Document

Easton, Maryland (November 1, 2023) - Shore Bancshares, Inc. (NASDAQ - SHBI) (the “Company” or “Shore Bancshares”), the holding company for Shore United Bank N.A. (the “Bank” or “SUB”) reported financial results for the third quarter and first nine months of 2023. Third quarter results include the successful completion of the merger (the “merger”) on July 1, 2023 with The Community Financial Corporation with total assets exceeding $5.7 billion for the combined company. In the third quarter of 2023, the Company reported a net loss of $6.4 million or $0.19 per diluted common share compared to net income of $4.0 million or $0.20 per diluted common share for the second quarter of 2023, and net income of $9.7 million or $0.49 per diluted common share for the third quarter of 2022. Net income for the first nine months of 2023 was $4.1 million or $0.17 per diluted common share, compared to net income for the first nine months of 2022 of $22.8 million or $1.15 per diluted common share.

■Continued Stable Funding and Liquidity - Total funding, which includes customer deposits, FHLB advances, and brokered deposits increased $1.9 billion from $3.2 billion at June 30, 2023 to $5.1 billion at September 30, 2023. The Bank had no FHLB advances at September 30, 2023. The Bank's uninsured deposits at September 30, 2023 greater than the Federal Deposit Insurance Corporation's ("FDIC") $250,000 insurance limit were $1,009.5 million or 19.76% of total deposits. At September 30, 2023, there were $144.9 million included in uninsured deposits that the Bank secured using the market value of pledged collateral. The Bank's uninsured deposits, excluding the market value of pledged collateral, at September 30, 2023 were $864.6 million or 16.92% of total deposits.

■Increased Allowance for Credit Losses (“ACL”) - The ACL increased during the third quarter of 2023 primarily to account for the TCFC acquisition. Management implemented a new ACL methodology subsequent to the legal merger, increasing the ACL from $29.0 million and 1.05% of total loans at June 30, 2023 to $57.1 million and 1.24% of total loans at September 30, 2023. The Bank's provision for credit losses for the third quarter of 2023 was $28.2 million and consisted of approximately $20.1 million related to the acquisition of TCFC legacy loans, $7.3 million due to the change in ACL methodology on SUB legacy loans and $0.8 million related to third quarter activity. Management believes that the allowance is adequate as of September 30, 2023.

■Continued Solid Asset Quality: Non-accrual loans, OREO and loan modifications to borrowers' experiencing financial difficulties ("BEFDs") were $11.3 million or 0.20% of total assets at September 30, 2023 compared to $3.9 million or 0.11% of total assets at December 31, 2022, and $4.7 million or 0.13% of total assets at June 30, 2023. Classified assets increased $8.4 million to $11.1 million or 0.19% of total assets at September 30, 2023 from $2.7 million or 0.08% of total assets at December 31, 2022. Classified assets are substandard loans and OREO. The increase in classified assets was due to the acquisition of TCFC classified loans of $5.1 million and the Shore legacy classified loans of $5.8 million and OREO of $0.2 million at September 30, 2023. The modest increase in nonperforming and classified assets was the result of a small increase in late payments in consumer loans and a proactive review of larger commercial relationships in the current interest rate environment.

“The merger of Shore Bancshares with TCFC established a dominant community banking franchise that we believe can deliver exceptional financial services to the communities we serve,” stated James (“Jimmy”) M. Burke, President and Chief Executive Officer of Shore Bancshares, Inc. “We believe our increased scale, expanded products, and greater resources will drive growth and create long-term shareholder value. While merger-related expenses and accounting adjustments negatively impacted third quarter earnings, we are pleased with our core operating performance and the opportunities to further enhance our financial results. Since the closing of the merger, we successfully completed our core system conversion in September 2023 and we have reduced headcount and undertaken several cost-saving initiatives that we expect will further reduce expenses in future quarters. We want to thank our associates for their tireless efforts helping customers and their colleagues through the merger close and systems conversion.”

Shore United Bancshares, Inc. acquired TCFC and its wholly-owned subsidiary Community Bank of the Chesapeake (“CBTC”) on July 1 2023. The merger and acquisition method of accounting was used to account for the transaction with the Company as the acquirer. The Company recorded the assets and liabilities of TCFC at their respective fair values as of July 1, 2023. The transaction was valued at approximately $153.6 million and expanded Shore United Bank’s footprint into the Southern Maryland Counties of Charles, St. Mary’s and Calvert and the greater Fredericksburg area in Virginia, which includes, Stafford and Spotsylvania Counties. This acquired market area is one of the fastest growing regions in the country and is home to a mix of federal facilities and industrial and high-tech businesses. These areas boast a strong median household income, low unemployment and projected population growth better than national averages. Based on information from the U.S. Bureau of Labor Statistics, unemployment rates in legacy CBTC’s footprint have historically remained well below the national average.

