1,852		2,912		8,034
Total	$	1,249,771	$	215,623	$	144,348	$	89,205	$	38,836	$	87,689	$	442,076	$	2,267,548

Residential Mortgage:
Beacon score:
660-850	$	229,033	$	74,054	$	138,824	$	172,493	$	129,701	$	251,065	$	—	$	995,170
600-659	4,824		7,706		10,763		11,719		8,173		21,424		—		64,609
540-599	350		1,238		5,219		2,608		4,791		10,167		—		24,373
less than 540	2,702		2,108		3,576		2,150		892		9,599		—		21,027
Total	$	236,909	$	85,106	$	158,382	$	188,970	$	143,557	$	292,255	$	—	$	1,105,179

Residential Construction:
Beacon score:
660-850	$	112,604	$	44,647	$	14,543	$	2,805	$	1,693	$	—	$	172	$	176,464
600-659	1,743		3,189		—		—		—		—		—		4,932
540-599	—		—		—		—		369		—		—		369
less than 540	854		—		—		—		—		—		—		854
Total	$	115,201	$	47,836	$	14,543	$	2,805	$	2,062	$	—	$	172	$	182,619

Consumer:
Beacon score:
660-850	$	2,575	$	4,609	$	5,112	$	2,110	$	2,614	$	24,444	$	417,737	$	459,201
600-659	374		445		334		428		467		5,401		21,052		28,501
540-599	89		1,216		294		339		601		3,926		6,153		12,618
less than 540	751		160		525		785		532		2,826		11,355		16,934
Total	$	3,789	$	6,430	$	6,265	$	3,662	$	4,214	$	36,597	$	456,297	$	517,254

Total loans	$	3,305,720	$	1,774,275	$	1,179,845	$	1,016,641	$	866,898	$	1,242,626	$	1,014,504	$	10,400,509

The following table provides the amounts of the restructured loans at the date of restructuring for specific segments of the loan portfolio during the period indicated:


	For the Six Months Ended June 30, 2021
	Commercial Real Estate
(In thousands)	Commercial Investor R/E		Commercial Owner- Occupied R/E		Commercial AD&C		Commercial Business		All Other Loans		Total
Troubled debt restructurings:
Restructured accruing	$	—	$	—	$	—	$	—	$	—	$	—
Restructured non-accruing	8,012		2,000		—		726		—		10,738
Balance	$	8,012	$	2,000	$	—	$	726	$	—	$	10,738

Individual allowance	$	—	$	—	$	—	$	216	$	—	$	216

Restructured and subsequently defaulted	$	—	$	—	$	—	$	—	$	—	$	—


	For the Year Ended December 31, 2020
	Commercial Real Estate
(In thousands)	Commercial Investor R/E		Commercial Owner- Occupied R/E		Commercial AD&C		Commercial Business		All Other Loans		Total
Troubled debt restructurings:
Restructured accruing	$	—	$	—	$	—	$	380	$	549	$	929
Restructured non-accruing	723		930		—		1,951		—		3,604
Balance	$	723	$	930	$	—	$	2,331	$	549	$	4,533

Individual allowance	$	65	$	—	$	—	$	955	$	—	$	1,020

Restructured and subsequently defaulted	$	—	$	—	$	—	$	—	$	—	$	—

During the six months ended June 30, 2021, the Company restructured $10.7 million in loans that were designated as TDRs. TDR loans are subject to periodic credit reviews to determine the necessity and appropriateness of an individual credit loss allowance based on the collectability of the recorded investment in the TDR loan. Loans restructured as TDRs during the six months ended June 30, 2021 had individual reserves of $0.2 million. For the year ended December 31, 2020, the Company restructured $4.5 million in loans. Loans restructured as TDRs during 2020 had individual reserves of $1.0 million at December 31, 2020. During both the six months ended June 30, 2021 and for the year ended December 31, 2020 TDR modifications consisted principally of interest rate concessions, and did not result in the reduction of the recorded investment in the associated loan balances. The commitments to lend additional funds on loans that have been restructured at June 30, 2021 and December 31, 2020 were not significant.

Other Real Estate Owned

Other real estate owned ("OREO") totaled $1.2 million and $1.5 million at June 30, 2021 and December 31, 2020, respectively. There were no consumer mortgage loans secured by residential real estate property for which formal foreclosure proceedings were in process as of June 30, 2021.

NOTE 5 – GOODWILL AND OTHER INTANGIBLE ASSETS

The gross carrying amounts and accumulated amortization of intangible assets and goodwill are presented at the dates indicated in the following table:


	June 30, 2021						Weighted Average Remaining Life	December 31, 2020						Weighted Average Remaining Life
(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizing intangible assets:
Core deposit intangibles	$	29,038	$	(10,345)	$	18,693	7.9 years	$	29,038	$	(7,969)	$	21,069	8.4 years
Other identifiable intangibles	13,906		(3,434)		10,472		10.2 years	13,906		(2,454)		11,452		10.7 years
Total amortizing intangible assets	$	42,944	$	(13,779)	$	29,165		$	42,944	$	(10,423)	$	32,521

Goodwill	$	370,223			$	370,223		$	370,223			$	370,223

The amount of goodwill by reportable segment is presented in the following table:


(In thousands)	Community Banking		Insurance		Investment Management		Total
Balances at December 31, 2020	$	331,688	$	6,788	$	31,747	$	370,223

No Activity	—		—		—		—
Balances at June 30, 2021	$	331,688	$	6,788	$	31,747	$	370,223

The following table presents the estimated future amortization expense for amortizing intangible assets within the years ending December 31:


(In thousands)	Amount
Remaining 2021	$	3,244
2022	5,845
2023	5,089
2024	4,333
2025	3,566
Thereafter	7,088
Total amortizing intangible assets	$	29,165

NOTE 6 – DEPOSITS

The following table presents the composition of deposits at the dates indicated:


(In thousands)	June 30, 2021		December 31, 2020
Noninterest-bearing deposits	$	4,000,636	$	3,325,547
Interest-bearing deposits:
Demand	1,413,990		1,292,164
Money market savings	3,319,395		3,339,645
Regular savings	487,336		418,051
Time deposits of less than $100,000	451,877		509,919
Time deposits greater than $100,000 and less than $250,000	764,865		670,717
Time deposits of $250,000 or more	428,367		477,026
Total interest-bearing deposits	6,865,830		6,707,522
Total deposits	$	10,866,466	$	10,033,069

NOTE 7 – BORROWINGS

Subordinated Debt

On November 5, 2019, the Company completed an offering of $175.0 million aggregate principal amount Fixed to Floating Rate Subordinated Notes due in 2029. The notes bear a fixed interest rate of 4.25% per year through November 14, 2024. Beginning November 15, 2024, the interest rate will become a floating rate equal to three month LIBOR, or an alternative benchmark rate as determined pursuant to the terms of the indenture for the notes in the event LIBOR has been discontinued by

November 15, 2024, plus 262 basis points through the remaining maturity or early redemption date of the notes. The interest will be paid in arrears semi-annually during the fixed rate period and quarterly during the floating rate period. The Company incurred $2.9 million of debt issuance costs which are being amortized through the contractual life of the debt. The entire amount of the subordinated debt is considered Tier 2 capital under current regulatory guidelines.

In conjunction with the acquisition of WashingtonFirst Bankshares, Inc. ("WashingtonFirst"), the Company assumed $25.0 million in subordinated debt with an associated purchase premium at acquisition of $2.2 million. The premium is amortized over the contractual life of the obligation. The subordinated debt had a maturity of 10 years, maturing on October 15, 2025, and was non-callable through October 15, 2020. The subordinated debt held a fixed interest rate of 6.00% per annum through October 5, 2020 at which point the rate became variable at the three-month LIBOR plus 457 basis points payable quarterly. As of June 30, 2021, the effective variable rate was 4.75%. Under regulatory capital guidelines subordinated debt begins to phase out of Tier 2 capital qualification, on an annual straight-line basis, when there are five years remaining until the subordinated debt matures. As of June 30, 2021, the WashingtonFirst subordinated debt had less than five years but more than four years remaining until it matures, and therefore, as of that date, $20.0 million of the subordinated debt was considered Tier 2 capital under current regulatory guidelines. On July 15, 2021, the Company redeemed the entire outstanding principal balance of the WashingtonFirst subordinated debt.

In conjunction with the acquisition of Revere Bank ("Revere"), the Company assumed $31.0 million in subordinated debt with an associated purchase premium at acquisition of $0.2 million, which is being amortized through the call date. The subordinated debt has a 10-year term, maturing on September 30, 2026, is non-callable until September 30, 2021, and currently bears a fixed interest rate of 5.625% per annum, payable semi-annually. Beginning on October 1, 2021, the interest rate resets quarterly to an amount equal to three month LIBOR plus 441 basis points. The entire amount of the subordinated debt is considered Tier 2 capital under current regulatory guidelines.

The following table provides information on subordinated debt as of the date indicated:


(In thousands)	June 30, 2021		December 31, 2020
Fixed to floating rate sub debt, 4.25%	$	175,000	$	175,000
WashingtonFirst sub debt, 4.75%	25,000		25,000
Revere fixed to floating rate sub debt, 5.625%	31,000		31,000
Total Sub debt	231,000		231,000
Less: Debt held as investments by Sandy Spring	(3,000)		(3,000)
Add: Purchase accounting premium	1,433		1,669
Less: Debt issuance costs	(2,435)		(2,581)




Long-term borrowings	$	226,998	$	227,088

Other Borrowings

At June 30, 2021 and December 31, 2020, the Company had $140.7 million and $153.2 million, respectively, of outstanding retail repurchase agreements. The Company had no outstanding federal funds purchased at June 30, 2021 and $390.0 million at December 31, 2020. At June 30, 2021, the Company did not have any borrowings outstanding of the $897.2 million available to borrow under the Paycheck Protection Program Liquidity Facility ("PPPLF"). Amounts borrowed under the PPPLF are required to be repaid as PPP loans are repaid or forgiven.

At June 30, 2021, the Company had an available line of credit with the FHLB under which its borrowings are limited to $3.9 billion based on pledged collateral at prevailing market interest rates, with no outstanding borrowings against it at June 30, 2021. At December 31, 2020, lines of credit with the FHLB totaled $3.0 billion based on pledged collateral with $379.1 million borrowed against the line. During the six months ended June 30, 2021, the Company early repaid $279.0 million of FHLB advances, resulting in a prepayment penalty of $9.1 million, which was recorded to other expense in the Condensed Consolidated Statements of Income.

Under a blanket lien, the Company has pledged qualifying residential mortgage loans amounting to $846.7 million, commercial real estate loans amounting to $2.8 billion, home equity lines of credit (“HELOC”) amounting to $231.1 million, and multifamily loans amounting to $261.9 million at June 30, 2021, as collateral under the borrowing agreement with the FHLB. At December 31, 2020, the Company had pledged collateral of qualifying mortgage loans of $1.0 billion, commercial real estate loans of $2.8 billion, HELOC loans of $226.2 million, and multifamily loans of $237.6 million under the FHLB borrowing agreement. The Company also had secured lines of credit available from the Federal Reserve Bank and correspondent banks of $452.9 million and $276.2 million at June 30, 2021 and December 31, 2020, respectively, collateralized by loans, with no

borrowings outstanding at the end of either period. In addition, the Company had unsecured lines of credit with correspondent banks of $1.2 billion and $1.1 billion at June 30, 2021 and December 31, 2020, respectively. Of the unsecured lines of credit available there were no outstanding borrowings at June 30, 2021 and $390.0 million outstanding at December 31, 2020.

NOTE 8 – STOCKHOLDERS' EQUITY

In December 2020, the Company's board of directors authorized a stock repurchase plan that permits the repurchase of up to 2,350,000 shares of common stock. No shares of common stock have been repurchased under this plan. Under the previous stock repurchase plan that was approved in 2018 and expired in December 2020, the Company was authorized to repurchase up to 1,800,000 shares. During the six months ended June 30, 2020, the Company repurchased and retired 820,328 common shares for the total cost of $25.7 million. Cumulatively under the previous plan, as of December 31, 2020, the Company repurchased and retired 1,488,519 shares of its common stock at an average price of $33.58 per share for a total cumulative cost of $50.0 million.

NOTE 9 – SHARE BASED COMPENSATION

At June 30, 2021, the Company had two share based compensation plans in existence, the 2005 Omnibus Stock Plan (“Omnibus Stock Plan”) and the 2015 Omnibus Incentive Plan (“Omnibus Incentive Plan”). The Omnibus Stock Plan expired during the second quarter of 2015 but has outstanding options that may still be exercised. The Omnibus Incentive Plan is described in the following paragraph.

The Company’s Omnibus Incentive Plan was approved on May 6, 2015 and provides for the granting of incentive stock options, non-qualifying stock options, stock appreciation rights, restricted stock grants, restricted stock units and performance share units to selected directors and employees on a periodic basis at the discretion of the Company’s Board of Directors. The Omnibus Incentive Plan authorizes the issuance of up to 1,500,000 shares of common stock, of which 790,084 are available for issuance at June 30, 2021, has a term of 10 years, and is administered by a committee of at least three directors appointed by the Board of Directors. Options granted under the plan have an exercise price which may not be less than 100% of the fair market value of the common stock on the date of the grant and must be exercised within seven or 10 years from the date of grant depending on the terms of the grant agreement. The exercise price of stock options must be paid for in full in cash or shares of common stock, or a combination of both. The board committee has the discretion when making a grant of stock options to impose restrictions on the shares to be purchased upon the exercise of such options. The Company generally issues authorized but previously unissued shares to satisfy option exercises.

The dividend yield is based on estimated future dividend yields. The risk-free rate for periods within the contractual term of the share option is based on the U.S. Treasury yield curve in effect at the time of the grant. Expected volatilities are generally based on historical volatilities. The expected term of share options granted is generally derived from historical experience.

Compensation expense is recognized on a straight-line basis over the vesting period of the respective stock option, restricted stock, restricted stock unit grant or performance share units. The Company recognized compensation expense of $1.4 million and $1.0 million for the three months ended June 30, 2021 and 2020, respectively, and of $2.3 million and $1.8 million, for the six months ended June 30, 2021 and 2020, respectively, related to the awards of stock options, restricted stock grants, restricted stock unit grants and performance share unit grants. There was no unrecognized compensation cost related to stock options as of June 30, 2021. The total of unrecognized compensation cost related to restricted stock awards, restricted stock unit grants, and performance share unit grants was approximately $10.8 million as of June 30, 2021. That cost is expected to be recognized over a weighted average period of approximately 2.51 years.

During the six months ended June 30, 2021, the Company granted 128,557 restricted shares, restricted stock units and performance share units, of which 32,728 units are subject to achievement of certain performance conditions measured over a three-year performance period and 95,829 restricted shares or units are subject to a three year vesting schedule. The Company did not grant any stock options under the Omnibus Incentive Plan during the six months ended June 30, 2021.

A summary of share option activity for the period indicated is reflected in the following table:


	Number of Common Shares	Weighted Average Exercise Share Price		Weighted Average Contractual Remaining Life (Years)	Aggregate Intrinsic Value (in thousands)
Balance at January 1, 2021	430,038	$	14.97	3.0 years	$	6,828
Granted	—	$	—

Exercised	(140,523)	$	14.35		$	3,654
Forfeited	—	$	—
Expired	—	$	—
Balance at June 30, 2021	289,515	$	15.27	2.5 years	$	8,789

Exercisable at June 30, 2021	289,515	$	15.27	2.5 years	$	8,789

A summary of the activity for the Company’s restricted stock, restricted stock units and performance share units for the period indicated is presented in the following table:


	Number of Common Shares/Units	Weighted Average Grant-Date Fair Value
Non-vested at January 1, 2021	391,683	$	29.50
Granted	128,557	$	41.05
Vested	(114,462)	$	31.32
Forfeited/ cancelled	(6,143)	$	34.70
Non-vested at June 30, 2021	399,635	$	32.65

NOTE 10 – PENSION PLAN

Defined Benefit Pension Plan

The Company has a qualified, noncontributory, defined benefit pension plan (the “Plan”). Benefits after January 1, 2005, are based on the benefit earned as of December 31, 2004, plus benefits earned in future years of service based on the employee’s compensation during each such year. All benefit accruals for employees were frozen as of December 31, 2007 based on past service and thus salary increases and additional years of service after such date no longer affect the defined benefit provided by the Plan, although additional vesting may continue to occur.

The Company's funding policy is to contribute amounts to the Plan sufficient to meet the minimum funding requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. In addition, the Company contributes additional amounts as it deems appropriate based on benefits attributed to service prior to the date of the Plan freeze. The Plan invests primarily in a diversified portfolio of managed fixed income and equity funds.

The components of net periodic benefit cost for the periods indicated are presented in the following table:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Interest cost on projected benefit obligation	$	318	$	359	$	636	$	719
Expected return on plan assets	(312)		(456)		(624)		(912)
Recognized net actuarial loss	227		219		454		437
Net periodic benefit cost	$	233	$	122	$	466	$	244

The decision as to whether or not to make a plan contribution and the amount of any such contribution is dependent on a number of factors. Such factors include the investment performance of Plan assets in the current economy and, since the Plan is currently frozen, the remaining investment horizon of the Plan. After consideration of these factors, the Company has not made a contribution during the six months ended June 30, 2021. Management continues to monitor the funding level of the Plan and may make additional contributions as necessary during 2021.

NOTE 11 – NET INCOME PER COMMON SHARE

The calculation of net income per common share for the periods indicated is presented in the following table:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars and amounts in thousands, except per share data)	2021		2020		2021		2020
Net income	$	57,263	$	(14,338)	$	132,727	$	(4,351)
Distributed and undistributed earnings allocated to participating securities	(481)		(120)		(1,121)		(188)
Net income attributable to common shareholders	$	56,782	$	(14,458)	$	131,606	$	(4,539)

Total weighted average outstanding shares	47,689		47,389		47,610		41,170
Less: Weighted average participating securities	(401)		(401)		(406)		(343)
Basic weighted average common shares	47,288		46,988		47,204		40,827
Dilutive weighted average common stock equivalents	235		—		266		—
Diluted weighted average common shares	47,523		46,988		47,470		40,827

Basic net income per common share	$	1.20	$	(0.31)	$	2.79	$	(0.11)
Diluted net income per common share	$	1.19	$	(0.31)	$	2.77	$	(0.11)

Anti-dilutive shares	—		56		—		16

NOTE 12 – ACCUMULATED OTHER COMPREHENSIVE INCOME/ (LOSS)

Comprehensive income/ (loss) is defined as net income/ (loss) plus transactions and other occurrences that are the result of non-owner changes in equity. For Condensed Consolidated Financial Statements presented for the Company, non-owner changes in equity are comprised of unrealized gains or losses on investments available-for-sale and any minimum pension liability adjustments.