At the time of the acquisition, TCFC added $2.4 billion in assets, $454.5 million in investments, $1.8 billion in loans, $2.0 billion in deposits, $150.6 million in brokered deposits, $69.0 million in FHLB advances and $32.0 million in subordinated debt and trust preferred debentures. The excess of the fair value of net TCFC assets acquired over the merger consideration resulted in a $12.2 million bargain purchase gain. Subsequent to the merger, the Company sold virtually all of the available-for-sale securities portfolio acquired for net proceeds of $430.0 million and used $380.0 million of the proceeds to reduce FHLB advances and brokered deposits. The TCFC merger led to a 20% dilution in our tangible book value per share which was $11.80 at September 30, 2023 compared to $14.83 at June 30, 2023. The principal cause of the dilution was fair value discount adjustments of approximately $110.0 million to the acquired loan portfolio due to increasing interest rates in the last 12-18 months. The Company’s tangible common equity ratio at September 30, 2023 was 7.00%. The Company’s Tier 1 and Tier 2 Risk-Based Capital Ratios at September 30, 2023 were 9.27% and 11.42%, respectively. The Bank’s Tier 1 and Tier 2 Risk-Based Capital Ratios at September 30, 2023 were 9.97% and 11.20%, respectively. The loan fair value adjustments will accrete back through income (and capital) as the loans mature and should lead to earnings per share accretion moving forward.


	Quarter Ended		Nine Months Ended
(dollars in thousands)	September 30, 2023		September 30, 2023

Bargain purchase gain ("BPG") (1)	$	(12,169)	$	(12,169)

M&A costs and non-recurring transactions (Pre-tax)
ACL provision for CBTC acquired legacy loans (2)	20,073		20,073
ACL provision for change in methodology for SUB legacy loans (2)	7,300		7,300
Transition payment to move securities broker of record (3)	(1,091)		(1,091)
Loss on investment sales (4)	2,166		2,166
Merger related expenses	14,866		16,754
Core deposit intangible amortization	2,634		3,510
Total net M&A costs and non-recurring transaction costs	45,948		48,712

Total BPG and net M&A and non-recurring transaction costs	$	33,779	$	36,543

Total assets were $5.7 billion at September 30, 2023, an increase of $2.2 billion or 64.2% , when compared to $3.5 billion at December 31, 2022. The aggregate increase was primarily due to the merger, with significant increases in loans held for investment of $2.1 billion, or 80.7%, and cash and cash equivalents of $53.2 million, partially offset by an increase in allowance for credit losses of $40.4 million. The ratio of the allowance to total loans increased from 0.65% at December 31, 2022, to 1.05% at June 30, 2023 and 1.24% at September 30, 2023. The increases were due to the adoption of CECL on January 1, 2023 and the merger with TCFC in July 2023. Due to a lack of uniformity of historical data between the legacy banks in their respective models, management implemented a new post merger model methodology. The Bank's provision for credit losses for the third quarter of 2023 was $28.2 million and consisted of approximately $20.1 million related to the acquisition of TCFC legacy loans, $7.3 million due to the change in ACL methodology on SUB legacy loans and $0.8 million related to third quarter activity.

The Company’s tangible common equity ratio at September 30, 2023 was 7.00%. The Company’s Tier 1 and Tier 2 Capital Ratios at September 30, 2023 were 9.27% and 11.42%, respectively. The Bank’s Tier 1 and Tier 2 Capital Ratios at September 30, 2023 were 9.97% and 11.20%, respectively. Non-owner occupied commercial real estate (“CRE”) as a percentage of the Bank’s Tier 1 Capital + ACL at September 30, 2023 and December 31, 2022 were $2.1 billion or 394.5% and $1.0 billion or 289.4%, respectively. Construction loans as a percentage of the Bank’s Tier 1 Capital + ACL at September 30, 2023 and December 31, 2022 were $330.0 million or 62.8% and $246.3 million or 69.9%, respectively.

Total borrowings were $72.0 million at September 30, 2023, a decrease of $11.0 million, or 13.3%, when compared to $83.1 million at December 31, 2022. Total borrowings at September 30, 2023 were comprised of $43.0 million of subordinated debt and $29.1 million of trust preferred debentures. This decrease in total borrowings at September 30, 2023 when compared to December 31, 2022 was primarily due to repayment of $40.0 million in Federal Home Loan Bank (“FHLB”) short-term advances, partially offset by an increase of $29.0 million in subordinated debt and trust preferred debentures from the acquisition of TCFC. The Company's wholesale funding increased $71.0 million, which includes brokered deposits and FHLB advances, from $40.0 million in FHLB advances at December 31, 2022 to $111.0 million in brokered deposits at September 30, 2023. The Bank decreased wholesale funding by $380.0 million during the third quarter of 2023 using proceeds from the sale of TCFC’s securities portfolio after the legal merger date.

Non-interest bearing (NIB) accounts increased from $779.0 million at June 30, 2023 to $1.2 billion at September 30, 2023, and represent 23.7% of total deposits. During the core system conversion in September 2023 there were NIB accounts at CBTC that were mapped to low interest-bearing accounts at the Bank. The balance in these acquired deposit accounts at September 30, 2023 were $138.8 million and were at an average cost of four basis points. In addition, management sold low cost reciprocal deposits during the third quarter of 2023 to manage liquidity and earn additional interest income of $0.4 million, earning greater than a 4.5% yield. These funds are off-balance sheet and totaled $68.7 million at September 30, 2023 of which $53.5 million were at an average rate paid to customers of 0.37%.

Net interest income was $45.6 million for the third quarter of 2023, compared to $22.5 million for the second quarter of 2023 and $27.3 million for the third quarter of 2022. The increase in net interest income when compared to the prior periods was primarily due to the overall increased size of the balance sheet from the merger in the third quarter of 2023 as well as increases in net accretion interest income. Net accretion interest income for the three months ended September 30, 2023, June 30, 2023 and September 30, 2022 was $5.4 million, $0.3 million and $0.5 million, respectively. In addition, interest expense decreased due to lower borrowings when comparing the third quarter of 2023 to the second quarter of 2023, as higher cost average FHLB advances and other borrowings decreased $162.7 million from $305.0 million for the second quarter of 2023 to $142.3 million for the third quarter of 2023.

In general, since late 2022 and throughout 2023, deposits have repriced at a faster rate than loans due to the Federal Reserve Open Market Committee’s increases in short-term interest rates over the last 18 months from 0.25% to 5.50%. However, the Company’s net interest margin increased to 3.35% for the third quarter of 2023 from 2.68% for the second quarter of 2023 due to accretion interest from fair value marks, higher yields on CBTC’s legacy loan portfolio and the paydown of higher cost wholesale funding with the proceeds received from the sale of CBTC’s securities portfolio in July 2023. The Company’s increase in interest-earning asset yields were 68 basis points greater than the increases in the cost of funds for the comparable periods. Comparing the third quarter of 2023 to the second quarter of 2023, the Company’s interest-earning asset yields increased 87 basis points to 5.24% from 4.37%, while the cost funds increased at a slower rate of 19 basis points to 1.95% from 1.76% for the same period. In addition, excluding net accretion interest income for the same time periods, NIM increased 32 basis points to 2.96% for the third quarter of 2023 from 2.64% for the second quarter of 2023.

The Company’s net interest margin decreased to 3.35% for the third quarter of 2023 from 3.38% for the third quarter of 2022 as the increase in funding costs slightly exceeded the additional interest income from accretion interest from fair value marks, higher yields on CBTC’s legacy loan portfolio and the paydown of higher cost wholesale funding with the proceeds received from the sale of CBTC’s securities portfolio in July 2023. The Company’s increase in the cost of funds were seven basis points greater than the increase in interest-earning asset yields for the comparable periods. Comparing the third quarter of 2023 to the third quarter of 2022, the Company’s interest-earning asset yields increased 146 basis points to 5.24% from 3.78%, while the cost funds increased at a faster rate of 153 basis points to 1.95% from 0.42% for the same period.

The provision for credit losses was $28.2 million for the three months ended September 30, 2023. The comparable amounts were $0.7 million for both the three months ended June 30, 2023, and September 30, 2022, respectively. The $28.2 million provision for the third quarter of 2023 reflected approximately $20.1 million related to the acquisition of TCFC legacy loans, $7.3 million due to the change in ACL methodology on SUB legacy loans and $0.8 million related to third quarter activity. The increase in the provision for credit losses when compared to the third quarter of 2022 was also impacted by higher reserves required by the Company’s CECL allowance model as compared to the incurred loss model utilized in 2022. Net charge-offs for the third quarter of 2023 were $1.4 million compared to net charge-offs of $50,000 for the second quarter of 2023 and net recoveries of $119,000 for the third quarter of 2022. Included in the net charge-offs for the third quarter of 2023 were $1.2 million in charge-offs related to the strategic loan sale of $10.7 million in loans that reduced classified assets and CRE concentrations.