The following table presents the activity in net accumulated other comprehensive income/ (loss) and the components of the activity for the periods indicated:


(In thousands)	Unrealized Gains on Investments Available-for-Sale		Defined Benefit Pension Plan		Total
Balance at January 1, 2021	$	28,175	$	(9,470)	$	18,705
Other comprehensive loss before reclassification, net of tax	(14,108)		—		(14,108)
Reclassifications from accumulated other comprehensive income, net of tax	(96)		333		237
Current period change in other comprehensive income, net of tax	(14,204)		333		(13,871)
Balance at June 30, 2021	$	13,971	$	(9,137)	$	4,834


(In thousands)	Unrealized Gains/ (Losses) on Investments Available-for-Sale		Defined Benefit Pension Plan		Total
Balance at January 1, 2020	$	4,000	$	(8,332)	$	(4,332)
Other comprehensive income before reclassification, net of tax	19,114		—		19,114
Reclassifications from accumulated other comprehensive income, net of tax	(284)		326		42
Current period change in other comprehensive income, net of tax	18,830		326		19,156
Balance at June 30, 2020	$	22,830	$	(8,006)	$	14,824

The following table provides the information on the reclassification adjustments out of accumulated other comprehensive income/ (loss) for the periods indicated:


	Six Months Ended June 30,
(In thousands)	2021		2020
Unrealized gains on investments available-for-sale:
Affected line item in the Statements of Income:
Investment securities gains	$	129	$	381
Income before taxes	129		381
Tax expense	(33)		(97)
Net income	$	96	$	284

Amortization of defined benefit pension plan items:
Affected line item in the Statements of Income:
Recognized actuarial loss (1)	$	(454)	$	(437)
Loss before taxes	(454)		(437)
Tax benefit	121		111
Net loss	$	(333)	$	(326)

(1)This amount is included in the computation of net periodic benefit cost. See Note 10 for additional information on the pension plan.

NOTE 13 – LEASES

The Company leases real estate properties for its network of bank branches, financial centers and corporate offices. All of the Company’s leases are currently classified as operating. Most lease agreements include one or more options to renew, with renewal terms that can extend the original lease term from one to twenty years or more. The Company does not sublease any of its leased real estate properties.

The following table provides information regarding the Company's leases as of the dates indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Components of lease expense:
Operating lease cost (resulting from lease payments)	$	3,134	$	3,397	$	6,286	$	6,127




Supplemental cash flow information related to leases:
Operating cash flows from operating leases	$	3,274	$	3,309	$	6,554	$	6,002
ROU assets obtained in the exchange for lease liabilities due to:
New leases	$	—	$	—	$	803	$	—
Acquisitions	$	—	$	7,409	$	—	$	7,720

					June 30, 2021		December 31, 2020
Supplemental balance sheet information related to leases:
Operating lease ROU assets					$	62,225	$	65,215
Operating lease liabilities					$	71,850	$	74,982

Other information related to leases:
Weighted average remaining lease term of operating leases					9.2 years		9.5 years
Weighted average discount rate of operating leases					2.93%		3.04%

At June 30, 2021, the maturities of the Company’s operating lease liabilities were as follows:


(In thousands)	Amount
Maturity:
Remaining 2021	$	6,368
2022	11,375
2023	11,379
2024	9,465
2025	7,633
Thereafter	37,341
Total undiscounted lease payments	83,561
Less: Present value discount	(11,711)
Lease liability	$	71,850

The Company recognized lease liabilities of $1.9 million and ROU assets of $1.6 million for two operating leases that have not yet commenced operations at June 30, 2021. One lease is expected to commence operations during the fourth quarter of 2021 and one is expected to commence operations during the first quarter of 2022. The associated ROU assets include approximately $0.2 million of tenant allowances for improvements to the spaces. The Company does not have any lease arrangements with any of its related parties as of June 30, 2021.

NOTE 14 – DERIVATIVES

The Company has entered into interest rate swaps (“swaps”) to facilitate customer transactions and meet their financing needs. These swaps qualify as derivatives, but are not designated as hedging instruments. Interest rate swap contracts involve the risk of dealing with counterparties and their ability to meet contractual terms. When the fair value of a derivative instrument contract is positive, this generally indicates that the counterparty or customer owes the Company and results in credit risk to the Company. When the fair value of a derivative instrument contract is negative, the Company owes the customer or counterparty and, therefore, has no credit risk. The notional value of the swaps outstanding was $374.4 million as of June 30, 2021 compared to $320.5 million as of December 31, 2020. The fair values of swap positions net to zero to minimize the potential impact on the Company’s Condensed Consolidated Financial Statements. Fair values of the swaps are carried as both gross assets and gross liabilities in other assets and other liabilities, respectively, in the Condensed Consolidated Statements of Condition. The associated net gains and losses on the swaps are recorded in Other income in the Condensed Consolidated Statements of Income.

NOTE 15 – LITIGATION

The Company and its subsidiaries are subject in the ordinary course of business to various pending or threatened legal proceedings in which claims for monetary damages are asserted. After consultation with legal counsel, management does not anticipate that the ultimate liability, if any, arising out of these legal matters will have a material adverse effect on the Company's financial condition, operating results or liquidity.

NOTE 16 – FAIR VALUE

GAAP provides entities the option to measure eligible financial assets, financial liabilities and commitments at fair value (i.e. the fair value option), on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other accounting standards. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability or upon entering into a commitment. Subsequent changes in fair value must be recorded in earnings. The Company applies the fair value option on residential mortgage loans held for sale. The fair value option on residential mortgage loans held for sale allows the recognition of gains on the sale of mortgage loans to more accurately reflect the timing and economics of the transaction.

The standard for fair value measurement establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below.

Basis of Fair Value Measurement:

Level 1- Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2- Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3- Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Changes to interest rates may result in changes in the cash flows due to prepayments or extinguishments. Accordingly, changes to interest rates could result in higher or lower measurements of the fair values.

Assets and Liabilities

Residential mortgage loans held for sale

Residential mortgage loans held for sale are valued based on quotations from the secondary market for similar instruments and are classified as Level 2 in the fair value hierarchy.

Investments available-for-sale

U.S. treasuries and government agencies securities and mortgage-backed and asset-backed securities

Valuations are based on active market data and use of evaluated broker pricing models that vary based by asset class and includes available trade, bid, and other market information. Generally, the methodology includes broker quotes, proprietary models, descriptive terms, and databases coupled with extensive quality control programs. Quality control evaluation processes use available market, credit and deal level information to support the evaluation of the security. Additionally, proprietary models and pricing systems, mathematical tools, actual transacted prices, integration of market developments and experienced evaluators are used to determine the value of a security based on a hierarchy of market information regarding a security or securities with similar characteristics. The Company does not adjust the quoted price for such securities. Such instruments are classified within Level 2 in the fair value hierarchy.

State and municipal securities

The Company primarily uses prices obtained from third-party pricing services to determine the fair value of securities. The Company independently evaluates and corroborates the fair value received from pricing services through various methods and techniques, including references to dealer or other market quotes, by reviewing valuations of comparable instruments, and by comparing the prices realized on the sale of similar securities. Such securities are classified within Level 2 in the fair value hierarchy.

Corporate debt

The fair value of corporate debt is determined by utilizing a discounted cash flow valuation technique employed by a third-party valuation specialist. The third-party specialist uses assumptions related to yield, prepayment speed, conditional default rates and loss severity based on certain factors such as, credit worthiness of the counterparty, prevailing market rates, and analysis of similar securities. The Company evaluates the fair values provided by the third-party specialist for reasonableness and classifies them as level 3 in the fair value hierarchy.

Interest rate swap agreements

Interest rate swap agreements are measured by alternative pricing sources using a discounted cash flow method that incorporates current market interest rates. Based on the complex nature of interest rate swap agreements, the markets these instruments trade in are not as efficient and are less liquid than that of the more mature Level 1 markets. These characteristics classify interest rate swap agreements as Level 2 in the fair value hierarchy.

Assets Measured at Fair Value on a Recurring Basis

The following tables set forth the Company’s financial assets and liabilities at the dates indicated that were accounted for or disclosed at fair value. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:


	June 30, 2021
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In thousands)	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Residential mortgage loans held for sale (1)	$	—	$	71,082	$	—	$	71,082
Investments available-for-sale:
U.S. treasuries and government agencies	—		47,905		—		47,905
State and municipal	—		359,468		—		359,468
Mortgage-backed and asset-backed	—		1,026,181		—		1,026,181
Corporate debt	—		—		7,472		7,472
Total investments available-for-sale	—		1,433,554		7,472		1,441,026
Interest rate swap agreements	—		6,555		—		6,555
Total assets	$	—	$	1,511,191	$	7,472	$	1,518,663

Liabilities:
Interest rate swap agreements	$	—	$	(6,555)	$	—	$	(6,555)
Total liabilities	$	—	$	(6,555)	$	—	$	(6,555)

(1) The outstanding principal balance for residential loans held for sale as of June 30, 2021 was $69.4 million.


	December 31, 2020
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In thousands)	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Residential mortgage loans held for sale (1)	$	—	$	78,294	$	—	$	78,294
Investments available-for-sale:
U.S. treasuries and government agencies	—		43,297		—		43,297
State and municipal	—		390,367		—		390,367
Mortgage-backed and asset-backed	—		904,432		—		904,432
Corporate debt	—		—		9,925		9,925



Total investments available-for-sale	—		1,338,096		9,925		1,348,021
Interest rate swap agreements	—		9,183		—		9,183
Total assets	$	—	$	1,425,573	$	9,925	$	1,435,498

Liabilities:
Interest rate swap agreements	$	—	$	(9,183)	$	—	$	(9,183)
Total liabilities	$	—	$	(9,183)	$	—	$	(9,183)

(1) The outstanding principal balance for residential loans held for sale as of December 31, 2020 was $75.5 million.

The following table provides a change in the fair value of assets measured in the Condensed Consolidated Statements of Condition at fair value with significant unobservable inputs (Level 3) on a recurring basis for the period indicated:


	Significant Unobservable Inputs
(In thousands)	(Level 3)
Investments available-for-sale:
Balance at January 1, 2021	$	9,925

Additions of Level 3 assets	—

Sales of Level 3 assets	(2,102)
Total unrealized loss included in other comprehensive income/ (loss)	(351)
Balance at June 30, 2021	$	7,472

Assets Measured at Fair Value on a Nonrecurring Basis

The following tables set forth the Company’s financial assets subject to fair value adjustments on a nonrecurring basis at the date indicated that are valued at the lower of cost or market. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:


	June 30, 2021
(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Total Losses
Loans (1)	$	—	$	—	$	5,491	$	5,491	$	5,961
Other real estate owned	—		—		1,234		1,234		(154)
Total	$	—	$	—	$	6,725	$	6,725	$	5,807

(1) Amounts represent the fair value of collateral for collateral dependent non-accrual loans allocated to the allowance for credit losses. Fair values are determined using actual market prices (Level 2), independent third party valuations and borrower records, discounted as appropriate (Level 3).


	December 31, 2020
(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Total Losses
Loans (1)	$	—	$	—	$	13,901	$	13,901	$	(11,326)
Other real estate owned	—		—		1,455		1,455		(286)
Total	$	—	$	—	$	15,356	$	15,356	$	(11,612)

At June 30, 2021, loans totaling $76.9 million were written down to fair value of $60.6 million as a result of individual credit loss allowances of $16.3 million associated with the collateral dependent loans. Loans totaling $97.7 million were written down to fair value of $86.3 million at December 31, 2020 as a result of individual credit loss allowances of $11.4 million associated with the collateral dependent loans.

Fair value of the collateral dependent loans is measured based on the loan’s observable market price or the fair value of the collateral (less estimated selling costs). Collateral may be real estate and/or business assets such as equipment, inventory and/or accounts receivable. The value of business equipment, inventory and accounts receivable collateral is based on net book value on the business’ financial statements and, if necessary, discounted based on management’s review and analysis. Appraised and reported values may be discounted based on management’s historical experience, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and client’s business. Collateral dependent loans are reviewed and evaluated on at least a quarterly basis for additional individual reserve and adjusted accordingly, based on the factors identified above.

OREO is adjusted to fair value upon acquisition of the real estate collateral. Subsequently, OREO is carried at the lower of carrying value or fair value. The estimated fair value for OREO included in Level 3 is determined by independent market based appraisals and other available market information, less costs to sell, that may be reduced further based on market expectations

or an executed sales agreement. If the fair value of the collateral deteriorates subsequent to initial recognition, the Company records the OREO as a nonrecurring Level 3 adjustment. Valuation techniques are consistent with those techniques applied in prior periods.

Fair Value of Financial Instruments

The Company discloses fair value information, based on the exit price notion, of financial instruments that are not measured at fair value in the financial statements. Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by a quoted market price, if one exists.

Quoted market prices, where available, are shown as estimates of fair market values. Because no quoted market prices are available for a significant portion of the Company's financial instruments, the fair value of such instruments has been derived based on the amount and timing of future cash flows and estimated discount rates based on observable inputs (“Level 2”) or unobservable inputs (“Level 3”).

Present value techniques used in estimating the fair value of many of the Company's financial instruments are significantly affected by the assumptions used. 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 cash settlement of the instrument. Additionally, the accompanying estimates of fair values are only representative of the fair values of the individual financial assets and liabilities, and should not be considered an indication of the fair value of the Company. Management utilizes internal models used in asset liability management to determine the fair values disclosed below.

The carrying amounts and fair values of the Company’s financial instruments at the dates indicated are presented in the following tables:


					Fair Value Measurements
	June 30, 2021				Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
(In thousands)	Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	$	630,494	$	630,494	$	630,494	$	—	$	—
Residential mortgage loans held for sale	71,082		71,082		—		71,082		—
Investments available-for-sale	1,441,026		1,441,026		—		1,433,554		7,472
Equity securities	41,097		41,097		41,097		—		—
Loans, net of allowance	9,968,554		10,003,870		—		—		10,003,870
Interest rate swap agreements	6,555		6,555		—		6,555		—
Accrued interest receivable	40,630		40,630		40,630		—		—
Bank owned life insurance	145,892		145,892		—		145,892		—

Financial liabilities:
Time deposits	$	1,645,109	$	1,645,006	$	—	$	1,645,006	$	—
Other deposits	9,221,357		9,221,357		9,221,357		—		—
Securities sold under retail repurchase agreements and
federal funds purchased	140,708		140,708		—		140,708		—
Advances from FHLB	—		—		—		—		—
Subordinated debt	226,998		235,598		—		—		235,598
Interest rate swap agreements	6,555		6,555		—		6,555		—
Accrued interest payable	2,380		2,380		2,380		—		—


					Fair Value Measurements
	December 31, 2020				Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
(In thousands)	Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	$	297,003	$	297,003	$	297,003	$	—	$	—
Residential mortgage loans held for sale	78,294		78,294		—		78,294		—
Investments available-for-sale	1,348,021		1,348,021		—		1,338,096		9,925
Equity securities	65,760		65,760		65,760		—		—
Loans, net of allowance	10,235,142		10,336,355		—		—		10,336,355
Interest rate swap agreements	9,183		9,183		—		9,183		—
Accrued interest receivable	46,431		46,431		46,431		—		—
Bank owned life insurance	126,887		126,887		—		126,887		—

Financial liabilities:
Time deposits	$	1,657,662	$	1,674,112	$	—	$	1,674,112	$	—
Other deposits	8,375,407		8,375,407		8,375,407		—		—
Securities sold under retail repurchase agreements and
federal funds purchased	543,157		543,157		—		543,157		—
Advances from FHLB	379,075		390,593		—		390,593		—
Subordinated debt	227,088		227,512		—		—		227,512
Interest rate swap agreements	9,183		9,183		—		9,183		—
Accrued interest payable	3,254		3,254		3,254		—		—

NOTE 17 - SEGMENT REPORTING

Currently, the Company conducts business in three operating segments - Community Banking, Insurance, and Investment Management. Each of the operating segments is a strategic business unit that offers different products and services. The Insurance and Investment Management segments were businesses that were acquired in separate transactions where management of the acquired business was retained. The accounting policies of the segments are the same as those of the Company. However, the segment data reflects inter-segment transactions and balances.

The Community Banking segment is conducted through Sandy Spring Bank and involves delivering a broad range of financial products and services, including various loan and deposit products, to both individuals and businesses. Parent company income and assets are included in the Community Banking segment, as the majority of parent company functions are related to this segment. Major revenue sources include net interest income, gains on sales of mortgage loans, trust income fees, and service charges on deposit accounts. Expenses include personnel, occupancy, marketing, equipment, and other expenses. Non-cash charges associated with amortization of intangibles were $1.2 million and $1.3 million for the three months ended June 30, 2021 and 2020, respectively, and were $2.4 million and $1.7 million for the six months ended June 30, 2021 and 2020, respectively.

The Insurance segment is conducted through Sandy Spring Insurance, a subsidiary of the Bank. Sandy Spring Insurance operates Sandy Spring Insurance, a general insurance agency located in Annapolis, Maryland, and Neff and Associates, located in Ocean City, Maryland. Major sources of revenue are insurance commissions from commercial lines, personal lines, and medical liability lines. Expenses include personnel, occupancy, support charges, and other expenses. Non-cash charges associated with amortization of intangibles were immaterial for the three and six months ended June 30, 2021 and 2020.

The Investment Management segment is conducted through West Financial and RPJ, subsidiaries of the Bank. These asset management and financial planning firms, located in McLean, Virginia and Falls Church, Virginia, respectively, provide comprehensive investment management and financial planning to individuals, families, small businesses and associations, including cash flow analysis, investment review, tax planning, retirement planning, insurance analysis and estate planning. West Financial and RPJ had approximately $3.8 billion in combined assets under management as of June 30, 2021. Major revenue sources include non-interest income earned on the above services. Expenses include personnel, occupancy, support charges, and other expenses. Non-cash charges associated with amortization of intangibles were $0.5 million and $0.7 million for the three months ended June 30, 2021 and 2020, respectively, and were $0.9 million for the six months ended June 30, 2021 and 2020, respectively.

Information for the operating segments and reconciliation of the information to the Condensed Consolidated Financial Statements for the periods indicated are presented in the following tables:


	Three Months Ended June 30, 2021
(In thousands)	Community Banking		Insurance		Investment Management		Inter-Segment Elimination		Total
Interest income	$	114,823	$	1	$	2	$	(3)	$	114,823
Interest expense	6,780		—		—		(3)		6,777
Provision/ (credit) for credit losses	(4,204)		—		—		—		(4,204)
Non-interest income	23,714		1,246		5,516		(4,217)		26,259
Non-interest expense	58,049		1,324		3,819		(217)		62,975
Income/(loss) before income taxes	77,912		(77)		1,699		(4,000)		75,534
Income tax expense/ (benefit)	17,728		(21)		564		—		18,271
Net income/ (loss)	$	60,184	$	(56)	$	1,135	$	(4,000)	$	57,263

Assets	$	12,925,577	$	8,758	$	55,648	$	(64,406)	$	12,925,577


	Three Months Ended June 30, 2020
(In thousands)	Community Banking		Insurance		Investment Management		Inter-Segment Elimination		Total
Interest income	$	114,929	$	1	$	—	$	(3)	$	114,927
Interest expense	13,416		—		—		(3)		13,413
Provision for credit losses	58,686		—		—		—		58,686
Non-interest income	19,253		1,198		2,693		(220)		22,924
Non-interest expense	82,410		1,275		1,973		(220)		85,438
Income/ (loss) before income taxes	(20,330)		(76)		720		—		(19,686)
Income tax expense/ (benefit)	(5,517)		(21)		190		—		(5,348)
Net income/ (loss)	$	(14,813)	$	(55)	$	530	$	—	$	(14,338)

Assets	$	13,281,483	$	10,537	$	55,319	$	(56,892)	$	13,290,447


	Six Months Ended June 30, 2021
(In thousands)	Community Banking		Insurance		Investment Management		Inter-Segment Elimination		Total
Interest income	$	229,084	$	2	$	4	$	(6)	$	229,084
Interest expense	16,444		—		—		(6)		16,438
Provision/ (credit) for credit losses	(38,912)		—		—		—		(38,912)
Non-interest income	45,439		3,397		10,723		(4,434)		55,125
Non-interest expense	121,744		2,811		7,027		(434)		131,148
Income before income taxes	175,247		588		3,700		(4,000)		175,535
Income tax expense	41,566		162		1,080		—		42,808
Net income	$	133,681	$	426	$	2,620	$	(4,000)	$	132,727

Assets	$	12,925,577	$	8,758	$	55,648	$	(64,406)	$	12,925,577


	Six Months Ended June 30, 2020
(In thousands)	Community Banking		Insurance		Investment Management		Inter-Segment Elimination		Total
Interest income	$	198,786	$	4	$	2	$	(7)	$	198,785
Interest expense	32,944		—		—		(7)		32,937
Provision for credit losses	83,155		—		—		—		83,155
Non-interest income	33,230		3,327		4,959		(424)		41,092
Non-interest expense	127,065		2,739		3,804		(424)		133,184
Income/ (loss) before income taxes	(11,148)		592		1,157		—		(9,399)
Income tax expense/ (benefit)	(5,516)		164		304		—		(5,048)
Net income/ (loss)	$	(5,632)	$	428	$	853	$	—	$	(4,351)

Assets	$	13,281,483	$	10,537	$	55,319	$	(56,892)	$	13,290,447

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report, as well as other periodic reports filed with the Securities and Exchange Commission, and written or oral communications made from time to time by or on behalf of Sandy Spring Bancorp, Inc. and its subsidiaries (the “Company”), may contain statements relating to future events or future results of the Company that are considered “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “intend” and “potential,” or words of similar meaning, or future or conditional verbs such as “should,” “could,” or “may.” Forward-looking statements include statements of our goals, intentions and expectations; statements regarding our business plans, prospects, growth and operating strategies; statements regarding the quality of our loan and investment portfolios; and estimates of our risks and future costs and benefits.

Forward-looking statements reflect our expectation or prediction of future conditions, events or results based on information currently available. These forward-looking statements are subject to significant risks and uncertainties that may cause actual results to differ materially from those in such statements. These principal risks and uncertainties include, but are not limited to, the risks identified in Item 1A of the Company’s 2020 Annual Report on Form 10-K, Item 1A of Part II of this report and the following:

•risks, uncertainties and other factors relating to the COVID-19 pandemic, including the length of time that the pandemic continues, the effectiveness of vaccination programs, the imposition of any shelter in place orders and restrictions on travel; the effect of the pandemic on the general economy and on the businesses of our borrowers and their ability to make payments on their obligations; the remedial actions and stimulus measures adopted by federal, state and local governments, and the inability of employees to work due to illness, quarantine, or government mandates;

•general business and economic conditions nationally or in the markets that the Company serves could adversely affect, among other things, real estate prices, unemployment levels, the ability of businesses to remain viable and consumer and business confidence, which could lead to decreases in the demand for loans, deposits and other financial services that we provide and increases in loan delinquencies and defaults;

•changes or volatility in the capital markets and interest rates may adversely impact the value of securities, loans, deposits and other financial instruments and the interest rate sensitivity of our balance sheet as well as our liquidity;

•our liquidity requirements could be adversely affected by changes in our assets and liabilities;

•our investment securities portfolio is subject to credit risk, market risk, and liquidity risk as well as changes in the estimates we use to value certain of the securities in our portfolio;

•the effect of legislative or regulatory developments including changes in laws concerning taxes, banking, securities, insurance and other aspects of the financial services industry;

•acquisition risks, including potential deposit attrition, higher than expected costs, customer loss, business disruption and the inability to realize benefits and costs savings from, and limit any unexpected liabilities associated with, any business combinations;

•competitive factors among financial services companies, including product and pricing pressures and our ability to attract, develop and retain qualified banking professionals;

•the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board, the Securities and Exchange Commission, the Public Company Accounting Oversight Board and other regulatory agencies; and

•the effect of fiscal and governmental policies of the United States federal government.

Forward-looking statements speak only as of the date of this report. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date of this report or to reflect the occurrence of unanticipated events except as required by federal securities laws.

The Company

Sandy Spring Bancorp, Inc. is the bank holding company for Sandy Spring Bank (the “Bank”). The Company is a community banking organization that focuses its lending and other services on businesses and consumers in the local market area. At June 30, 2021, the Company had $12.9 billion in total assets, compared to $12.8 billion at December 31, 2020. The Company is registered as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended and is subject to supervision and regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).

Sandy Spring Bank is an independent and community-oriented bank that offers a broad range of commercial banking, retail banking, mortgage and trust services throughout central Maryland, Northern Virginia, and the greater Washington, D.C. market. Through its subsidiaries, Sandy Spring Insurance Corporation ("SSIC"), West Financial Services, Inc. ("West") and SSB

Wealth Management, Inc. (d/b/a Rembert Pendleton and Jackson, "RPJ”), the Bank also offers a variety of comprehensive insurance and wealth management services. The Bank is a state chartered bank subject to supervision and regulation by the Federal Reserve and the State of Maryland. Deposit accounts of the Bank are insured by the Deposit Insurance Fund administered by the Federal Deposit Insurance Corporation (the “FDIC”) to the maximum amount permitted by law. The Bank is a member of the Federal Reserve System and is an Equal Housing Lender. The Company, the Bank, and its other subsidiaries are Affirmative Action/Equal Opportunity Employers.

On April 1, 2020 ("Acquisition Date"), the Company completed the acquisition of Revere Bank ("Revere"), headquartered in Rockville, Maryland, resulting in the addition of more than $2.8 billion in assets. At the Acquisition Date, Revere had loans of $2.5 billion and deposits of $2.3 billion. The all-stock transaction resulted in the issuance of 12.8 million common shares and with total consideration valued at approximately $293 million. In addition, on February 1, 2020 the Company acquired RPJ, a wealth advisory firm located in Falls Church, Virginia with approximately $1.5 billion in assets under management on the date the acquisition closed. The results of operations from the Revere and RPJ acquisitions have been included in the consolidated results of operations from the date of the acquisitions. As a result of the growth, interest and non-interest income and expense increased from the prior year’s quarter.

Current State and Response

The Company's business, financial condition, and results of operations have been and may continue to be affected by the outbreak of the novel coronavirus ("COVID-19" or “pandemic”). Both globally and within the United States, the pandemic continues to have negative impacts and has caused disruption to economic and commercial activity and financial markets, both nationally and locally. Area jurisdictions have relaxed their restrictions, but continue to monitor and modify their respective pandemic guidelines on a periodic basis based on contagion metrics. Businesses continue to observe and modify their activities and behaviors to remain in compliance with the jurisdictional directives while concurrently providing consumers with goods and services. These directives have resulted in business and operational disruptions, including business closures, operational reorganizations, supply chain disruptions, and layoffs and furloughs. Certain actions taken by U.S. or other governmental authorities, including the Federal Reserve, that are intended to ameliorate the macroeconomic effects of COVID-19 may cause additional harm to our business. Decreased short-term interest rates, such as those announced by the Federal Reserve during the past year has resulted in a negative impact on our results, as we have certain assets and liabilities that are sensitive to changes in interest rates. Management continually monitors developments, evaluates strategic and tactical initiatives and solutions and allocates the necessary resources to mitigate the negative impact of this significant market disruption caused by the pandemic. For a description of the potential impacts of COVID-19 on the Company, see “Item 1A-Risk Factors” in the Company’s 2020 Annual Report on Form 10-K.

The Company implemented business continuity plans and continues to provide financial services to clients. In response to COVID-19, the Company implemented numerous actions to address the health and safety of employees and clients and to assist clients that have been impacted by the pandemic. As area jurisdictions have relaxed their restrictions, the Company is carefully executing its return to work plan.

Current Quarter Financial Overview

The Company recorded net income of $57.3 million ($1.19 per diluted common share) in the current quarter compared to a net loss of $14.3 million ($0.31 per diluted common share) for the second quarter of 2020 and net income of $75.5 million ($1.58 per diluted common share) for the first quarter of 2021. The results from the second quarter of the prior year reflected the combined impact of merger and acquisition expense associated with the acquisition of Revere Bank ("Revere") in that quarter, the impact of the COVID-19 pandemic on the economic forecast used in the determination of the allowance for credit losses, and the provision for credit losses associated with the Revere acquisition.

For the current quarter, core earnings, which exclude the impact of the provision for credit losses and provision on unfunded loan commitments, merger and acquisition expense, loss on FHLB redemptions, amortization of intangibles and investment securities gains, each on an after-tax basis, were $55.1 million ($1.16 per diluted common share), compared to $51.9 million ($1.10 per diluted common share) for the quarter ended June 30, 2020 and $56.9 million ($1.20 per diluted common share) for the quarter ended March 31, 2021.

The current quarter's provision for credit losses was a credit of $4.2 million as compared to a credit of $34.7 million for the first quarter of 2021. The current and prior quarter's credits for the provision for credit losses were principally the result of the decline in the forecasted unemployment rate and, to a lesser degree, improvements in other forecasted macroeconomic indicators.

The second quarter’s results reflect the following events:

•The Company recorded net income of $57.3 million ($1.19 per diluted common share) in the current quarter compared to a net loss of $14.3 million ($0.31 per diluted common share) for the second quarter of 2020.

•Core earnings increased 6% to $55.1 million for the second quarter of 2021, compared to $51.9 million compared to the prior year quarter.

•Total assets at June 30, 2021, declined 3% to $12.9 billion compared to $13.3 billion at June 30, 2020. The decline in total assets, year-over-year was primarily the result of the $179.2 million net reduction in loans originated under the Paycheck Protection Program ("PPP" or "PPP Program") and the $251.5 million decline in the residential mortgage loan portfolio. While the total loan portfolio, excluding PPP loans, decreased 1% due to the combined run-off of residential mortgage and consumer loans, year-over-year organic commercial real estate loan growth was 6%.

•Excluding PPP loans, total loan growth during the current quarter compared to the first quarter of 2021 was 1%, with organic commercial loan growth during the quarter of 2%. Deposits increased 2% during the linked quarter, driven by 6% growth in noninterest-bearing deposits.

•The net interest margin was 3.63% for the second quarter of 2021, compared to 3.47% for the same quarter of 2020, and 3.56% for the first quarter of 2021. Excluding the impact of the amortization of the fair value marks derived from acquisitions, the current quarter’s net interest margin would have been 3.60%, compared to 3.19% for second quarter of 2020, and 3.46% for the first quarter of 2021.

•The provision for credit losses was a credit of $4.2 million for the current quarter compared to the prior quarter’s credit to the provision of $34.7 million. The credits to the provision continue to be the result of improvements in forecasted economic metrics. The overall credit to the provision for the quarter was partially mitigated by increases in non-PPP loan balances, individual reserves assessed on a few non-accrual loans in the hospitality industry and adjustments to qualitative factors.

•Non-interest income for the current quarter increased by 15% or $3.3 million compared to the prior year quarter, as wealth management income grew 20% and service charges on deposit accounts increased 62%. Bank card fees grew 42% compared to the prior year quarter as a result of transaction volume. Other non-interest income also grew significantly compared to the prior year as a result of the combination of the full payoff of a purchased credit deteriorated loan and activity-based contractual vendor incentives.

•Non-interest expense decreased $22.5 million or 26% for the second quarter of 2021, compared to the prior year quarter. The prior year's quarter included $22.5 million in merger and acquisition expense, in addition to $5.9 million in prepayment penalties from the liquidation of acquired FHLB borrowings. These reductions from the prior year more than offset the increase in salary and benefit expense in the current year quarter as a result of staffing cost increases associated with strategic business initiatives.

•Return on average assets (“ROA”) for the quarter ended June 30, 2021 was 1.79% and return on average tangible common equity (“ROTCE”) was 20.44% compared, to 2.39% and 28.47%, respectively, for the first quarter of 2021. On a non-GAAP basis, the current quarter's core ROA was 1.73% and core ROTCE was 19.68% compared to core ROA of 1.80% and core ROTCE of 21.48% for the prior quarter of 2021. For the second quarter of 2021 the GAAP efficiency ratio was 46.89% compared to 51.08% for the first quarter of 2021. The non-GAAP efficiency ratio for the second quarter of 2021 was 45.36% compared to 42.65% for the first quarter of 2021. The change in the efficiency ratio reflects the impact of the decrease in mortgage banking income and the increase in costs related to various strategic initiatives during the current quarter.

Summary of Second Quarter Results

Balance Sheet and Credit Quality

Total assets declined 3% to $12.9 billion at June 30, 2021, as compared to $13.3 billion at June 30, 2020. During this period, total loans declined by 2% to $10.1 billion at June 30, 2021, compared to $10.3 billion at June 30, 2020. Excluding PPP loans, total loans declined 1% to $9.2 billion at June 30, 2021 as compared to the prior year quarter. The year-over-year decline in the total loan portfolio was primarily the result of the $179.2 million net reduction of loans originated under the PPP Program and the $251.5 million decline in the residential mortgage loan portfolio, which was partially offset by year-over-year non-PPP commercial loan growth of $276.9 million or 4%. The year-over-year decline in the mortgage loan portfolio resulted from

mortgage loan refinance activity driven by the low interest rate environment and the strategic decision to sell the majority of new mortgage loan production.

Compared to March 31, 2021, total loans, excluding PPP loans, increased 1% or $69.1 million at June 30, 2021. During this same period, commercial real estate loans increased $178.9 million or 3% and non-PPP commercial business loans declined $13.3 million or 1%.

Deposit growth was 8% during the past twelve months, as noninterest-bearing deposits experienced growth of 16% and interest-bearing deposits grew 3%. This growth was driven primarily by the impact of the PPP program and, to a lesser extent, growth in core deposit relationships.

At June 30, 2021, the remaining outstanding principal balance of PPP loans was $897.2 million. As of June 30, 2021, 4,126 PPP loans totaling $651.2 million have been forgiven and an additional $49.1 million have been repaid by borrowers. At the end of the current quarter, loans with an aggregate balance of $124.2 million remain in deferral status, of which non-accrual loans comprised $56.0 million. Currently, the 93% of loans that had been granted modifications/deferrals due to pandemic-related financial stress have returned to their original payment plans.

Tangible common equity increased to $1.2 billion or 9.28% of tangible assets at June 30, 2021, compared to $983.4 million or 7.63% at June 30, 2020 as a result of accumulated earnings over the preceding twelve months. Excluding the impact of the PPP program from tangible assets at June 30, 2021, the tangible common equity ratio would be 9.98%. At June 30, 2021, the Company had a total risk-based capital ratio of 15.82%, a common equity tier 1 risk-based capital ratio of 12.47%, a tier 1 risk-based capital ratio of 12.47%, and a tier 1 leverage ratio of 9.49%.

The level of non-performing loans to total loans was 0.93% at June 30, 2021, compared to 0.77% at June 30, 2020, and 0.94% at March 31, 2021. At June 30, 2021, non-performing loans totaled $94.3 million, compared to $79.9 million at June 30, 2020, and $98.7 million at March 31, 2021. Non-performing loans include non-accrual loans, accruing loans 90 days or more past due and restructured loans. Loans placed on non-accrual during the current quarter amounted to $1.5 million compared to $27.3 million for the prior year quarter and $0.4 million for the first quarter of 2021. Loans in non-accrual status at quarter end included a few large borrowings within the hospitality sector with an aggregate balance of $40.9 million. These large loans, which are collateral dependent, had individual reserves amounting to $5.7 million at June 30, 2021.

The Company recorded net charge-offs of $2.2 million for the second quarter of 2021, as compared to net recoveries of $0.4 million for the second quarter of 2020 and net charge-offs of $0.3 million for the first quarter of 2021. The increase in charge-offs in the current quarter compared to the prior quarter and the prior year quarter was primarily the result of the charge-off of an acquired pre-pandemic problem credit.

At June 30, 2021, the allowance for credit losses was $124.0 million or 1.23% of outstanding loans and 131% of non-performing loans, compared to $130.4 million or 1.25% of outstanding loans and 132% of non-performing loans at March 31, 2021. Excluding PPP loans, the allowance for credit losses to outstanding loans was 1.34% and 1.43%, at June 30, 2021 and March 31, 2021, respectively.

Quarterly Results of Operations

The Company recorded net income of $57.3 million for the three months ended June 30, 2021, compared to a net loss of $14.3 million for the prior year quarter. The current quarter's results include a credit to the provision for credit losses, the continued positive impact of reduced funding cost, and a 15% increase in non-interest income. The second quarter of the prior year's results reflected the combined impact of merger and acquisition expense associated with the Revere acquisition, the impact of the COVID-19 pandemic on the economic forecast used in the determination of the allowance for credit losses, and the additional provision for credit losses associated with the Revere acquisition. Pre-tax, pre-provision, pre-merger income was $71.3 million for the three months ended June 30, 2021 compared to $61.5 million for the prior year quarter.

Net interest income increased $6.5 million or 6% for the second quarter of 2021 compared to the second quarter of 2020, as a result of the significant reduction in interest expense during the preceding twelve months. During this period, as general market interest rates declined significantly, interest income remained stable while interest expense on deposits, notably money market and time deposits, declined, resulting in a $6.6 million decrease in interest expense. This decrease reflects the decline in interest expense on interest-bearing deposits of $8.4 million, which was partially offset by the $1.8 million increase in interest expense on borrowings for the current year. The increase in borrowing costs occurred due to the prior year's inclusion of $5.8 million for accelerated amortization of the purchase premium on FHLB advances due to the prepayment of those borrowings. Excluding the accelerated amortization recognized in the prior year quarter, borrowing cost would have been lower by $4.0

million in the second quarter of 2021. The PPP program contributed $13.2 million to net interest income for the quarter, of which $10.4 million represented origination fees. The net interest margin for the second quarter of 2021 was 3.63% as compared to 3.47% for the same quarter of the prior year as a result of the decreased funding cost during the period. Excluding the net $0.8 million impact of the amortization of the fair value marks derived from acquisitions, the net interest margin for the current quarter would have been 3.60% compared to the adjusted net interest margin of 3.19% for the second quarter of 2020.

The provision for credit losses was a credit of $4.2 million for the second quarter of 2021 compared to a charge of $58.7 million for the second quarter of 2020. The provision for credit losses for the first quarter of 2021 was a credit of $34.7 million. The credits to the provision during 2021 continue to be the result of the improvement in forecasted economic metrics, predominantly the projected unemployment and business bankruptcies rates. The overall credit to the provision for the quarter was partially mitigated by increases in non-PPP loan balances, individual reserves assessed on a few non-accrual loans in the hospitality industry and adjustments to qualitative factors.