At September 30, 2023 and June 30, 2023, nonperforming assets were $11.3 million or 0.20% of total assets and $4.7 million, or 0.13% of total assets, respectively. The balance of nonperforming assets increased primarily due to an increase in nonaccrual loans of $5.5 million, and an increase of $1.1 million in loans 90 days past due and still accruing. When comparing September 30, 2023 to September 30, 2022, nonperforming assets increased $8.5 million, primarily due to increases in nonaccrual loans of $7.0 million and loans 90 days past due and still accruing of $1.5 million. The modest increase in nonperforming assets was the result of assets acquired in the merger, a small increase in late payments in consumer loans and a proactive review of larger commercial relationships in the current interest rate environment.

Total noninterest income for the third quarter of 2023 of $18.3 million increased $13.0 million from $5.3 million for the second quarter of 2023 and increased $13.0 million from $5.3 million for the third quarter of 2022. The increases for both the three months ended June 30, 2023 and September 30, 2022 were primarily due to the bargain purchase gain of $12.2 million and an increase of $1.1 million in trust and investment fee income both the result of the acquisition of TCFC, partially offset by a loss of $2.2 million on the sale of investment securities in the third quarter of 2023. Management sold virtually all of CBTC available for sale investment securities soon after the merger close on July 1, 2023. The $2.2 million loss relates to the difference in the fair values of the securities on July 1, 2023 compared to actual sales proceeds received from the sales on the settlement date.

Total noninterest expense of $47.2 million for the third quarter of 2023 increased $25.6 million or 118.2%, when compared to the second quarter of 2023 expense of $21.6 million and increased $28.3 million or 149.5%, when compared to the third quarter of 2022 expense of $18.9 million. The increases in noninterest expense for the comparable periods were primarily due to merger costs and the addition of headcount and infrastructure, including 11 additional branches, amortization of intangible assets, and processing fees. Excluding merger and acquisition costs and core deposit amortization, of $17.5 million for the third quarter of 2023, $1.6 million for the second quarter of 2023 and $0.7 million for the third quarter of 2022, noninterest expense for the comparable periods was $29.7 million, $20.0 million and $18.2 million, respectively.

Net interest income for the first nine months of 2023 was $93.8 million, an increase of $19.4 million, or 26.1%, when compared to the first nine months of 2022. The increase in net interest income was primarily due to an increase in total interest income of $61.4 million, or 75.2%, which included an increase in interest and fees on loans of $57.0 million, or 79.7%. The increase of interest and fees on loans was primarily due to increases in loan yields and in the average balance of loans of $1.1 billion, or 47.7%, largely due to the merger. Interest on investment securities increased $5.3 million, or 69.8%, primarily due to an increase in the average balance of $127.2 million, or 22.5%. Increases to net interest income were partially offset by increased total interest expense of $42.0 million, or 582.1%, primarily due to increases in the cost of funds and in the average balance of interest-bearing deposits of $547.0 million, or 25.7%, largely due to the merger.

The Company’s net interest margin increased to 3.12% for the first nine months of 2023 from 3.09% for the first nine months of 2022. The increase in the net interest margin was primarily due to an increase in the average balance and rates earned on total earning assets of $800.2 million and 136 basis points, partially offset by an increase in the average balance and rates paid on interest-bearing liabilities of $694.5 million and 185 basis points. For the comparable periods, the cost of funds increased at a similar rate as interest-earning assets or 139 basis points to 1.70% for the nine months ended September 30, 2023 compared to 0.31% for the nine months ended September 30, 2022. Total net accretion income for the first nine months of 2023 was $6.4 million, compared to $1.2 million for the first nine months of 2022. During 2023, until the balance sheet restructuring in the third quarter of 2023, the net interest margin experienced compression due to the Company’s liability sensitive position, the result of deposit rate pressures and significantly higher FHLB borrowing rates.