Non-interest income increased $3.3 million or 15% during the current quarter compared to the same quarter of the prior year, as wealth management income grew 20% and service charges on deposit accounts increased 62%. The growth in wealth management income reflects the continued positive impact of the RPJ acquisition in 2020 in addition to the performance in the financial markets and the expansion of the wealth management client base. The growth in service charge income reflects the impact from the prior year's temporary suspension of certain service fees as well as lower transaction volume, both a resulting reaction to the COVID-19 pandemic. Bank card fees grew 42% compared to the prior year quarter as a result of transaction volume. Other non-interest income also grew significantly compared to the prior year as a result of the combination of the full payoff of a purchased credit deteriorated loan and activity-based contractual vendor incentives.

Non-interest expense decreased $22.5 million or 26% for the second quarter of 2021, compared to the prior year quarter. The prior year's non-interest expense included $22.5 million in merger and acquisition expense, as well as $5.9 million in prepayment penalties from the liquidation of acquired FHLB borrowings. Salary and benefit expense increased $4.7 million as a result of staffing increases and the $1.3 million increase in professional fees and services, primarily consulting fees associated with strategic business initiatives. Occupancy and equipment expense decreased 8% compared to the prior year due to decreased depreciation and rental expense the result of post-acquisition reduction of banking locations. The cost savings from the post-acquisition location rationalization was offset by increases in advertising costs, outside data services and FDIC insurance.

For the second quarter of 2021, the GAAP efficiency ratio was 46.89% compared to 68.66% for the second quarter of 2020, and 51.08% for the first quarter of 2021. The non-GAAP efficiency ratio was 45.36% for the current quarter as compared to 43.85% for the second quarter of 2020, and 42.65% for the first quarter of 2021. The modest increase in the efficiency ratio (reflecting a decrease in efficiency) from the second quarter of the prior year to the current year quarter was the result of the 11% growth in non-GAAP expense outpacing the 8% growth in non-GAAP revenue. ROA for the quarter ended June 30, 2021 was 1.79% and ROTCE was 20.44% compared, respectively, to 2.39% and 28.47% for the first quarter of 2021. On a non-GAAP basis, the current quarter's core ROA was 1.73% and core ROTCE was 19.68% compared to core ROA of 1.80% and core ROTCE of 21.48% for the prior quarter of 2021.

Results of Operations

For the Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020

The Company recorded net income of $132.7 million ($2.77 per diluted common share) for the six months ended June 30, 2021 compared to net loss of $4.4 million ($0.11 per diluted common share) for the same period in the prior year. Pre-tax, pre-provision, pre-merger income was $136.7 million for the six months ended June 30, 2021 compared to $97.7 million for the prior year period. The second quarter of the current year benefited from post-acquisition increased net interest income, a $38.9 million credit to the provision for credit losses, and a 34% increase in non-interest income driven primarily by mortgage banking and wealth management income. The Company’s participation in the PPP resulted in a net positive pre-tax impact of $24.1 million, year-to-date for 2021 compared to $5.5 million for the same period of 2020. The prior year's results reflected the combined impact of merger and acquisition expense associated with the Revere acquisition, the impact of the COVID-19 pandemic on economic forecast used in the determination of the allowance for credit losses and the additional provision for credit losses associated with the acquisition of Revere during that period.

Core earnings on an after-tax basis for the six months ended June 30, 2021, which exclude the impact of the provision for credit losses, the provision for credit losses on unfunded loan commitments, merger and acquisition expense, amortization of intangible assets, loss on FHLB redemptions, and investment securities gains, were $112.1 million ($2.36 per diluted common share), compared to $81.5 million ($2.00 per diluted common share) for the six months ended June 30, 2020.

Year-to-date, the provision for credit losses was a credit of $38.9 million as compared to a charge of $83.2 million for the same period of 2020. For the six months ended June 30, 2021, the credit for the provision for credit losses, compared to the prior year's charge to the provision, principally reflects the impact of the improvement in the most recent forecasted economic metrics, most notably the rate of unemployment and anticipated business bankruptcies. The charge to the provision for credit losses for the same period in 2020 predominantly reflected the combined results of the impact of the deteriorated economic forecasts during the first six months of 2020 as well as the initial allowance on acquired Revere non-purchased credit deteriorated loans.

Net Interest Income

Net interest income for the six months ended June 30, 2021 was $212.6 million compared to $165.8 million for the six months ended June 30, 2020. On a tax-equivalent basis, net interest income for the six months ended June 30, 2021 was $214.6 million compared to $168.3 million for the six months ended June 30, 2020, a 27% increase driven primarily by the Revere acquisition, and to a lesser extent, the impact of lower market interest rates on the cost of interest-bearing liabilities. Year-to-date, interest income increased $30.3 million or 15% while interest expense decreased $16.5 million or 50% as compared to the same period in the prior year. The growth in net interest income benefited from $3.8 million in net amortization of the fair value marks derived from acquisitions. The year-to-date amortization of fair value marks resulted in an additional interest income of $0.9 million and a reduction of interest expense of $2.9 million. In addition to the impact of the amortization of the fair value marks on net interest income for the six months ended June 30, 2021, the PPP program generated interest income, $24.1 million, of which $18.3 million represented origination fees, compared to $6.0 million and $4.0 million, respectively, for the same period of 2020.

The following tables provide an analysis of net interest income performance that reflects a net interest margin that has improved to 3.60% for the six months ended June 30, 2021 compared to 3.39% for the six months ended June 30, 2020. Year-over-year, the average yield on earning assets declined 19 basis points while the average rate paid on interest-bearing liabilities declined 51 basis points, resulting in the increased margin for the comparative period. Excluding the net $3.8 million impact of the amortization of the fair value marks derived from acquisitions, the net interest margin for the current year would have been 3.53%. The net interest margin for 2020, excluding the amortization of fair value marks, would have been 3.23%.

Consolidated Average Balances, Yields and Rates


	Six Months Ended June 30,
	2021						2020
(Dollars in thousands and tax-equivalent)	Average Balances		Interest (1)		Annualized Average Yield/Rate		Average Balances		Interest (1)		Annualized Average Yield/Rate
Assets:
Commercial investor real estate loans	$	3,654,760	$	76,765	4.24	%	$	2,825,672	$	63,691	4.53	%
Commercial owner-occupied real estate loans	1,651,282		38,040		4.65		1,483,465		35,000		4.74
Commercial AD&C loans	1,069,552		21,215		4.00		814,372		19,215		4.74
Commercial business loans	2,258,311		50,042		4.47		1,359,199		29,603		4.38
Total commercial loans	8,633,905		186,062		4.35		6,482,708		147,509		4.58
Residential mortgage loans	1,030,608		18,178		3.53		1,174,176		22,000		3.75
Residential construction loans	178,020		3,168		3.59		154,122		3,252		4.24
Consumer loans	482,555		8,728		3.65		520,524		10,497		4.06
Total residential and consumer loans	1,691,183		30,074		3.57		1,848,822		35,749		3.89
Total loans (2)	10,325,088		216,136		4.22		8,331,530		183,258		4.42
Loans held for sale	74,568		1,086		2.91		44,171		696		3.15
Taxable securities	984,305		8,272		1.68		1,068,549		13,367		2.50
Tax-advantaged securities	461,084		5,407		2.35		220,286		3,561		3.23
Total investment securities (3)	1,445,389		13,679		1.89		1,288,835		16,928		2.63
Interest-bearing deposits with banks	187,954		93		0.10		293,001		335		0.23
Federal funds sold	588		—		0.09		338		1		0.53
Total interest-earning assets	12,033,587		230,994		3.87		9,957,875		201,218		4.06

Less: allowance for credit losses	(146,892)						(90,412)
Cash and due from banks	102,013						125,805
Premises and equipment, net	56,042						59,445
Other assets	752,318						747,127
Total assets	$	12,797,068					$	10,799,840

Liabilities and Stockholders' Equity:
Interest-bearing demand deposits	$	1,383,253	$	462	0.07	%	$	953,951	$	1,154	0.24	%
Regular savings deposits	460,738		122		0.05		349,155		146		0.08
Money market savings deposits	3,387,341		2,717		0.16		2,369,566		8,046		0.68
Time deposits	1,693,179		5,380		0.64		1,949,039		16,456		1.70
Total interest-bearing deposits	6,924,511		8,681		0.25		5,621,711		25,802		0.92
Other borrowings	172,727		96		0.11		475,386		1,180		0.50
Advances from FHLB	224,467		2,649		2.38		653,878		1,022		0.32
Subordinated debentures	227,050		5,012		4.41		218,508		4,933		4.52
Total borrowings	624,244		7,757		2.51		1,347,772		7,135		1.07
Total interest-bearing liabilities	7,548,755		16,438		0.44		6,969,483		32,937		0.95

Noninterest-bearing demand deposits	3,579,642						2,402,225
Other liabilities	168,029						167,834
Stockholders' equity	1,500,642						1,260,298
Total liabilities and stockholders' equity	$	12,797,068					$	10,799,840

Tax-equivalent net interest income and spread			$	214,556	3.43	%			$	168,281	3.11	%
Less: tax-equivalent adjustment			1,910						2,433
Net interest income			$	212,646					$	165,848

Interest income/earning assets					3.87	%					4.06	%
Interest expense/earning assets					0.27						0.67
Net interest margin					3.60	%					3.39	%

(1)Tax-equivalent income has been adjusted using the combined marginal federal and state rate of 25.50% and 25.45% for 2021 and 2020, respectively. The annualized taxable-equivalent adjustments utilized in the above table to compute yields aggregated to $1.9 million and $2.4 million in 2021 and 2020, respectively.

(2)Non-accrual loans are included in the average balances.

(3)Investments available-for-sale are presented at amortized cost.

Effect of Volume and Rate Changes on Tax-Equivalent Net Interest Income

The following table analyzes the reasons for the changes from year-to-year in the principal elements that comprise tax-equivalent net interest income:


	2021 vs. 2020						2020 vs. 2019
	Increase Or (Decrease)		Due to Change In Average:*				Increase Or (Decrease)		Due to Change In Average:*
(Dollars in thousands and tax equivalent)			Volume		Rate				Volume		Rate
Interest income from earning assets:
Commercial investor real estate loans	$	13,074	$	17,405	$	(4,331)	$	13,605	$	20,181	$	(6,576)
Commercial owner-occupied real estate loans	3,040		3,737		(697)		5,774		6,504		(730)
Commercial AD&C loans	2,000		5,324		(3,324)		(933)		3,581		(4,514)
Commercial business loans	20,439		19,823		616		8,474		13,668		(5,194)
Residential mortgage loans	(3,822)		(2,583)		(1,239)		(1,759)		(1,205)		(554)
Residential construction loans	(84)		457		(541)		(584)		(575)		(9)
Consumer loans	(1,769)		(742)		(1,027)		(2,168)		248		(2,416)
Loans held for sale	390		446		(56)		123		287		(164)
Taxable securities	(5,095)		(987)		(4,108)		1,702		4,198		(2,496)
Tax-exempt securities	1,846		3,017		(1,171)		(571)		(188)		(383)
Interest-bearing deposits with banks	(242)		(94)		(148)		(287)		696		(983)
Federal funds sold	(1)		—		(1)		(5)		(2)		(3)
Total tax-equivalent interest income	29,776		45,803		(16,027)		23,371		47,393		(24,022)

Interest expense on funding of earning assets:
Interest-bearing demand deposits	(692)		356		(1,048)		394		271		123
Regular savings deposits	(24)		37		(61)		(65)		12		(77)
Money market savings deposits	(5,329)		2,479		(7,808)		(4,850)		4,098		(8,948)
Time deposits	(11,076)		(1,926)		(9,150)		(303)		3,045		(3,348)
Other borrowings	(1,084)		(485)		(599)		492		874		(382)
Advances from FHLB	1,627		(1,117)		2,744		(9,145)		(1,371)		(7,774)
Subordinated debentures	79		196		(117)		3,952		4,106		(154)
Total interest expense	(16,499)		(460)		(16,039)		(9,525)		11,035		(20,560)
Tax-equivalent net interest income	$	46,275	$	46,263	$	12	$	32,896	$	36,358	$	(3,462)

*Variances that are the combined effect of volume and rate, but cannot be separately identified, are allocated to the volume and rate variances based on their respective relative amounts.

Interest Income

The Company's total tax-equivalent interest income increased 15% for the first six months of 2021 compared to the prior year period. The previous table reflects that the increase in interest income has been driven predominantly by the 21% growth in average interest-earning assets, which was predominantly the result of the Revere acquisition and, to a lesser extent, the participation in the PPP program. Income growth has occurred despite the overall decline in market interest rates over the previous twelve months, which was driven by concerns over slowing economic growth and the impact of the COVID-19 pandemic. During this period, the yield on interest-earning assets decreased 19 basis points to 3.87%.

During the first six months of 2021 average loans outstanding increased 24% compared to the first six months of 2020. Essentially all of the growth in the loan portfolio occurred due to the 33% increase in the commercial loan portfolio. During the comparative period, total average commercial real estate loans grew 25%, driven primarily by the Revere acquisition, and commercial business loans grew 66%, as a result of the origination of PPP loans. Excluding PPP loans, average commercial business loans grew 10% for the first six months of 2021 compared to the same period in 2020. Average consumer loans, predominantly home equity loans, decreased 7% and the residential mortgage portfolio declined 12% during the same time period, both the direct result of the increased refinancing activity spurred by the low rate environment. Compared to the prior year, the yield on average loans decreased 20 basis points. The average yield on total investment securities decreased 74 basis points while the average balance of the investment portfolio increased 12% for the first six months of 2021 compared to the first six months of 2020. The effects of a larger average balance and lower yields resulted in a 19% decline in interest income from investment securities during the period. Composition of the average investment portfolio shifted to 68% in taxable securities in the current period, as compared to 83% for the prior year period. During the same period, the average yield for

taxable securities decreased 82 basis points and the average yield on tax-exempt securities decreased 88 basis points as cash flows and maturities in the portfolio were reinvested at lower rates in the current interest rate environment.

Interest Expense

For the first six months of 2021 interest expense decreased $16.5 million or 50% compared to the first six months of 2020. The first six months of 2020 included a reduction in interest expense due to the impact of the $5.8 million in accelerated amortization of the fair value premium from the prepayment of FHLB advances acquired from Revere. In addition, the fair value premium amortization on time deposits and debt for the first six months of 2021 was responsible for a $2.9 million reduction in interest expense compared to $2.8 million for the same period in 2020. Excluding these items, interest expense decreased 54% compared to the prior year period, driven by the decrease in interest expense on money market accounts and time deposits as market rates have experienced a decline from the prior year. The 52 basis point decline in money market rates during this time period, in addition to the 106 basis point decline in time deposit rates, including the fair value amortization on the time deposits, were the drivers in the decline in the total average rate paid on interest-bearing deposits. The cost of interest-bearing deposits, including the fair value amortization on time deposits, declined 67 basis points for the first six months of 2021 compared to the first six months of 2020. The exclusion of the amortization of the time deposit premium would result in a decline of 69 basis points in the average rate paid on interest-bearing deposits compared to the prior year. The time deposit amortization adjustment benefited the net interest margin by five basis points for both the first six months of 2021 and 2020. For the first six months of 2020, the effect of the accelerated amortization on the acquired FHLB advances accounted for a 10 basis point benefit to the net interest margin. In total, the impact of the amortization of the fair value marks was a 25 basis point reduction in the rate paid on interest-bearing liabilities for the six months ending June 30, 2020.

Non-interest Income

Non-interest income amounts and trends are presented in the following table for the periods indicated:


	Six Months Ended June 30,				2021/2020		2021/2020
(Dollars in thousands)	2021		2020		$ Change		% Change
Securities gains	$	129	$	381	$	(252)	(66.1)	%
Service charges on deposit accounts	3,828		3,476		352		10.1
Mortgage banking activities	15,945		11,459		4,486		39.1
Wealth management income	17,851		14,570		3,281		22.5
Insurance agency commissions	3,400		3,317		83		2.5
Income from bank owned life insurance	1,385		1,454		(69)		(4.7)
Bank card fees	3,303		2,577		726		28.2
Other income	9,284		3,858		5,426		140.6
Total non-interest income	$	55,125	$	41,092	$	14,033	34.2

Total non-interest income increased 34% to $55.1 million for the six months ended June 30, 2021, compared to $41.1 million for 2020. During the current year, income from mortgage banking activities increased $4.5 million as a result of the high levels of new mortgage and refinancing activity resulting from historically low mortgage lending rates. Additionally, wealth management income increased $3.3 million year over year as a result of the first quarter 2020 acquisition of RPJ, in addition to the growth in assets under management during the past twelve months. Service charge income and bank card fees grew compared to the prior year quarter as a result of customer activity. Other non-interest income also increased significantly compared to the prior year. Further detail by type of non-interest income follows:

•Service charges on deposit accounts increased 10% in the first six months of 2021, compared to the first six months of 2020. The growth in service charge income reflects the impact an increase in the current year's transaction activity in addition to the effects of the prior year's temporary suspension of certain service fees and lower transaction volume, both a resulting reaction to the COVID-19 pandemic.

•Income from mortgage banking activities increased 39% in the first six months of 2021, compared to the first six months of 2020. Origination volume increased as a result of high levels of new mortgage and refinancing activity resulting from historically low mortgage lending rates. Sales of originated mortgage loans rose 80% during the current period compared to the same period for 2020.

•Wealth management income, comprised of income from trust and estate services and investment management fees earned by the Company’s investment management subsidiaries, increased 23% for the first six months of 2021 compared to the same period of the prior year, as a result of the first quarter 2020 acquisition of RPJ, in addition to the $818 million growth in assets under management during the past twelve months. Trust services fees increased 12%

for the first six months of 2021 compared to the prior year period. Overall total assets under management increased to $5.7 billion at June 30, 2021 compared to $4.5 billion at June 30, 2020, due primarily the growth in the existing market values of assets.

•Insurance agency commissions increased 3% for the first six months of 2021 as compared to the first six months of 2020, driven by an increase in commercial insurance commissions compared to the prior year.

•Bank-owned life insurance income decreased 5% for the first six months of 2021 as compared to the first six months of 2020, as the prior year included $0.1 million in insurance mortality proceeds compared to the current year.

•Bank card fee income grew 28% during the first six months of 2021, compared to the first six months of 2020, as a result of transaction volume during the period.

•Other non-interest income increased by 141% or $5.4 million during the first six months of 2021, compared to the first six months of 2020. The payoff of a purchased credit deteriorated loan, in addition to activity-based contractual vendor incentives and credit related fees provided an increase in miscellaneous income of $4.3 million in the current year.

Non-interest Expense

Non-interest expense amounts and trends are presented in the following table for the periods indicated:


	Six Months Ended June 30,				2021/2020		2021/2020
(Dollars in thousands)	2021		2020		$ Change		% Change
Salaries and employee benefits	$	75,642	$	62,350	$	13,292	21.3	%
Occupancy expense of premises	10,984		10,572		412		3.9
Equipment expense	6,242		5,970		272		4.6
Marketing	2,264		1,918		346		18.0
Outside data services	4,543		3,751		792		21.1
FDIC insurance	2,942		1,860		1,082		58.2
Amortization of intangible assets	3,356		2,598		758		29.2
Merger and acquisition expense	45		23,908		(23,863)		(99.8)
Professional fees and services	4,896		3,666		1,230		33.6
Other expenses	20,234		16,591		3,643		22.0
Total non-interest expense	$	131,148	$	133,184	$	(2,036)	(1.5)

Non-interest expense decreased 2% to $131.1 million for the six months ended June 30, 2021, compared to $133.2 million for 2020. The current year included $9.1 million in prepayment penalties on FHLB borrowings compared to $5.9 million in prepayment penalties in the prior year. The prior year also included $23.9 million in merger and acquisition expense. Excluding the impact of these items would result in a year-over-year growth rate in non-interest expense of 18%. This growth rate was driven by operational and compensation costs associated with the 2020 acquisitions and staffing cost increases associated with certain strategic initiatives, incentive expense associated with mortgage lending and other volume-based activities, increased intangible asset amortization, higher FDIC insurance premiums and a rise in professional fees and services. Further detail by category of non-interest expense follows:

•Salaries and employee benefits, the largest component of non-interest expense, increased 21% or $13.3 million in the first six months of 2021. Regular salaries represented $6.7 million of this increase, which was the result of staffing costs associated with the 2020 acquisitions and strategic initiatives. The remainder of the increase was primarily the result of incentive costs driven by mortgage banking activities and existing incentive compensation programs.

•Combined occupancy and equipment expenses increased 4% compared to the prior year as a result of increased cost associated with the additional branches and business offices from Revere and RPJ, seasonal expenses and increased software costs.

•Marketing expense increased 18% for the first six months of 2021 compared to the same period of the prior year, due to focused advertising campaigns.

•Outside data services expense increased 21% from the prior year period due to the increase in volume-based components of contractual-based services.

•FDIC insurance increased in the 2021 assessment due to the growth from the 2020 acquisition of Revere.

•Amortization of intangible assets increased as a result of the amortization expense from the core deposit intangible asset recognized in the Revere transaction and, to a lesser degree, the amortization of intangibles acquired from the RPJ acquisition.

•Professional fees and services grew 34% from the prior year due to costs associated with various consulting projects and certain strategic initiatives.

•Other expenses increased $3.6 million due primarily to the prepayment penalties of $9.1 million incurred in the current year from liquidation of FHLB advances as compared to $5.9 million in prepayment penalties that were incurred in the prior year.

Income Taxes

The Company had income tax expense of $42.8 million in the first six months of 2021, compared to income tax benefit of $5.0 million in the first six months of 2020. This increase in tax expense is directly attributable to the year-to-date pre-tax earnings compared to the prior year's negative pre-tax earnings for the six month period. The effective tax rate was 24.4% for the first six months of 2021 compared to a tax benefit rate of 53.7% for the first six months of 2020. The current year's effective tax rate reflects a more normalized rate while the prior year's rate reflected the favorable result of the changes to tax laws in 2020 that expanded the time permitted to utilize previous net operating losses. The Company applied this change to the 2018 acquisition of WashingtonFirst Bankshares, Inc. to realize a tax benefit of $1.8 million for 2020, resulting in a greater proportional benefit from the operating loss in the first six months of 2020.

Operating Expense Performance

Management views the GAAP efficiency ratio as an important financial measure of expense performance and cost management. The ratio expresses the level of non-interest expense as a percentage of total revenue (net interest income plus total non-interest income). Lower ratios indicate improved productivity.

Non-GAAP Financial Measures

The Company also uses a traditional efficiency ratio that is a non-GAAP financial measure of operating expense control and efficiency of operations. Management believes that its traditional efficiency ratio better focuses attention on the operating performance of the Company over time than does a GAAP efficiency ratio, and is highly useful in comparing period-to-period operating performance of the Company’s core business operations. It is used by management as part of its assessment of its performance in managing non-interest expense. However, this measure is supplemental, and is not a substitute for an analysis of performance based on GAAP measures. The reader is cautioned that the non-GAAP efficiency ratio used by the Company may not be comparable to GAAP or non-GAAP efficiency ratios reported by other financial institutions.

In general, the efficiency ratio is non-interest expense as a percentage of net interest income plus non-interest income. Non-interest expense used in the calculation of the non-GAAP efficiency ratio excludes merger and acquisition expense, the amortization of intangibles, and other non-core expenses, such as early prepayment penalties on FHLB advances. Income for the non-GAAP efficiency ratio includes the favorable effect of tax-exempt income, and excludes securities gains and losses, which vary widely from period to period without appreciably affecting operating expenses, and other non-recurring gains (if any). The measure is different from the GAAP efficiency ratio, which also is presented in this report. The GAAP measure is calculated using non-interest expense and income amounts as shown on the face of the Condensed Consolidated Statements of Income. The GAAP efficiency ratio for the first six months of 2021 was 48.98% compared to 64.36% for the first six months of 2020. The decrease from the prior year to the current for the six months ended June 30 was due to the prior year's inclusion of merger and acquisition expense, in addition to the prepayment penalties on FHLB advances. The GAAP and non-GAAP efficiency ratios are reconciled and provided in the following table. The non-GAAP efficiency ratio for the first six months of 2021 was 44.01% compared to 48.21% for the first six months of 2020. The improvement in the current year’s non-GAAP efficiency ratio compared to the prior year was the result of the 29% growth in non-GAAP revenue, which outpaced the 18% growth in non-GAAP non-interest expense.

In addition, the Company uses pre-tax, pre-provision income adjusted for merger and acquisition expense as a measure of the level of recurring income before taxes. Management believes this provides financial statement users with a useful metric of the run-rate of revenues and expenses that is readily comparable to other financial institutions. This measure is calculated by adjusting the provision for credit losses, merger and acquisition expense and the provision for income taxes from net income. This metric increased by 40% in the first six months of 2021 compared to the same period for 2020, due primarily to the acquisition driven increase in net interest income and significant increases in various categories of non-interest income which offset the increases in non-interest expense as staffing and operating costs increased.

The Company has presented core earnings, core earnings per share, core return on average assets and core return on average tangible common equity in order to present metrics that are more comparable to prior periods to provide an indication of the core performance of the Company year over year. Core earnings reflect net income exclusive of the provision for credit losses, provision for unfunded loan commitments, merger and acquisition expense, amortization of intangible assets, loss on FHLB redemptions, and investment securities gains, in each case net of tax. Core earnings were $112.1 million ($2.36 per diluted common share) for the six months ended June 30, 2021, compared to $81.5 million ($2.00 per diluted common share) for the six months ended June 30, 2020. Average tangible assets and average tangible common equity represents average assets and average stockholders’ equity, respectively, adjusted for average goodwill and average intangible assets, net. The ROA for the

first six months of 2021 was 2.09% compared to (0.08)% for the same period of the prior year. ROTCE was 24.35% for the first six months of 2021 compared to (1.00)% for the first six months of 2020. For the six months ended June 30, 2021, the non-GAAP core ROA was 1.77% compared to 1.52% for the same period in the prior year. The non-GAAP core ROTCE was 20.56% for the first six months of 2021 compared to 18.68% for the first six months of 2020.

GAAP and Non-GAAP Efficiency Ratios and Measures


	Six Months Ended June 30,
(Dollars in thousands)	2021			2020
Pre-tax pre-provision pre-merger income:
Net income/ (loss)	$	132,727		$	(4,351)
Plus/ (less) non-GAAP adjustments:

Merger and acquisition expense	45			23,908
Income tax expense/ (benefit)	42,808			(5,048)
Provision/ (credit) for credit losses	(38,912)			83,155
Pre-tax pre-provision pre-merger income	$	136,668		$	97,664

Efficiency ratio (GAAP):
Non-interest expense	$	131,148		$	133,184

Net interest income plus non-interest income	$	267,771		$	206,940

Efficiency ratio (GAAP)	48.98		%	64.36		%

Efficiency ratio (non-GAAP):
Non-interest expense	$	131,148		$	133,184
Less non-GAAP adjustments:
Amortization of intangible assets	3,356			2,598
Loss on FHLB redemption	9,117			5,928

Merger and acquisition expense	45			23,908
Non-interest expense - as adjusted	$	118,630		$	100,750

Net interest income plus non-interest income	$	267,771		$	206,940
Plus non-GAAP adjustment:
Tax-equivalent income	1,910			2,433
Less non-GAAP adjustment:
Securities gains	129			381

Net interest income plus non-interest income - as adjusted	$	269,552		$	208,992

Efficiency ratio (non-GAAP)	44.01		%	48.21		%

GAAP and Non-GAAP Performance Ratios


	Six Months Ended June 30,
(Dollars in thousands)	2021			2020
Core earnings (non-GAAP):
Net income/ (loss)	$	132,727		$	(4,351)
Plus/ (less) non-GAAP adjustments (net of tax):
Provision/ (credit) for credit losses	(28,989)			61,992
Provision/ (credit) for credit losses on unfunded loan commitments	(886)			—
Merger and acquisition expense	34			17,823
Amortization of intangible assets	2,500			1,937
Loss on FHLB redemption	6,792			4,419
Investment securities gains	(96)			(284)
Core earnings (non-GAAP)	$	112,082		$	81,536

Core earnings per common share (non-GAAP):
Weighted-average common shares outstanding - diluted (GAAP)	47,469,470			40,826,748



Earnings per diluted common share (GAAP)	$	2.77		$	(0.11)
Core earnings per diluted common share (non-GAAP)	$	2.36		$	2.00

Core return on average assets (non-GAAP):
Average assets (GAAP)	$	12,797,068		$	10,799,840



Return on average assets (GAAP)	2.09		%	(0.08)		%
Core return on average assets (non-GAAP)	1.77		%	1.52		%

Core return on average tangible common equity (non-GAAP):





Average total stockholders' equity (GAAP)	$	1,500,642		$	1,260,298
Average goodwill	(370,223)			(360,549)
Average other intangible assets, net	(31,056)			(22,074)
Average tangible common equity (non-GAAP)	$	1,099,363		$	877,675

Return on average tangible common equity (GAAP)	24.35		%	(1.00)		%
Core return on average tangible common equity (non-GAAP)	20.56		%	18.68		%

Results of Operations

For the Three Months Ended June 30, 2021 Compared to the Three Months Ended June 30, 2020

For the second quarter of 2021 the Company realized net income of $57.3 million ($1.19 per diluted common share) compared to net loss of $14.3 million ($0.31 per diluted common share) for the second quarter of 2020 and net income of $75.5 million ($1.58 per diluted common share) for the previous quarter. The results from the second quarter of the prior year reflected the combined impact of merger and acquisition expense associated with the acquisition of Revere in that quarter, the impact of the Covid-19 pandemic on the economic forecast used in the determination of the allowance for credit losses, and the provision for credit losses associated with the Revere acquisition.

Net Interest Income

Net interest income increased $6.5 million or 6% for the second quarter of 2021 compared to the second quarter of 2020, as a result of the 49% reduction in interest expense during the preceding twelve months. During this period, as general market interest rates declined significantly, interest income remained stable while interest expense on deposits, notably money market and time deposits, declined, resulting in a $6.6 million decrease in interest expense. Interest expense on interest-bearing deposits declined $8.4 million, which was partially offset by the $1.8 million increase in interest expense on borrowings. The increase in borrowing costs occurred due to the prior year's inclusion of $5.8 million for accelerated amortization of the purchase premium on FHLB advances due to the prepayment of those borrowings. Excluding the accelerated amortization, borrowing cost would have been lower by $4.0 million in the second quarter of 2021. Net interest income for the quarter included $13.2 million for the PPP program, of which $10.4 million represented origination fees.

The net interest margin for the current quarter was 3.63%, compared to the net interest margin for the second quarter of 2020 of 3.47%. Compared to the prior year’s quarter, the yield on $12.0 billion of average interest-earning assets was 3.86% compared to 3.92% on average interest-earning assets of $11.9 billion for the prior year quarter. The average rate paid on interest-bearing liabilities for the current quarter declined to 0.37% compared to 0.65% for the prior year quarter. Excluding the net $0.8 million impact from the amortization of the fair value marks derived from acquisitions, the net interest margin for the current quarter would have been 3.60% compared to the adjusted net interest margin of 3.19% for the second quarter of 2020.

Average interest-earning assets increased by 1% and average interest-bearing liabilities decreased by 12% in the second quarter of 2021 compared to the second quarter of 2020. The decrease in average interest-bearing liabilities was driven by the 73% decrease in average borrowings, specifically from the prepayment of advances from the FHLB and repayment of federal funds purchased during the past year. In the second quarter of 2021, as compared to the same quarter of the prior year, average interest-bearing deposits increased 4% and noninterest-bearing deposits increased 25% in the second quarter of 2021. The percentage of average noninterest-bearing deposits to total average deposits increased to 35% in the current quarter compared to 31% in the second quarter of 2020. The primary cause of the increase in average noninterest-bearing deposits was the PPP program and its impact on commercial loans and noninterest-bearing deposits, and the growth in core deposit relationships. At June 30, 2021 and 2020, average total loans comprised 86% and 83% of average interest-earning assets with an average yield of 4.22% and 4.32%, respectively. The average yield on investment securities decreased to 1.87% for the quarter ended June 30, 2021, from 2.54% at June 30, 2020. The decline in the overall average yield on interest-earning assets from 3.92% at June 30, 2020 to 3.86% at June 30, 2021, was driven by downward movement of market interest rates. The impact of the decline in the yield on average interest-earning assets was partially mitigated by the 28 basis point decline in the average rate paid on average interest-bearing liabilities, as the rate paid decreased from 0.65% for the second quarter of 2020 to 0.37% for the second quarter of 2021. During this period, the 53 basis point decline in the average rate paid on interest-bearing deposits was the result of the reduction in rates paid on money market savings and time deposits. While the general market rate decline affected deposit rates, the average rate paid on time deposits declined further as a result of amortization of the fair value mark associated with the Revere acquisition. Excluding the amortization of all fair value marks, the average rate paid on total average interest-bearing liabilities was 0.44%.


Consolidated Average Balances, Yields and Rates
	Three Months Ended June 30,
	2021						2020
(Dollars in thousands and tax-equivalent)	Average Balances		Interest (1)		Annualized Average Yield/Rate		Average Balances		Interest (1)		Annualized Average Yield/Rate
Assets:
Commercial investor real estate loans	$	3,675,119	$	38,411	4.19	%	$	3,448,882	$	38,426	4.48	%
Commercial owner-occupied real estate loans	1,663,543		19,360		4.67		1,681,674		19,794		4.73
Commercial AD&C loans	1,089,287		10,819		3.98		969,251		10,886		4.52
Commercial business loans	2,225,885		25,248		4.55		1,899,264		19,426		4.11
Total commercial loans	8,653,834		93,838		4.35		7,999,071		88,532		4.45
Residential mortgage loans	994,899		8,634		3.47		1,208,566		11,259		3.73
Residential construction loans	176,135		1,562		3.56		162,978		1,691		4.17
Consumer loans	468,686		4,183		3.58		575,734		5,341		3.73
Total residential and consumer loans	1,639,720		14,379		3.51		1,947,278		18,291		3.78
Total loans (2)	10,293,554		108,217		4.22		9,946,349		106,823		4.32
Loans held for sale	66,958		549		3.28		53,312		405		3.04
Taxable securities	1,052,229		4,373		1.66		1,164,490		7,045		2.42
Tax-advantaged securities	430,676		2,567		2.38		234,096		1,824		3.12
Total investment securities (3)	1,482,905		6,940		1.87		1,398,586		8,869		2.54
Interest-bearing deposits with banks	193,749		47		0.10		522,469		155		0.12
Federal funds sold	535		—		0.10		416		—		0.10
Total interest-earning assets	12,037,701		115,753		3.86		11,921,132		116,252		3.92

Less: allowance for credit losses	(130,734)						(118,863)
Cash and due from banks	97,813						181,991
Premises and equipment, net	55,718						60,545
Other assets	737,857						858,351
Total assets	$	12,798,355					$	12,903,156

Liabilities and Stockholders' Equity:
Interest-bearing demand deposits	$	1,400,661	$	226	0.06	%	$	1,067,487	$	457	0.17	%
Regular savings deposits	476,999		66		0.06		367,191		73		0.08
Money market savings deposits	3,364,348		1,254		0.15		2,890,842		3,396		0.47
Time deposits	1,658,203		2,305		0.56		2,281,434		8,358		1.47
Total interest-bearing deposits	6,900,211		3,851		0.22		6,606,954		12,284		0.75
Other borrowings	155,792		43		0.11		713,965		600		0.34
Advances from FHLB	73,626		373		2.03		775,767		(2,123)		(1.08)
Subordinated debentures	227,027		2,510		4.42		230,223		2,652		4.61
Total borrowings	456,445		2,926		2.57		1,719,955		1,129		0.27
Total interest-bearing liabilities	7,356,656		6,777		0.37		8,326,909		13,413		0.65

Noninterest-bearing demand deposits	3,763,135						3,007,222
Other liabilities	154,689						178,481
Stockholders' equity	1,523,875						1,390,544
Total liabilities and stockholders' equity	$	12,798,355					$	12,903,156

Tax-equivalent net interest income and spread			$	108,976	3.49	%			$	102,839	3.27	%
Less: tax-equivalent adjustment			930						1,325
Net interest income			$	108,046					$	101,514

Interest income/earning assets					3.86	%					3.92	%
Interest expense/earning assets					0.23						0.45
Net interest margin					3.63	%					3.47	%

(1)Tax-equivalent income has been adjusted using the combined marginal federal and state rate of 25.50% and 25.45% for 2021 and 2020, respectively. The annualized taxable-equivalent adjustments utilized in the above table to compute yields aggregated to $0.9 million and $1.3 million in 2021 and 2020, respectively.

(2)Non-accrual loans are included in the average balances.

(3)Investments available-for-sale are presented at amortized cost.

Interest Income

The Company's total tax-equivalent interest income remained stable for the second quarter of 2021 compared to the prior year quarter. The previous table reflects the 1% growth in average interest-earning assets over the prior year quarter as average total loans grew 3% and average investment securities grew 6%. The growth in average interest-earning assets was partially offset by the 63% reduction in interest-bearing deposits with banks as excess liquidity was applied to reduced borrowings. Mortgage loans decreased as a result of sales in the secondary market of the majority of loan originations during the past twelve months. Consumer loans, principally home equity loans and lines, also declined as a result of refinancing activity during the year.

The average yield on interest-earning assets declined to 3.86% for the current quarter compared to 3.92% for the same period of the prior year. The average yields on loans and investment securities for the current quarter decreased by 10 and 67 basis points, respectively, compared to the prior year quarter as market rates declined during the period. The amortization of the fair value premiums negatively impacted the current quarter’s yield on average loans by one basis point. The decrease in the yield on investments was driven by the decline in yields during the year as proceeds from maturities and calls were reinvested in securities at the lower available rates. The combined decrease in the yield on loans and the investment portfolio resulted in the 6 basis point decline in the yield on interest-earning assets from period to period. Excluding the amortization of fair value marks, the yield on interest-earning assets would have been 3.87%. Interest income for the current quarter included $13.2 million in interest income from PPP loans of which $10.4 million represented origination fees, as compared to $6.0 million and $4.0 million, respectively, for the prior year quarter.