The statements contained herein that are not historical facts are forward-looking statements (as defined by the Private Securities Litigation Reform Act of 1995) based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. These statements are evidenced by terms such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions. Although these statements reflect management’s good faith beliefs and projections, they are not guarantees of future performance and they may not prove true. These projections involve risk and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: the expected cost savings, synergies and other financial benefits from the acquisition of TCFC or any other acquisition the Company has made or may make might not be realized within the expected time frames or at all; the effect of acquisitions we have made or may make, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions, and/or the failure to effectively integrate an acquisition target into our operations; recent adverse developments in the banking industry highlighted by high-profile bank failures and the potential impact of such developments on customer confidence, liquidity, and regulatory responses to these developments; changes in general economic, political, or industry conditions; geopolitical concerns, including the ongoing wars in Ukraine and the Middle East; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Board of Governors of the Federal Reserve System; inflation/deflation, interest rate, market, and monetary fluctuations; volatility and disruptions in global capital and credit markets; any failures to adequately manage the transition from USD LIBOR as a reference rate; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services; the impact of changes in financial services policies, laws, and regulations, including those concerning taxes, banking, securities, and insurance, and the application thereof by regulatory bodies; cybersecurity threats and the cost of defending against them, including the costs of compliance with potential legislation to combat cybersecurity at a state, national, or global level; climate change, including any enhanced regulatory, compliance, credit and reputational risks and costs; and other factors that may affect our future results. For a discussion of these risks and uncertainties, see the section of the periodic reports filed by Shore Bancshares, Inc. with the Securities and Exchange Commission entitled “Risk Factors.”


	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Dollars in thousands, except per share data)	2023			2022			Change		2023			2022			Change

PROFITABILITY FOR THE PERIOD
Net interest income	$	45,622		$	27,315		67.0	%	$	93,782		$	74,359		26.1	%
Provision for credit losses	28,176			675			4074.2		30,056			1,475			1937.7
Noninterest income	18,337			5,344			243.1		28,966			17,224			68.2
Noninterest expense	47,158			18,899			149.5		89,661			59,323			51.1
(Loss)/Income before income taxes	(11,375)			13,085			(186.9)		3,031			30,785			(90.2)
Income tax (benefit)/expense	(4,991)			3,427			(245.6)		(1,060)			8,016			(113.2)
Net (loss)/income	$	(6,384)		$	9,658		(166.1)		$	4,091		$	22,769		(82.0)

Return on average assets	(0.43)		%	1.11		%	(154)	bp	0.13		%	0.88		%	(75)	bp
Return on average assets excluding amortization of intangibles and merger related expenses - Non-GAAP	0.23			1.17			(94)		0.59			0.96			(37)
Return on average equity	(3.75)			10.72			(1,447)		1.17			8.59			(742)
Return on average tangible equity - Non-GAAP (1), (2)	2.44			13.98			(1,154)		6.66			11.63			(497)
Interest rate spread	2.61			3.18			(57)		2.46			2.95			(49)
Net interest margin	3.35			3.38			(3)		3.12			3.09			3
Efficiency ratio - GAAP	73.73			57.87			1,586		73.04			64.78			826
Efficiency ratio - Non-GAAP (1)	44.80			55.79			(1,099)		55.48			61.80			(632)
Non-interest income to avg assets	1.23			0.62			61		0.89			0.67			22
Non-interest expense to avg assets	3.17			2.18			99		2.76			2.30			46
Net operating expense to avg assets	1.93			1.56			37		1.87			1.63			24

PER SHARE DATA
Basic and diluted net (loss)/ income per common share	$	(0.19)		$	0.49		(138.78)%		$	0.17		$	1.15		(85.22)%

Dividends paid per common share	$	0.12		$	0.12		—	%	$	0.36		$	0.36		—	%
Book value per common share at period end	15.24			17.99			(15.3)
Tangible book value per common share at period end - Non-GAAP (1)	11.80			14.50			(18.6)
Market value at period end	10.52			17.32			(39.3)
Market range:
High	13.37			20.50			(34.8)		18.15			21.41			(15.2)
Low	10.27			17.29			(40.6)		10.27			17.29			(40.6)

AVERAGE BALANCE SHEET DATA
Loans	$	4,562,748		$	2,327,279		96.1	%	$	3,301,926		$	2,235,092		47.7	%
Investment securities	778,744			618,378			25.9		693,382			565,535			22.6
Earning assets	5,404,572			3,210,233			68.4		4,025,597			3,225,417			24.8
Assets	5,911,131			3,444,365			71.6		4,346,735			3,446,941			26.1
Deposits	5,066,886			3,012,658			68.2		3,655,684			3,016,594			21.2
Short-term FHLB advances	70,348			—			—		148,546			10,988			1251.9

Subordinated Debt	71,907			42,953			67.4		52,839			42,878			23.2
Stockholders' equity	674,933			357,383			88.9		467,593			354,549			31.9