Interest Expense

Interest expense decreased 49% in the second quarter of 2021 compared to the second quarter of 2020. The decrease from period to period was attributable to two factors: the decline in general market rates that occurred over the previous twelve months and the impact of the amortization of the acquisition fair value marks. As a result of the general decline in market interest rates, the average rate on interest-bearing liabilities for the current quarter, driven by the decline in deposit rates, declined to 0.37% from 0.65% as compared to the prior year quarter. After excluding the fair value amortization, the average rate paid on interest-bearing liabilities would have been 0.44%. The combined impact of the general decline in market rates and amortization of fair value marks resulted in the 0.22% average rate paid on interest-bearing deposits for the current quarter compared to 0.75% for the same period of the prior year. The main driver in the 53 basis point decline in the average rate paid on interest-bearing deposits in the current quarter versus in the prior year quarter were the notable decreases in the rates paid on money market savings and time deposits. Contributing to the decline in the average rate paid on deposits was the $1.1 million in amortization of fair value marks on time deposits for the current quarter. Excluding the amortization of the fair value marks, the average rate paid on interest-bearing deposits would have been 0.29%. The average rate paid also benefited from the growth in average noninterest-bearing deposits that increased to 35% of average deposits in the current quarter compared to 31% in the prior year’s second quarter.

Non-interest Income

Non-interest income amounts and trends are presented in the following table for the periods indicated:


	Three Months Ended June 30,				2021/2020		2021/2020
(Dollars in thousands)	2021		2020		$ Change		% Change
Securities gains	$	71	$	212	$	(141)	(66.5)	%
Service charges on deposit accounts	1,976		1,223		753		61.6
Mortgage banking activities	5,776		8,426		(2,650)		(31.5)
Wealth management income	9,121		7,604		1,517		20.0
Insurance agency commissions	1,247		1,188		59		5.0
Income from bank owned life insurance	705		809		(104)		(12.9)
Bank card fees	1,785		1,257		528		42.0
Other income	5,578		2,205		3,373		153.0
Total non-interest income	$	26,259	$	22,924	$	3,335	14.5

Total non-interest income increased $3.3 million or 15% during the current quarter compared to the same quarter of the prior year, as wealth management income grew 20% and service charges on deposit accounts increased 62%. Bank card fees grew 42% compared to the prior year quarter. Other non-interest income also grew 153% or $3.3 million compared to the prior year.

Further detail by type of non-interest income follows:

•Service charges on deposit accounts increased 62% in the second quarter of 2021, compared to the second quarter of 2020. The growth reflects the impact of the prior year's temporary suspension of certain service fees as well as lower transaction volume in the prior year, both a resulting reaction to the COVID-19 pandemic.

•Income from mortgage banking activities decreased by $2.7 million or 31% in the second quarter of 2021 as compared to the second quarter of 2020 reflecting the impact of increased market rates and lower origination volume during the current quarter.

•Wealth management income increased 20% for the second quarter of 2021, as compared to the second quarter of 2020. The growth in wealth management income reflects the continued positive impact of the RPJ acquisition in 2020 in addition to the performance in the financial markets and the expansion of the wealth management client base. Trust service fees increased 21% compared to the second quarter of 2020 driven by investment management fee income. Overall total assets under management increased to $5.7 billion at June 30, 2021 compared to $4.5 billion at June 30, 2020.

•Income from bank owned life insurance decreased by $0.1 million in the second quarter of 2021, compared to the second quarter of 2020 which included mortality proceeds of $0.1 million.

•Bank card income increased 42% in the second quarter of 2021, compared to the second quarter of 2020, due to a rise in consumer transaction volume.

•Other non-interest income increased $3.4 million or 153% in the second quarter of 2021, compared to the second quarter of 2020, primarily as a result of the combination of the full payoff of a purchased credit deteriorated loan and activity-based contractual vendor incentives.

Non-interest Expense

Non-interest expense amounts and trends are presented in the following table for the periods indicated:


	Three Months Ended June 30,				2021/2020		2021/2020
(Dollars in thousands)	2021		2020		$ Change		% Change
Salaries and employee benefits	$	38,990	$	34,297	$	4,693	13.7	%
Occupancy expense of premises	5,497		5,991		(494)		(8.2)
Equipment expense	3,020		3,219		(199)		(6.2)
Marketing	1,052		729		323		44.3
Outside data services	2,260		2,169		91		4.2
FDIC insurance	1,450		1,378		72		5.2
Amortization of intangible assets	1,659		1,998		(339)		(17.0)
Merger and acquisition expense	—		22,454		(22,454)		(100.0)
Professional fees and services	3,165		1,840		1,325		72.0
Other expenses	5,882		11,363		(5,481)		(48.2)
Total non-interest expense	$	62,975	$	85,438	$	(22,463)	(26.3)

Total non-interest expense decreased $22.5 million or 26% for the second quarter of 2021, compared to the prior year quarter. The prior year's non-interest expense included $22.5 million in merger and acquisition expense, as well as $5.9 million in prepayment penalties from the liquidation of acquired FHLB borrowings. Salary and benefit expense increased $4.7 million and professional fees and services increased $1.3 million. Occupancy and equipment expense decreased 8% compared to the prior year. The cost savings from the post-acquisition location rationalization was offset by increases in advertising costs, outside data services and FDIC insurance. Further detail of significant changes in the levels of non-interest expense by category follows:

•Salaries and employee benefits, the largest component of non-interest expenses, increased 14% in the second quarter of 2021 compared to the same period of the prior year, as a result of staffing increases associated with strategic business initiatives and incentives earned from mortgage loan production and volume-based based commission compensation.

•Occupancy and equipment expenses for the quarter decreased a combined 8% compared to the prior year quarter as a result of the decreased depreciation and rental expense due to the post-acquisition reduction of banking locations.

•Marketing expense increased 44% compared to the prior year as a result of increased advertising initiatives.

•Professional fees and services increased 72% from the prior year quarter due primarily to increased consulting fees.

•Amortization of intangible assets decreased primarily as a result of the decline in the amortization expense for the core deposit intangible asset recognized in the prior year's Revere transaction.

•Other non-interest expense declined 48.2% as a result of the prior year quarter's inclusion of prepayment penalties from the liquidation of acquired FHLB borrowings, compared to the absence of prepayment penalties in the current year quarter.

Income Taxes

The Company had income tax expense of $18.3 million in the second quarter of 2021, compared to an income tax benefit of $5.3 million in the second quarter of 2020. The resulting effective tax rate declined to 24.2% for the second quarter of 2021 compared to an effective tax rate of 27.2% for the second quarter of 2020 as a result of the impact of recurring permanent tax benefits for each respective period.

Operating Expense Performance

Non-GAAP Financial Measures

The GAAP efficiency ratio in the second quarter of 2021 decreased to 46.89% compared to 68.66% for the second quarter of 2020, as the prior year period included merger and acquisition expense of $22.5 million and $5.9 million of prepayment penalties on FHLB borrowings. The GAAP and non-GAAP efficiency ratios are reconciled and provided in the following table. The non-GAAP efficiency ratio was 45.36% in the second quarter of 2021 compared to 43.85% in the second quarter of 2020. The change in the current year’s non-GAAP efficiency ratio compared to the prior year, was the result of the 8% rate of growth in non-GAAP revenue which outpaced the 11% growth in the non-GAAP non-interest expense.

Pre-tax, pre-provision income, excluding merger and acquisition expense, increased 16% for the second quarter of 2021 compared to the second quarter of 2020, driven by the positive impact that the decrease in interest expense had on net interest income, in addition to the impact of the increase in other non-interest income.

The Company recorded net income of $57.3 million ($1.19 per diluted common share) in the current quarter compared to a net loss of $14.3 million ($0.31 per diluted common share) for the second quarter of 2020. At June 30, 2021, core earnings were $55.1 million ($1.16 per diluted common share), compared to $51.9 million ($1.10 per diluted common share) for the quarter ended June 30, 2020. Average tangible assets and average tangible common equity represents average assets and average stockholders’ equity, respectively, adjusted for average goodwill and average intangible assets, net. ROA was 1.79% for the three months ended June 30, 2021 compared to (0.45)% for the prior year quarter. ROTCE was 20.44% for the quarter ended June 30, 2021 compared to (5.80)% for the second quarter of 2020. For the three months ended June 30, 2021, the non-GAAP core ROA was 1.73% compared to 1.62% for the prior year quarter. The non-GAAP core ROTCE was 19.68% for the quarter ended June 30, 2021 compared to 20.81% for the prior year quarter.

GAAP and Non-GAAP Efficiency Ratios and Measures


	Three Months Ended June 30,
(Dollars in thousands)	2021			2020
Pre-tax pre-provision pre-merger income:
Net income/ (loss)	$	57,263		$	(14,338)
Plus non-GAAP adjustments:

Merger and acquisition expense	—			22,454
Income tax expense/ (benefit)	18,271			(5,348)
Provision/ (credit) for credit losses	(4,204)			58,686
Pre-tax pre-provision pre-merger income	$	71,330		$	61,454

Efficiency ratio (GAAP):
Non-interest expense	$	62,975		$	85,438

Net interest income plus non-interest income	$	134,305		$	124,438

Efficiency ratio (GAAP)	46.89		%	68.66		%

Efficiency ratio (non-GAAP):
Non-interest expense	$	62,975		$	85,438
Less non-GAAP adjustments:
Amortization of intangible assets	1,659			1,998
Loss on FHLB redemption	—			5,928

Merger and acquisition expense	—			22,454
Non-interest expense - as adjusted	$	61,316		$	55,058

Net interest income plus non-interest income	$	134,305		$	124,438
Plus non-GAAP adjustment:
Tax-equivalent income	930			1,325
Less non-GAAP adjustment:
Securities gains	71			212

Net interest income plus non-interest income - as adjusted	$	135,164		$	125,551

Efficiency ratio (non-GAAP)	45.36		%	43.85		%

GAAP and Non-GAAP Performance Ratios


	Three Months Ended June 30,
(Dollars in thousands)	2021			2020
Core earnings (non-GAAP):
Net income (GAAP)	$	57,263		$	(14,338)
Plus/ (less) non-GAAP adjustments (net of tax):
Provision/ (credit) for credit losses	(3,132)			43,750
Provision/ (credit) for credit losses on unfunded loan commitments	(181)			—
Merger and acquisition expense	—			16,739
Amortization of intangible assets	1,236			1,490
Loss on FHLB redemption	—			4,419
Investment securities gains	(53)			(158)
Core earnings (non-GAAP)	$	55,133		$	51,902

Core earnings per common share (non-GAAP):
Weighted-average common shares outstanding - diluted (GAAP)	47,523,198			46,988,351



Earnings per diluted common share (GAAP)	$	1.19		$	(0.31)
Core earnings per diluted common share (non-GAAP)	$	1.16		$	1.10

Core return on average assets (non-GAAP):
Average assets (GAAP)	$	12,798,355		$	12,903,156



Return on average assets (GAAP)	1.79		%	(0.45)		%
Core return on average assets (non-GAAP)	1.73		%	1.62		%

Core return on average tangible common equity (non-GAAP):





Average total stockholders' equity (GAAP)	$	1,523,875		$	1,390,544
Average goodwill	(370,223)			(355,054)
Average other intangible assets, net	(30,224)			(32,337)
Average tangible common equity (non-GAAP)	$	1,123,428		$	1,003,153

Return on average tangible common equity (GAAP)	20.44		%	(5.80)		%
Core return on average tangible common equity (non-GAAP)	19.68		%	20.81		%

FINANCIAL CONDITION

The Company’s total assets were $12.9 billion at June 30, 2021, as compared to $12.8 billion at December 31, 2020. During this period, total loans declined to $10.1 billion at June 30, 2021, compared to $10.4 billion at December 31, 2020. The majority of the decline in loans occurred in the commercial business loan portfolio due to the forgiveness of PPP loans, and to a lesser extent, the residential mortgage loan portfolio. From December 31, 2020 to June 30, 2021, total deposits increased 8% as noninterest-bearing deposits experienced growth of 20% and interest-bearing deposits grew 2%. Deposit growth was also positively affected by the influx of funds from the second round of the PPP program, as loan funds were placed in existing deposit accounts at the Bank. The growth in deposits resulted in the loan to deposit ratio declining to 92.9% at June 30, 2021 from 103.7% at December 31, 2020.

Loans

Excluding PPP loans, total loans declined by $125.6 million or 1% to $9.2 billion at June 30, 2021 from $9.3 billion at year-end 2020. This decline, excluding PPP loans, was driven by a 9% decline in commercial business loans, a 13% decline in residential mortgage loans and a 12% reduction in consumer loans. The overall decline in the loan portfolio was partially mitigated by the 3% growth in commercial real estate loans. The decline in commercial business loans was a reflection of the high level of early pay-offs coupled with lower loan production in the first half of 2021. The decline in residential mortgage loans occurred as the majority of loan originations have been sold in the secondary market. Consumer loans decreased as consumers liquidated their home equity lines and loans via the refinancing of existing mortgage loans or upon the purchase of another home. At June 30, 2021 the remaining outstanding principal balance of PPP loans was $897.2 million. As of June 30, 2021, 4,126 PPP loans totaling $651.2 million have been forgiven and an additional $49.1 million have been repaid by borrowers.

Analysis of Loans

A comparison of the loan portfolio at the dates indicated is presented in the following table:


	June 30, 2021				December 31, 2020				Period-to-Period Change
(Dollars in thousands)	Amount		%		Amount		%		Amount		%
Commercial real estate:
Commercial owner-occupied real estate	$	3,712,374	36.8	%	$	3,634,720	34.9	%	$	77,654	2.1	%
Commercial investor real estate	1,687,843		16.7		1,642,216		15.8		45,627		2.8
Commercial AD&C	1,126,960		11.2		1,050,973		10.1		75,987		7.2
Commercial business	1,974,366		19.6		2,267,548		21.8		(293,182)		(12.9)
Total commercial loans	8,501,543		84.3		8,595,457		82.6		(93,914)		(1.1)
Residential real estate:
Residential mortgage	960,527		9.5		1,105,179		10.6		(144,652)		(13.1)
Residential construction	172,869		1.7		182,619		1.8		(9,750)		(5.3)
Consumer	457,576		4.5		517,254		5.0		(59,678)		(11.5)
Total residential and consumer loans	1,590,972		15.7		1,805,052		17.4		(214,080)		(11.9)
Total loans	$	10,092,515	100.0	%	$	10,400,509	100.0	%	$	(307,994)	(3.0)

At the end of the current quarter, loans with an aggregate balance of $216.3 million remain in deferral status, of which non-accrual loans comprised $41.6 million. Currently, 94% of loans that had been granted modifications/deferrals due to pandemic-related financial stress have returned to their original payment plans.

Analysis of Investment Securities

The composition of investment securities at the periods indicated is presented in the following table:


	June 30, 2021				December 31, 2020				Period-to-Period Change
(Dollars in thousands)	Amount		%		Amount		%		Amount		%
Investments available-for-sale:
U.S. treasuries and government agencies	$	47,905	3.2	%	$	43,297	3.1	%	$	4,608	10.6	%
State and municipal	359,468		24.3		390,367		27.6		(30,899)		(7.9)
Mortgage-backed and asset-backed	1,026,181		69.2		904,432		64.0		121,749		13.5
Corporate debt	7,472		0.5		9,925		0.7		(2,453)		(24.7)


Total available-for-sale securities	1,441,026		97.2		1,348,021		95.4		93,005		6.9

Other equity:
Federal Reserve Bank stock	34,028		2.3		38,650		2.7		(4,622)		(12.0)
Federal Home Loan Bank of Atlanta stock	6,392		0.5		26,433		1.9		(20,041)		(75.8)
Other equity securities	677		—		677		—		—		—
Total other equity securities	41,097		2.8		65,760		4.6		(24,663)		(37.5)
Total securities	$	1,482,123	100.0	%	$	1,413,781	100.0	%	$	68,342	4.8

The investment portfolio consists primarily of U.S. Treasuries, U.S. Agency securities, U.S. Agency mortgage-backed securities, U.S. Agency collateralized mortgage obligations, asset-backed securities and state and municipal securities. The portfolio is monitored on a continuing basis with consideration given to interest rate trends and the structure of the yield curve and with a frequent assessment of economic projections and analysis. At June 30, 2021, 98% of the investment portfolio was invested in Aaa/AAA or Aa/AA-rated securities. The duration of the portfolio is monitored to ensure the adequacy and ability to meet liquidity demands. At June 30, 2021 the duration of the portfolio increased to 4.9 years compared to 4.2 years at December 31, 2020, a result of the re-investment of cash flows from the portfolio due to maturities in the current year. The portfolio possesses low credit risk and provides a source of liquidity necessary to meet loan and operational demands.

Other Earning Assets

Residential mortgage loans held for sale decreased to $71.1 million at June 30, 2021, compared to $78.3 million at December 31, 2020, as a result of the timing of sales of mortgages. The Company continues to sell the majority of its mortgage loan production in the secondary market. The aggregate of interest-bearing deposits with banks and federal funds sold increased by $318.0 million at June 30, 2021 compared to December 31, 2020, primarily as a result of the cash received from the forgiveness of the PPP loans.

Deposits

The composition of deposits for the periods indicated is presented in the following table:


	June 30, 2021				December 31, 2020				Period-to-Period Change
(Dollars in thousands)	Amount		%		Amount		%		Amount		%
Noninterest-bearing deposits	$	4,000,636	36.8	%	$	3,325,547	33.1	%	$	675,089	20.3	%
Interest-bearing deposits:
Demand	1,413,990		13.0		1,292,164		12.9		121,826		9.4
Money market savings	3,319,395		30.5		3,339,645		33.3		(20,250)		(0.6)
Regular savings	487,336		4.5		418,051		4.2		69,285		16.6
Time deposits of less than $100,000	451,877		4.2		509,919		5.1		(58,042)		(11.4)
Time deposits greater than $100,000 and less than $250,000	764,865		7.0		670,717		6.7		94,148		14.0
Time deposits of $250,000 or more	428,367		4.0		477,026		4.7		(48,659)		(10.2)
Total interest-bearing deposits	6,865,830		63.2		6,707,522		66.9		158,308		2.4
Total deposits	$	10,866,466	100.0	%	$	10,033,069	100.0	%	$	833,397	8.3

Deposits and Borrowings

Total deposits increased by 8% to $10.9 billion at June 30, 2021 from $10.0 billion at December 31, 2020. This increase was positively affected by the influx of funds from the re-initiated PPP program in the first quarter of 2021, as a portion of the

$446.0 million in PPP loan fundings were placed in existing deposit accounts at the Bank until utilized by the respective borrowers, and to a lesser extent growth in core deposit relationships. As a result, noninterest-bearing deposits increased 20% and interest-bearing deposits increased 2%. At June 30, 2021, interest-bearing deposits represented 63% of deposits with the remaining 37% in noninterest-bearing balances, compared to 67% and 33%, respectively, at December 31, 2020. Growth of interest-bearing deposits from December 31, 2020 through June 30, 2021 occurred in demand deposits and regular savings accounts, the result of PPP fundings deposited principally in commercial deposit accounts. Total time deposits and money market accounts remained relatively stable during this period.