	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Dollars in thousands, except per share data)	2023			2022			Change		2023			2022			Change

CREDIT QUALITY DATA
Net charge-offs/(recoveries)	$	1,449		$	(119)		1317.6%		$	1,519		$	(858)		277.0%

Nonaccrual loans	8,982			2,959			203.5%
Loans 90 days past due and still accruing	2,149			1,217			76.6%
Other real estate owned	179			197			(9.1)%
Total nonperforming assets	$	11,310		$	4,373		158.6%

CAPITAL AND CREDIT QUALITY RATIOS
Period-end equity to assets	8.84		%	10.36		%	(152)	bp
Period-end tangible equity to tangible assets - Non-GAAP (1)	7.00			8.52			(152)

Annualized net charge-offs (recoveries) to average loans	0.13		%	(0.02)		%	15	bp	0.06		%	(0.05)		%	11	bp

Allowance for credit losses as a percent of:
Period-end loans	1.24		%	0.68		%	56	bp

Nonaccrual loans	635.17			550.08			8,509
Nonperforming assets	504.43			372.22			13,221



As a percent of total loans:
Nonaccrual loans	0.19		%	0.12		%	7	bp



As a percent of total loans+other real estate owned:
Nonperforming assets	0.24		%	0.18		%	6	bp


As a percent of total assets:
Nonaccrual loans	0.16		%	0.09		%	7	bp
Nonperforming assets	0.20			0.13			7


							September 30, 2023		September 30, 2023
							compared to		compared to
(In thousands, except per share data)	September 30, 2023		December 31, 2022		September 30, 2022		December 31, 2022		September 30, 2022

ASSETS
Cash and due from banks	$	68,097	$	37,661	$	33,814	80.8	%	101.4	%
Interest-bearing deposits with other banks	40,612		17,838		129,492		127.7		(68.6)
Cash and cash equivalents	108,709		55,499		163,306		95.9		(33.4)

Investment securities available for sale (at fair value)	79,143		83,587		86,347		(5.3)		(8.3)
Investment securities held to maturity (net of allowance for credit losses of $126 (2023)) at amortized cost)	523,051		559,455		570,719		(6.5)		(8.4)
Equity securities, at fair value	5,434		1,233		1,222		340.7		344.7
Restricted securities	13,361		11,169		9,894		19.6		35.0
Loans held for sale, at fair value	14,725		4,248		8,342		246.6		76.5

Loans held for investment	4,617,719		2,556,107		2,401,883		80.7		92.3
Less: allowance for credit losses	(57,051)		(16,643)		(16,277)		242.8		(250.5)
Loans, net	4,560,668		2,539,464		2,385,606		79.6		91.2
Premises and equipment, net	81,149		51,488		52,252		57.6		55.3
Goodwill	63,266		63,266		63,281		—		—
Other intangible assets, net	50,685		5,547		6,007		813.7		743.8
Other real estate owned, net	179		197		197		(9.1)		(9.1)
Mortgage servicing rights, at fair value	5,890		5,275		5,321		11.7		10.7
Right of use assets, net	12,741		9,629		9,764		32.3		30.5
Cash surrender value on life insurance	100,950		59,218		58,768		70.5		71.8
Other assets	88,774		28,001		25,778		217.0		244.4
Total assets	$	5,708,725	$	3,477,276	$	3,446,804	64.2		65.6

LIABILITIES
Noninterest-bearing deposits	$	1,211,401	$	862,015	$	893,808	40.5	%	35.5	%
Interest-bearing deposits	3,897,343		2,147,769		2,121,504		81.5		83.7
Total deposits	5,108,744		3,009,784		3,015,312		69.7		69.4

Advances from FHLB - short-term	—		40,000		—		(100.0)		—
Advances from FHLB - long-term	—		—		10,013		—		(100.0)
Guaranteed preferred beneficial interest in junior subordinated debentures ("TRUPS")	29,079		18,398		18,352		58.1		58.5
Subordinated debt	42,956		24,674		24,643		74.1		74.3
Total borrowings	72,035		83,072		53,008		(13.3)		35.9

Lease liabilities	13,082		9,908		10,023		32.0		30.5
Accrued expenses and other liabilities	9,933		10,227		11,240		(2.9)		(11.6)
Total liabilities	$	5,203,794	$	3,112,991	$	3,089,583	67.2		68.4