Capital Management

Management monitors historical and projected earnings, dividends, and asset growth, as well as risks associated with the various types of on and off-balance sheet assets and liabilities, in order to determine appropriate capital levels. Total stockholders' equity was $1.6 billion at June 30, 2021 compared to $1.5 billion at December 31, 2020. The ratio of average equity to average assets was 11.73% for the six months ended June 30, 2021, as compared to 11.67% for the six months ended June 30, 2020.

Risk-Based Capital Ratios

Bank holding companies and banks are required to maintain capital ratios in accordance with guidelines adopted by the federal bank regulators. These guidelines are commonly known as risk-based capital guidelines. The actual regulatory ratios and required ratios for capital adequacy are summarized for the Company in the following table.


	Ratios at		Minimum Regulatory Requirements
	June 30, 2021	December 31, 2020
Tier 1 leverage	9.49%	8.92%	4.00%

Common equity tier 1 capital to risk-weighted assets	12.47%	10.58%	4.50%

Tier 1 capital to risk-weighted assets	12.47%	10.58%	6.00%

Total capital to risk-weighted assets	15.82%	13.93%	8.00%

As of June 30, 2021, the most recent notification from the Bank’s primary regulator categorized the Bank as a "well-capitalized" institution under the prompt corrective action rules of the Federal Deposit Insurance Act. Designation as a well-capitalized institution under these regulations is not a recommendation or endorsement of the Company or the Bank by federal bank regulators.

The minimum capital level requirements applicable to the Company and the Bank are: (1) a common equity Tier 1 capital ratio of 4.5%; (2) a Tier 1 capital ratio of 6%; (3) a total capital ratio of 8%; and (4) a Tier 1 leverage ratio of 4%. The rules also establish a “capital conservation buffer” of 2.5% above the regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital. An institution would be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses to executive officers if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

The increases in the ratios at June 30, 2021 from December 31, 2020 were driven by the year-to-date net income coupled with a decline in risk-based assets during the period. During 2020, the Company elected to apply the provisions of the CECL deferral transition in the determination of its risk-based capital ratios. At June 30, 2021, the impact of the application of this deferral transition provided an additional $14.0 million in Tier 1 capital and resulted in raising the common equity Tier 1 ratio by 15 basis points.

Tangible Common Equity

Tangible common equity, tangible assets, and tangible book value per share are non-GAAP financial measures calculated using GAAP amounts. Tangible common equity and tangible assets exclude the balances of goodwill and other intangible assets. Management believes that this non-GAAP financial measure provides information to investors that may be useful in understanding our financial condition. Because not all companies use the same calculation of tangible common equity and tangible assets, this presentation may not be comparable to other similarly titled measures calculated by other companies.

Tangible common equity at June 30, 2021 was $1.2 billion, compared to $1.1 billion December 31, 2020. At June 30, 2021, the ratio of tangible common equity to tangible assets has increased to 9.28% compared to 8.61% at December 31, 2020. The increase in the tangible common equity ratio ("TCE ratio") was caused primarily by the growth of tangible common equity, which grew at 9% due to earnings growth during the first six months of 2021 versus the 1% growth in tangible assets.

A reconciliation of total stockholders’ equity to tangible common equity and total assets to tangible assets along with tangible book value per share, book value per share and related non-GAAP tangible common equity ratio are provided in the following table:

Tangible Common Equity Ratio – Non-GAAP


(Dollars in thousands, except per share data)	June 30, 2021			December 31, 2020
Tangible common equity ratio:
Total stockholders' equity	$	1,562,280		$	1,469,955
Goodwill	(370,223)			(370,223)
Other intangible assets, net	(29,165)			(32,521)
Tangible common equity	$	1,162,892		$	1,067,211

Total assets	$	12,925,577		$	12,798,429
Goodwill	(370,223)			(370,223)
Other intangible assets, net	(29,165)			(32,521)
Tangible assets	$	12,526,189		$	12,395,685

Tangible common equity ratio	9.28		%	8.61		%

Outstanding common shares	47,312,982			47,056,777

Tangible book value per common share	$	24.58		$	22.68
Book value per common share	$	33.02		$	31.24

Credit Risk

The fundamental lending business of the Company is based on understanding, measuring and controlling the credit risk inherent in the loan portfolio. The Company’s loan portfolio is subject to varying degrees of credit risk. Credit risk entails both general risks, which are inherent in the process of lending, and risk specific to individual borrowers. The Company’s credit risk is mitigated through portfolio diversification, which limits exposure to any single customer, industry or collateral type. Typically, each consumer and residential lending product has a generally predictable level of credit losses based on historical loss experience. Residential mortgage and home equity loans and lines generally have the lowest credit loss experience. Loans secured by personal property, such as auto loans, generally experience medium credit losses. Unsecured loan products, such as personal revolving credit, have the highest credit loss experience and, for that reason, the Company has chosen not to engage in a significant amount of this type of lending. Credit risk in commercial lending can vary significantly, as losses as a percentage of outstanding loans can shift widely during economic cycles and are particularly sensitive to changing economic conditions. Generally, improving economic conditions result in improved operating results on the part of commercial customers, enhancing their ability to meet their particular debt service requirements. Improvements, if any, in operating cash flows can be offset by the impact of rising interest rates that may occur during improved economic times. Inconsistent economic conditions may have an adverse effect on the operating results of commercial customers, reducing their ability to meet debt service obligations.

Loans acquired as a part of an acquisition transaction with evidence of more-than-insignificant credit deterioration since their origination as of the date of the acquisition are considered “purchased credit deteriorated” or “PCD” loans and are recorded at their initial fair values. The identification of loans that have experienced a more-than-insignificant deterioration in credit quality since their origination requires judgment and an assessment of a number of factors. For further discussion regarding the acquired loans, including PCD loans, refer to that section of Note 1 - Significant Accounting Policies in the Notes to the Condensed Consolidated Financial Statements.

To control and manage credit risk, management has a credit process in place to reasonably ensure that credit standards are maintained along with an in-house loan administration, accompanied by oversight and review procedures. The primary purpose of loan underwriting is the evaluation of specific lending risks and involves the analysis of the borrower’s ability to service the debt as well as the assessment of the value of the underlying collateral. Oversight and review procedures include monitoring the credit quality of the portfolio, providing early identification of potential problem credits and proactive management of problem credits.

The Company recognizes a lending relationship as non-performing when either the loan becomes 90 days delinquent or as a result of factors, such as bankruptcy, interruption of cash flows, etc., considered at the monthly credit committee meeting. Classification as a non-accrual loan is based on a determination that the Company may not collect all principal and/or interest payments according to contractual terms. When a loan is placed on non-accrual status all accrued but unpaid interest is reversed from interest income. Typically, all payments received on non-accrual loans are first applied to the remaining principal balance of the loans. Any additional recoveries are credited to the allowance up to the amount of all previous charge-offs.

The level of non-performing loans to total loans was 0.93% at June 30, 2021, compared to 0.77% at June 30, 2020, and 1.11% at December 31, 2020. At June 30, 2021, non-performing loans totaled $94.3 million, compared to $79.9 million at June 30, 2020, and $115.5 million at December 31, 2020. Non-performing loans include non-accrual loans, accruing loans 90 days or more past due and restructured loans. The year-over-year growth in non-performing loans was driven by two major components: loans placed on non-accrual status and acquired Revere non-accrual loans. Loans placed on non-accrual during the current quarter amounted to $1.5 million compared to $27.3 million for the prior year quarter and $0.4 million for the first quarter of 2021. Loans in non-accrual status at quarter end included a few large borrowings within the hospitality sector with an aggregate balance of $40.9 million. These large loans, which are collateral dependent, had individual reserves amounting to $5.7 million at June 30, 2021.

While the diversification of the lending portfolio among different commercial, residential and consumer product lines along with different market conditions of the D.C. suburbs, Northern Virginia and Baltimore metropolitan area has mitigated some of the risks in the portfolio, local economic conditions and levels of non-performing loans may continue to be influenced by the conditions being experienced in various business sectors of the economy on both a regional and national level. As noted, risks, uncertainties and various other factors related to the COVID-19 pandemic includes the impact on the economy and the businesses of our borrowers and their ability to remit contractual payments on their obligations to the Company in a timely manner. The current ability to predict the outcome or impact of the remedial actions and stimulus measures adopted by the government on the economic well-being of our borrowers and the manifestations of all these factors including the future performance aspect of the credit portfolio remains uncertain.

The Company’s methodology for evaluating whether a loan shall be placed on non-accrual status begins with risk-rating credits on an individual basis and includes consideration of the borrower’s overall financial condition, payment record and available cash resources that may include the sufficiency of collateral value and, in a select few cases, verifiable support from financial guarantors. In measuring a specific allowance, the Company looks primarily to the value of the collateral (adjusted for estimated costs to sell) or projected cash flows generated by the operation of the collateral as the primary sources of repayment of the loan. The Company may consider the existence of guarantees and the financial strength and wherewithal of the guarantors involved in any loan relationship. Guarantees may be considered as a source of repayment based on the guarantor’s financial condition and payment capacity. Accordingly, absent a verifiable payment capacity, a guarantee alone would not be sufficient to avoid classifying the loan as non-accrual.

Management has established a credit process that dictates that structured procedures be performed to monitor these loans between the receipt of an original appraisal and the updated appraisal. These procedures include the following:

•An internal evaluation is updated periodically to include borrower financial statements and/or cash flow projections.

•The borrower may be contacted for a meeting to discuss an updated or revised action plan which may include a request for additional collateral.

•Re-verification of the documentation supporting the Company’s position with respect to the collateral securing the loan.

•At the monthly credit committee meeting the loan may be downgraded and a specific allowance may be decided upon in advance of the receipt of the appraisal.

•Upon receipt of the updated appraisal (or based on an updated internal financial evaluation) the loan balance is compared to the appraisal and a specific allowance is decided upon for the particular loan, typically for the amount of the difference between the appraised value (adjusted for estimated costs to sell) and the loan balance.

•Evaluation of whether adverse changes in the value of the collateral are expected over the remainder of the loan’s expected life.

•The Company will individually assess the allowance for credit losses based on the fair value of the collateral for any collateral dependent loans where the borrower is experiencing financial difficulty or when the Company determines that the foreclosure is probable. The Company will charge-off the excess of the loan amount over the fair value of the collateral adjusted for the estimated selling costs.

Loans considered to be troubled debt restructurings (“TDRs”) are loans that have their terms restructured (e.g., interest rates, loan maturity date, payment and amortization period, etc.) in circumstances that provide payment relief to a borrower experiencing financial difficulty. All restructured collateral-dependent loans are individually assessed for allowance for credit losses and may either be in accruing or non-accruing status. Non-accruing restructured loans may return to accruing status provided doubt has been removed concerning the collectability of principal and interest as evidenced by a sufficient period of payment performance in accordance with the restructured terms. Loans may be removed from the restructured category if the borrower is no longer experiencing financial difficulty, a re-underwriting event took place and the revised loan terms of the subsequent restructuring agreement are considered to be consistent with terms that can be obtained in the credit market for loans with comparable risk.

The CARES Act provided financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time during the COVID-19 pandemic. Federal regulatory agencies issued a joint statement that provided further guidance on loan modifications related to COVID-19. The CARES Act provided for extensions of up to 180 days in the delay of loan principal and/or interest payments for customers who are affected by the COVID-19 pandemic. These customers must meet certain criteria, such as they were in good standing and not more than 30 days past due prior to the pandemic, as well as other requirements noted in the regulatory agencies’ revised statement. In some cases, customers received a second and third accommodation. The initial period to request payment accommodation expired on December 31, 2020. However, recently passed legislation has extended this request period to December 31, 2021. Based on the guidance noted above, the Company does not classify the COVID-19 loan modifications as TDRs, nor are the customers considered past due with regards to their delayed payments. Upon exiting the loan modification deferral program, the measurement of loan delinquency will resume where it left off upon entry into the program.

In an effort to provide for relief to borrowers that have suffered financial hardship due to the COVID-19 pandemic, the Company granted accommodations in the form of payment deferrals on over 2,600 loans with an aggregate balance of $2.1 billion. At June 30, 2021, loans with payment accommodation amounted to $216 million or 2% of the total loan portfolio, excluding PPP loans. Accommodations on commercial loans comprised $207 million or 96% of the total accommodations at June 30, 2021. Applying the stipulated criteria for both rounds of the PPP program, at June 30, 2021, the Company had approved and funded over 8,500 loans for a total of $1.6 billion in PPP loans to businesses. The Company has ceased taking applications for PPP Loans. Loans originated under the program are 100% guaranteed by the Small Business Administration. At June 30, 2021 the remaining outstanding principal balance of PPP loans was $897.2 million. As of June 30, 2021, 4,126 PPP loans totaling $651.2 million have been forgiven and an additional $49.1 million have been repaid by borrowers.

The Company may extend the maturity of a performing or current loan that may have some inherent weakness associated with the loan. However, the Company generally follows a policy of not extending maturities on non-performing loans under existing terms. Maturity date extensions only occur under revised terms that clearly place the Company in a position to increase the likelihood of or assure full collection of the loan under the contractual terms and/or terms at the time of the extension that may eliminate or mitigate the inherent weakness in the loan. These terms may incorporate, but are not limited to additional assignment of collateral, significant balance curtailments/liquidations and assignments of additional project cash flows. Guarantees may be a consideration in the extension of loan maturities. As a general matter, the Company does not view the extension of a loan to be a satisfactory approach to resolving non-performing credits. On an exception basis, certain performing loans that have displayed some inherent weakness in the underlying collateral values, an inability to comply with certain loan covenants which are not affecting the performance of the credit or other identified weakness may be extended.

The Company typically sells a substantial portion of its fixed-rate residential mortgage originations in the secondary mortgage market. Concurrent with such sales, the Company is required to make customary representations and warranties to the purchasers about the mortgage loans and the manner in which they were originated. The related sale agreements grant the purchasers recourse back to the Company, which could require the Company to repurchase loans or to share in any losses incurred by the purchasers. This recourse exposure typically extends for a period of six to twelve months after the sale of the loan although the time frame for repurchase requests can extend for an indefinite period. Such transactions could be due to a number of causes including borrower fraud or early payment default. The Company has seen a very limited number of repurchase and indemnity demands from purchasers for such events and routinely monitors its exposure in this regard. The Company maintains a liability of $0.6 million for possible losses due to repurchases.

The Company periodically engages in whole loan sale transactions of its residential mortgage loans as a part its interest rate risk management strategy. There were no whole loan sales of mortgage loans from the portfolio during the current year.

Mortgage loan servicing rights are accounted for at amortized cost and are monitored for impairment on an ongoing basis. The amortized cost of the Company's mortgage loan servicing rights was $0.5 million at June 30, 2021 compared to $0.6 million at December 31, 2020.

Analysis of Credit Risk

The following table presents information with respect to non-performing assets and 90-day delinquencies as of the periods indicated:


(Dollars in thousands)	June 30, 2021			December 31, 2020
Non-accrual loans:
Commercial real estate:
Commercial investor real estate	$	42,072		$	45,227
Commercial owner-occupied real estate	8,183			11,561
Commercial AD&C	14,489			15,044
Commercial business	9,435			22,933
Residential real estate:
Residential mortgage	9,440			10,212
Residential construction	62			—
Consumer	7,718			7,384
Total non-accrual loans	91,399			112,361

Loans 90 days past due:
Commercial real estate:
Commercial investor real estate	—			133
Commercial owner-occupied real estate	—			—
Commercial AD&C	—			—
Commercial business	—			161
Residential real estate:
Residential mortgage	680			480
Residential construction	—			—
Consumer	—			—
Total 90 days past due loans	680			774

Restructured loans (accruing)	2,228			2,317
Total non-performing loans	94,307			115,452
Other real estate owned, net	1,234			1,455
Total non-performing assets	$	95,541		$	116,907

Non-performing loans to total loans	0.93		%	1.11		%
Non-performing assets to total assets	0.74		%	0.91		%
Allowance for credit losses to non-performing loans	131.44		%	143.23		%

The following table discloses information on the credit quality of originated loans, acquired Revere loans and total loans:


	June 30, 2021
(Dollars in thousands)	Originated Loans			Revere Acquired Loans			Total Loans
Performing loans:
Current	$	8,012,392		$	1,942,591		$	9,954,983
30-59 days	16,581			17,918			34,499
60-89 days	2,230			6,496			8,726
Total performing loans	8,031,203			1,967,005			9,998,208
Non-performing loans:
Non-accrual loans	53,667			37,732			91,399
Loans greater than 90 days past due	680			—			680
Restructured loans	2,228			—			2,228
Total non-performing loans	56,575			37,732			94,307
Total loans	$	8,087,778		$	2,004,737		$	10,092,515

Non-performing loans to total loans	0.70		%	1.88		%	0.93		%
Allowance for credit losses to non-performing loans	163.51		%	83.37		%	131.44		%

Allowance for Credit Losses

The allowance for credit losses represents management’s estimate of the portion of the Company’s loans’ amortized cost basis not expected to be collected over the loans’ contractual life. As a part of the credit oversight and review process, the Company maintains an allowance for credit losses (the “allowance”). The following allowance section should be read in conjunction with “Allowance for Credit Losses” section in Note 1 – Significant Accounting Policies in the Notes to the Condensed Consolidated Financial Statements. The Company excludes accrued interest from the measurement of the allowance as the Company has a non-accrual policy to reverse any accrued, uncollected interest income when loans are placed on non-accrual status.

The appropriateness of the allowance is determined through ongoing evaluation of the credit portfolio, and involves consideration of a number of factors. Determination of the allowance is inherently subjective and requires significant estimates, including consideration of current conditions and future economic forecasts, which may be susceptible to significant volatility. The amount of expected losses can vary significantly from the amounts actually observed. Loans deemed uncollectible are charged off against the allowance, while recoveries are credited to the allowance when received. Management adjusts the level of the allowance through the provision for credit losses in the Condensed Consolidated Statement of Income.

The provision for credit losses for the six months ended June 30, 2021 amounted to a credit of $38.9 million as compared to a charge of $83.2 million for the same period in 2020. For the six months ended June 30, 2021, the credit for the provision for credit losses, compared to the prior year's charge to the provision, reflects the impact of the improvement in the most recent forecasted economic metrics, most notably the rate of unemployment and anticipated business bankruptcies. Other economic metrics and factors also contributed to growth in the current period's credit to the provision, which were partially offset by qualitative factors applied in the determination of the allowance. The portion of the $38.9 million credit to provision directly attributable to the significant improvement in the economic forecast amounted to a credit of approximately $54.0 million. The remainder of the changes to the provision reflected the impact of changes in interest rates, existing terms, qualitative factors, individual reserves, portfolio composition and portfolio maturities. The charge to the provision for credit losses for the same period in 2020 predominantly reflected the combined results of the impact of the deteriorated economic forecasts during the first six months of 2020 and the initial allowance on acquired Revere non-purchased credit deteriorated loans.

At June 30, 2021, the allowance for credit losses was $124.0 million as compared to $165.4 million at December 31, 2020. The allowance for credit losses as a percent of total loans was 1.23% and 1.59% at June 30, 2021 and December 31, 2020, respectively. The allowance for credit losses represented 131% of non-performing loans at June 30, 2021 as compared to 143% at December 31, 2020. The allowance attributable to the commercial portfolio represented 1.32% of total commercial loans while the portion attributable to total combined consumer and mortgage loans was 0.72%. With respect to the total commercial portion of the allowance, 22% of this portion is allocated to the commercial business loan portfolio, resulting in the ratio of the allowance for commercial business loans to total commercial business loans of 1.26%. The ratio of the allowance attributable to ADC loans was 2.38% at the end of the current quarter. Excluding the PPP loans, which do not have an associated allowance,

the allowance for credit losses as percentage of total loans outstanding would be 1.34% and associated allowance to the commercial business portfolio would be 2.26%.

The current methodology for assessing the appropriate allowance includes: (1) a collective quantified reserve that reflects the Company’s historical default and loss experience adjusted for expected economic conditions over a reasonable and supportable forecast period and the Company’s prepayment and curtailment rates, (2) collective qualitative factors that consider concentrations of the loan portfolio, expected changes to the economic forecasts, large lending relationships, early delinquencies, and factors related to credit administration, including, among others, loan-to-value ratios, borrowers’ risk rating and credit score migrations, and (3) individual allowances on collateral-dependent loans where borrowers are experiencing financial difficulty or where the Company determined that foreclosure is probable. Under the current methodology, the impact of the utilization of the historical default and loss experience results in 69% of the total allowance being attributable to the historical performance of the portfolio while 31% of the allowance is attributable to the collective qualitative factors applied to determine the allowance.

The quantified collective portion of the allowance is determined by pooling loans into segments based on the similar risk characteristics of the underlying borrowers, in addition to consideration of collateral type, industry and business purpose of the loans. The Company selected two collective methodologies, the discounted cash flows and weighted average remaining life methodologies. Segments utilizing the discounted cash flow method are further sub-segmented based on the risk level (determined either by risk ratings or Beacon Scores). Collective calculation methodologies use the Company’s historical default and loss experience adjusted for future economic forecasts. The reasonable and supportable forecast period represents a two year economic outlook for the applicable economic variables. Following the end of the reasonable and supportable forecast period expected losses revert back to the historical mean over the next two years on a straight-line basis.

Economic variables which have the most significant impact on the allowance include:

•unemployment rate;

•number of business bankruptcies; and

•house price index.

The collective quantified component of the allowance is supplemented by a qualitative component to address various risk characteristics of the Company’s loan portfolio including:

•trends in early delinquencies;

•changes in the risk profile related to large loans in the portfolio;

•concentrations of loans to specific industry segments;

•expected changes in economic conditions;

•changes in the Company’s credit administration and loan portfolio management processes; and

•the quality of the Company’s credit risk identification processes.

The individual reserve assessment is applied to collateral dependent loans where borrowers are experiencing financial difficulty or when the Company determined that foreclosure is probable. The determination of the fair value of the collateral depends on whether a repayment of the loan is expected to be from the sale or the operation of the collateral. When repayment is expected from the operation of the collateral, the Company uses the present value of expected cash flows from the operation of the collateral as the fair value. When repayment of the loan is expected from the sale of the collateral the fair value of the collateral is based on an observable market price or the appraised value less estimated cost to sell. During the individual reserve assessment, management also considers the potential future changes in the value of the collateral over the remainder of the loan’s life. The balance of collateral-dependent loans individually assessed for the allowance was $76.9 million, with individual allowances of $16.3 million against those loans at June 30, 2021.

If an updated appraisal is received subsequent to the preliminary determination of an individual allowance or partial charge-off, and it is less than the initial appraisal used in the initial assessment, an additional individual allowance or charge-off is taken on the related credit. Partially charged-off loans are not written back up based on updated appraisals and always remain on non-accrual with any and all subsequent payments first applied to the remaining balance of the loan as principal reductions. No interest income is recognized on loans that have been partially charged-off.

A current appraisal on large loans is usually obtained if the appraisal on file is more than 12 months old and there has been a material change in market conditions, zoning, physical use or the adequacy of the collateral based on an internal evaluation. The Company’s policy is to strictly adhere to regulatory appraisal standards. If an appraisal is ordered, no more than a 30 day turnaround is requested from the appraiser, who is selected by Credit Administration from an approved appraiser list. After receipt of the updated appraisal, the assigned credit officer will recommend to the Chief Credit Officer whether an individual allowance or a charge-off should be taken. The Chief Credit Officer has the authority to approve an individual allowance or

charge-off between monthly credit committee meetings to ensure that there are no significant time lapses during this process. The Company's borrowers are concentrated in nine counties in Maryland, three counties in Virginia and in Washington D.C. Excluding the PPP loans, commercial and residential mortgages, including home equity loans and lines, represented 88% of total loans at June 30, 2021 compared to 87% at December 31, 2020. Certain loan terms may create concentrations of credit risk and increase the Company’s exposure to loss. These include terms that permit the deferral of principal payments or payments that are smaller than normal interest accruals (negative amortization); loans with high loan-to-value ratios; loans, such as option adjustable-rate mortgages, that may expose the borrower to future increases in repayments that are in excess of increases that would result solely from increases in market interest rates; and interest-only loans. The Company does not make loans that provide for negative amortization or option adjustable-rate mortgages.

Summary of Loan Credit Loss Experience

The following table presents the activity in the allowance for credit losses for the periods indicated:


	Six Months Ended			Year Ended
(Dollars in thousands)	June 30, 2021			December 31, 2020
Balance, January 1	$	165,367		$	56,132
Initial allowance on PCD loans at adoption of ASC 326	—			2,762
Transition impact of adopting ASC 326	—			2,983
Initial allowance on acquired Revere PCD loans	—			18,628
Provision/ (credit) for credit losses	(38,912)			85,669
Loan charge-offs:
Commercial real estate:
Commercial investor real estate	—			(411)
Commercial owner-occupied real estate	—			—
Commercial AD&C	—			—
Commercial business	(3,291)			(491)
Residential real estate:
Residential mortgage	—			(484)
Residential construction	—			—
Consumer	(194)			(433)
Total charge-offs	(3,485)			(1,819)
Loan recoveries:
Commercial real estate:
Commercial investor real estate	171			15
Commercial owner-occupied real estate	—			—
Commercial AD&C	—			—
Commercial business	298			702
Residential real estate:
Residential mortgage	281			105
Residential construction	1			6
Consumer	240			184
Total recoveries	991			1,012
Net charge-offs	(2,494)			(807)
Balance, period end	$	123,961		$	165,367

Annualized net charge-offs to average loans	0.05		%	0.01		%
Allowance for credit losses to loans	1.23		%	1.59		%

Market Risk Management

The Company's net income is largely dependent on its net interest income. Net interest income is susceptible to interest rate risk to the extent that interest-bearing liabilities mature or re-price on a different basis than interest-earning assets. When interest-bearing liabilities mature or re-price more quickly than interest-earning assets in a given period, a significant increase in market rates of interest could adversely affect net interest income. Similarly, when interest-earning assets mature or re-price more quickly than interest-bearing liabilities, falling interest rates could result in a decrease in net interest income. Net interest

income is also affected by changes in the portion of interest-earning assets that are funded by interest-bearing liabilities rather than by other sources of funds, such as noninterest-bearing deposits and stockholders' equity.

The Company’s interest rate risk management goals are (1) to increase net interest income at a growth rate consistent with the growth rate of total assets, and (2) to minimize fluctuations in net interest income as a percentage of interest-earning assets. Management attempts to achieve these goals by balancing, within policy limits, the volume of floating-rate liabilities with a similar volume of floating-rate assets; by keeping the average maturity of fixed-rate asset and liability contracts reasonably matched; by maintaining a pool of administered core deposits; and by adjusting pricing rates to market conditions on a continuing basis.

The Company’s board of directors has established a comprehensive interest rate risk management policy, which is administered by management’s Asset Liability Management Committee (“ALCO”). The policy establishes limits on risk, which are quantitative measures of the percentage change in net interest income (a measure of net interest income or “NII” at risk) and the fair value of equity capital (a measure of economic value of equity or “EVE” at risk) resulting from a hypothetical change in U.S. Treasury interest rates for maturities from one day to thirty years. The Company measures the potential adverse impacts that changing interest rates may have on its short-term earnings, long-term value, and liquidity by employing simulation analysis through the use of computer modeling. The simulation model captures optionality factors such as call features and interest rate caps and floors embedded in investment and loan portfolio contracts. As with any method of gauging interest rate risk, there are certain shortcomings inherent in the interest rate modeling methodology used by the Company. When interest rates change, actual movements in different categories of interest-earning assets and interest-bearing liabilities, loan prepayments, and withdrawals of time and other deposits, may deviate significantly from assumptions used in the model. As an example, certain types of money market deposit accounts are assumed to reprice at 40 to 100% of the interest rate change in each of the up rate shock scenarios even though this is not a contractual requirement. As a practical matter, management would likely lag the impact of any upward movement in market rates on these accounts as a mechanism to manage the Company's net interest margin. Finally, the methodology does not measure or reflect the impact that higher rates may have on adjustable-rate loan customers’ ability to service their debts, or the impact of rate changes on demand for loan and deposit products.

The Company prepares a current base case and multiple alternative simulations at least once per quarter and reports the analysis to the board of directors. In addition, more frequent forecasts are produced when interest rates are particularly uncertain or when other business conditions so dictate.

The statement of condition is subject to quarterly testing for eight alternative interest rate shock possibilities to indicate the inherent interest rate risk. Average interest rates are shocked by +/- 100, 200, 300, and 400 basis points (“bp”), although the Company may elect not to use particular scenarios that it determines are impractical in a current rate environment. It is management’s goal to structure the statement of condition so that net interest income at risk over a twelve-month period and the economic value of equity at risk do not exceed policy guidelines at the various interest rate shock levels.

The Company augments its quarterly interest rate shock analysis with alternative external interest rate scenarios on a monthly basis. These alternative interest rate scenarios may include non-parallel rate ramps and non-parallel yield curve twists. If a measure of risk produced by the alternative simulations of the entire statement of condition violates policy guidelines, ALCO is required to develop a plan to restore the measure of risk to a level that complies with policy limits within two quarters.

Measures of net interest income at risk produced by simulation analysis are indicators of an institution’s short-term performance in alternative rate environments. These measures are typically based upon a relatively brief period, usually one year. They do not necessarily indicate the long-term prospects or economic value of the institution.


Estimated Changes in Net Interest Income
Change in Interest Rates:	+ 400 bp	+ 300 bp	+ 200 bp	+ 100 bp	- 100 bp	- 200 bp	-300 bp	-400 bp
Policy Limit	23.50%	17.50%	15.00%	10.00%	10.00%	15.00%	17.50%	23.50%
June 30, 2021	7.32%	5.38%	3.82%	1.67%	N/A	N/A	N/A	N/A
December 31, 2020	3.94%	2.90%	2.14%	0.85%	N/A	N/A	N/A	N/A

As reflected in the table above, the measures of net interest income at risk at June 30, 2021 rose in every rising interest rate change scenario compared to December 31, 2020. As the table indicates, in a rising interest rate environment, net interest income sensitivity increased compared to December 31, 2020. The change in the net interest income at risk is the result of increased asset sensitivity due to the increase in interest-bearing deposits with banks and the reduction in FHLB advances during the period. At June 30, 2021, all measures remained well within prescribed policy limits.

The measures of equity value at risk indicate the ongoing economic value of the Company by considering the effects of changes in interest rates on all of the Company’s cash flows, and by discounting the cash flows to estimate the present value of assets and liabilities. The difference between these discounted values of the assets and liabilities is the economic value of equity, which, in theory, approximates the fair value of the Company’s net assets.


Estimated Changes in Economic Value of Equity
Change in Interest Rates:	+ 400 bp	+ 300 bp	+ 200 bp	+ 100 bp	- 100 bp	- 200 bp	-300 bp	-400 bp
Policy Limit	35.00%	25.00%	20.00%	10.00%	10.00%	20.00%	25.00%	35.00%
June 30, 2021	(9.88%)	(5.64%)	(1.65%)	0.76%	N/A	N/A	N/A	N/A
December 31, 2020	(10.98%)	(6.27%)	(1.90%)	0.33%	N/A	N/A	N/A	N/A

Overall, the measure of the economic value of equity ("EVE") at risk decreased in all of the rising rate scenarios from December 31, 2020 to June 30, 2021. Decreases in the risk associated with EVE during the period have been driven primarily by the increase in demand deposits, lower costs for money market deposits and the reduction in FHLB advances.

Liquidity Management

Liquidity is measured by a financial institution's ability to raise funds through loan repayments, maturing investments, deposit growth, borrowed funds, capital and the sale of highly marketable assets such as investment securities and residential mortgage loans. In assessing liquidity, management considers operating requirements, the seasonality of deposit flows, investment, loan and deposit maturities and calls, expected funding of loans and deposit withdrawals, and the market values of available-for-sale investments, so that sufficient funds are available on short notice to meet obligations as they arise and to ensure that the Company is able to pursue new business opportunities. The Company's liquidity position, considering both internal and external sources available, exceeded anticipated short-term and long-term needs at June 30, 2021.

Liquidity is measured using an approach designed to take into account core deposits, in addition to factors already discussed above. Management considers core deposits, defined to include all deposits other than brokered and outsourced deposits and certain time deposits of $250 thousand or more, to be a relatively stable funding source. Core deposits equaled 83% of total interest-earning assets at June 30, 2021. The Company’s growth and mortgage banking activities are also additional considerations when evaluating liquidity requirements. Also considered are changes in the liquidity of the investment portfolio due to fluctuations in interest rates. Under this approach, implemented by the Funding and Liquidity Subcommittee of ALCO under formal policy guidelines, the Company’s liquidity position is measured weekly, looking forward at thirty day intervals from thirty (30) to three hundred sixty (360) days. The measurement is based upon the projection of funds sold or purchased position, along with ratios and trends developed to measure dependence on purchased funds and core growth. At June 30, 2021, the Company’s liquidity and funds availability provides it with flexibility in funding loan demand and other liquidity demands.

The Company also has external sources of funds available that can be drawn upon when required. The main sources of external liquidity are available lines of credit with the FHLB and the Federal Reserve Bank. The line of credit with the FHLB totaled $3.9 billion, all of which was available for borrowing based on pledged collateral, with no outstanding borrowings against it as of June 30, 2021. The secured lines of credit at the Federal Reserve Bank and correspondent banks totaled $452.9 million, all of which was available for borrowing based on pledged collateral, with no borrowings against it as of June 30, 2021. In addition, the Company had unsecured lines of credit with correspondent banks of $1.2 billion at June 30, 2021. At June 30, 2021, there were no outstanding borrowings against these lines of credit. At June 30, 2021 the Company had $0.9 billion available under the PPPLF program. Any borrowing under the program would be secured by guaranteed loans originated under the PPP program. There were no outstanding borrowings under the PPPLF program at June 30, 2021. Based upon its liquidity analysis, including external sources of liquidity available, management believes the liquidity position was appropriate at June 30, 2021.

The parent company (“Bancorp”) is a separate legal entity from the Bank and must provide for its own liquidity. In addition to its operating expenses, Bancorp is responsible for paying any dividends declared to its common shareholders and interest and principal on outstanding debt. Bancorp’s primary source of income is dividends received from the Bank. The amount of dividends that the Bank may declare and pay to Bancorp in any calendar year, without the receipt of prior approval from the Federal Reserve Bank, cannot exceed net income for that year to date period plus retained net income (as defined) for the preceding two calendar years. Based on this requirement, as of June 30, 2021, the Bank could have declared a dividend of up to $167 million to Bancorp. At June 30, 2021, Bancorp had liquid assets of $92.5 million.

Arrangements to fund credit products or guarantee financing take the form of loan commitments (including lines of credit on revolving credit structures) and letters of credit. Approvals for these arrangements are obtained in the same manner as loans.

Generally, cash flows, collateral value and risk assessment are considered when determining the amount and structure of credit arrangements.

Commitments to extend credit in the form of consumer, commercial real estate and business at the dates indicated were as follows:


(In thousands)	June 30, 2021		December 31, 2020
Commercial real estate development and construction	$	462,252	$	871,290
Residential real estate-development and construction	829,073		94,096
Real estate-residential mortgage	92,759		335,288
Lines of credit, principally home equity and business lines	2,873,557		1,947,706
Standby letters of credit	70,155		71,777
Total commitments to extend credit and available credit lines	$	4,327,796	$	3,320,157

Commitments to extend credit are agreements to provide financing to a customer with the provision that there are no violations of any condition established in the agreement. Commitments generally have interest rates determined by current market rates, expiration dates or other termination clauses and may require payment of a fee. Lines of credit typically represent unused portions of lines of credit that were provided and remain available as long as customers comply with the requisite contractual conditions. Commitments to extend credit are evaluated, processed and/or renewed regularly on a case by case basis, as part of the credit management process. The total commitment amount or line of credit amounts do not necessarily represent future cash requirements, as it is highly unlikely that all customers would draw on their lines of credit in full at one time.

As of June 30, 2021, the total reserve for unfunded commitments was $0.4 million and is accounted for in other liabilities in the Consolidated Statements of Financial Condition. See Note 1 – Significant Accounting Policies in the Notes to the Condensed Consolidated Financial Statements for more information on the accounting policy for the allowance for unfunded commitments.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “Financial Condition - Market Risk Management” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, above, which is incorporated herein by reference.

Item 4. CONTROLS AND PROCEDURES

The Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated as of the last day of the period covered by this report, the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15 under the Securities Exchange Act of 1934. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective. There were no changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15 under the Securities Act of 1934) during the three months ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of business, the Company becomes involved in litigation arising from the banking, financial and other activities it conducts. Management, after consultation with legal counsel, does not anticipate that the ultimate liability, if any, arising from these matters will have a material effect on the Company’s financial condition, operating results or liquidity.

Item 1A. Risk Factors

There have been no material changes in the risk factors as discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

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

In December 2020, the Company’s Board of Directors authorized the repurchase of up to 2,350,000 shares of common stock. The Company did not repurchase any shares during the three months ended June 30, 2021.

Item 3. Defaults Upon Senior Securities – None

Item 4. Mine Safety Disclosures – Not applicable

Item 5. Other Information - None

Item 6. Exhibits


Exhibit 31(a)						Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
Exhibit 31(b)						Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
Exhibit 32(a)						Certification of Chief Executive Officer pursuant to 18 U.S. Section 1350
Exhibit 32(b)						Certification of Chief Financial Officer pursuant to 18 U.S. Section 1350
Exhibit 101.SCH						XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB						XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.

SANDY SPRING BANCORP, INC.

(Registrant)

By: /s/ Daniel J. Schrider

Daniel J. Schrider

President and Chief Executive Officer

Date: August 6, 2021

By: /s/ Philip J. Mantua

Philip J. Mantua

Executive Vice President and Chief Financial Officer

Date: August 6, 2021