STOCKHOLDERS' EQUITY
Common stock, par value $0.01; authorized 35,000,000 shares	$	331	$	199	$	199	66.3		66.3
Additional paid in capital	355,575		201,494		201,213		76.5		76.7
Retained earnings	159,134		171,613		165,590		(7.3)		(3.9)
Accumulated other comprehensive loss	(10,109)		(9,021)		(9,781)		(12.1)		(3.4)
Total stockholders' equity	504,931		364,285		357,221		38.6		41.3
Total liabilities and stockholders' equity	$	5,708,725	$	3,477,276	$	3,446,804	64.2		65.6

Period-end common shares outstanding	$	33,136	$	19,865	$	19,858	66.8		66.9
Book value per common share	$	15.24	$	18.34	$	17.99	(16.9)		(15.3)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(In thousands, except per share data)	2023		2022		% Change		2023		2022		% Change

INTEREST INCOME
Interest and fees on loans	$	64,869	$	25,924	150.2	%	$	128,424	$	71,458	79.7	%
Interest on investment securities:
Taxable	5,047		3,186		58.4		12,840		7,562		69.8
Tax-exempt	27		—		—		41		—		—
Interest on federal funds sold	92		—		—		92		—		—
Interest on deposits with other banks	1,213		1,466		(17.3)		1,546		2,546		(39.3)
Total interest income	$	71,248	$	30,576	133.0		$	142,943	$	81,566	75.2

INTEREST EXPENSE
Interest on deposits	$	23,473	$	2,561	816.6		$	40,668	$	5,429	649.1
Interest on short-term borrowings	692		—		—		5,501		2		274,950.0
Interest on long-term borrowings	1,461		700		108.7		2,992		1,776		68.5
Total interest expense	$	25,626	$	3,261	685.8		$	49,161	$	7,207	582.1

NET INTEREST INCOME	$	45,622	$	27,315	67.0		$	93,782	$	74,359	26.1
Provision for credit losses	28,176		675		4074.2		30,056		1,475		1937.7

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES	$	17,446	$	26,640	(34.5)		$	63,726	$	72,884	(12.6)

NONINTEREST INCOME
Service charges on deposit accounts	$	1,505	$	1,509	(0.3)		$	3,981	$	4,306	(7.5)
Trust and investment fee income	1,933		421		359.1		2,764		1,383		99.9
Loss on sales and calls of investment securities	(2,166)		—		—		(2,166)		—		—
Interchange credits	1,557		1,241		25.5		4,081		3,532		15.5
Mortgage-banking revenue	1,377		680		102.5		3,408		3,643		(6.5)
Title Company revenue	89		397		(77.6)		412		1,146		(64.0)
Bargain purchase gain	12,169		—		—		12,169		—		—
Other noninterest income	1,873		1,096		70.9		4,317		3,214		34.3
Total noninterest income	$	18,337	$	5,344	243.1		$	28,966	$	17,224	68.2


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(In thousands, except per share data)	2023		2022		% Change		2023		2022		% Change

NONINTEREST EXPENSE
Salaries and wages	$	14,183	$	8,562	65.7	%	$	31,822	$	27,022	17.8	%
Employee benefits	3,607		2,191		64.6		8,968		7,122		25.9
Occupancy expense	2,245		1,496		50.1		5,463		4,548		20.1
Furniture and equipment expense	750		533		40.7		1,761		1,370		28.5
Data processing	2,485		1,759		41.3		6,022		5,034		19.6
Directors' fees	295		217		35.9		730		617		18.3
Amortization of intangible assets	2,634		499		427.9		3,510		1,528		129.7
FDIC insurance premium expense	618		339		82.3		1,747		1,111		57.2
Other real estate owned, net	2		1		100.0		2		52		(96.2)
Legal and professional fees	1,217		756		61.0		2,926		2,204		32.8
Merger related expenses	14,866		159		9249.7		16,754		1,130		1382.7
Other noninterest expenses	4,256		2,387		78.3		9,956		7,585		31.3
Total noninterest expense	47,158		18,899		149.5		89,661		59,323		51.1

(Loss)/Income before income taxes	(11,375)		13,085		(186.9)		3,031		30,785		(90.2)
Income tax (benefit)/expense	(4,991)		3,427		(245.6)		(1,060)		8,016		(113.2)
NET (LOSS)/INCOME	$	(6,384)	$	9,658	(166.1)		$	4,091	$	22,769	(82.0)

Weighted average shares outstanding - basic and diluted	33,246		19,852		67.5		24,415		19,842		23.0

Basic and diluted net loss/income per common share	$	(0.19)	$	0.49	(138.8)		$	0.17	$	1.15	(85.2)

Dividends paid per common share	$	0.12	$	0.12	—		$	0.36	$	0.36	—


	For the Three Months Ended September 30,												For the Three Months Ended
	2023						2022						September 30, 2023						June 30, 2023
	Average				Yield/		Average				Yield/		Average				Yield/		Average				Yield/
(Dollars in thousands)	Balance		Interest		Rate		Balance		Interest		Rate		Balance		Interest		Rate		Balance		Interest		Rate
Earning assets
Loans (1), (2), (3)
Consumer real estate	$	1,141,707	$	14,548	5.06	%	$	743,227	$	7,990	4.27	%	$	1,141,707	$	14,548	5.06	%	$	946,545	$	10,876	4.61	%
Commercial real estate	2,831,569		40,536		5.68		1,201,785		13,668		4.51		2,831,569		40,536		5.68		1,292,406		15,620		4.85
Commercial	233,756		5,315		9.02		152,182		1,984		5.17		233,756		5,315		9.02		137,554		2,177		6.35
Consumer	332,486		4,183		4.99		209,891		2,146		4.06		332,486		4,183		4.99		323,798		3,983		4.93
State and political	929		10		4.27		1,504		15		3.96		929		10		4.27		900		8		3.57
Credit Cards	6,164		149		9.59		—		—		—		6,164		149		9.59		—		—		—
Other	16,137		201		4.94		18,690		157		3.87		16,137		201		4.94		8,741		116		5.37
Total Loans	4,562,748		64,942		5.65		2,327,279		25,960		4.43		4,562,748		64,942		5.65		2,709,944		32,780		4.85

Investment securities
Taxable	778,081		5,047		2.59		618,378		3,185		2.06		778,081		5,047		2.59		645,178		3,729		2.31
Tax-exempt (1)	663		34		20.51		—		—		—		663		34		20.51		664		6		5.42
Federal funds sold	7,533		92		4.85		—		—		—		7,533		92		4.85		—		—		—
Interest-bearing deposits	55,547		1,213		8.66		264,576		1,466		2.20		55,547		1,213		8.66		13,397		170		5.09
Total earning assets	5,404,572		71,328		5.24		3,210,233		30,611		3.78		5,404,572		71,328		5.24		3,369,183		36,685		4.37
Cash and due from banks	51,714						31,724						51,714						29,923
Other assets	501,545						218,163						501,545						225,935
Allowance for credit losses	(46,700)						(15,755)						(46,700)						(28,730)
Total assets	$	5,911,131					$	3,444,365					$	5,911,131					$	3,596,311


	For the Three Months Ended September 30,												For the Three Months Ended
	2023						2022						September 30, 2023						June 30, 2023
	Average				Yield/		Average				Yield/		Average				Yield/		Average				Yield/
(Dollars in thousands)	Balance		Interest		Rate		Balance		Interest		Rate		Balance		Interest		Rate		Balance		Interest		Rate

Interest-bearing liabilities
Demand deposits	$	1,056,956	$	6,659	2.50	%	$	646,399	$	1,070	0.66	%	$	1,056,956	$	6,659	2.50	%	$	685,674	$	3,913	2.29	%
Money market and savings deposits	1,572,920		6,810		1.72		1,034,580		907		0.35		1,572,920		6,810		1.72		907,068		2,526		1.12
Brokered deposits	98,649		1,225		4.93		—		—		—		98,649		1,225		4.93		—		—		—
Certificates of deposit $100,000 or more	706,642		6,272		3.52		222,697		308		0.55		706,642		6,272		3.52		312,367		2,337		3.00
Other time deposits	285,743		2,507		3.48		215,014		275		0.51		285,743		2,507		3.48		225,495		1,139		2.03
Interest-bearing deposits (4)	3,720,910		23,473		2.50		2,118,690		2,560		0.48		3,720,910		23,473		2.50		2,130,604		9,915		1.87

Advances from FHLB - short-term	70,348		692		3.90		—		—		—		70,348		692		3.90		261,797		3,449		5.28
Advances from FHLB - long-term	—		—		—		10,035		16		0.63		—		—		—		—		—		—
Subordinated debt and Guaranteed preferred beneficial interest in junior subordinated debentures ("TRUPS") (4)	71,907		1,461		8.06		42,953		685		6.33		71,907		1,461		8.06		43,185		776		7.21
Total interest-bearing liabilities	3,863,165		25,626		2.63		2,171,678		3,261		0.60		3,863,165		25,626		2.63		2,435,586		14,140		2.33
Noninterest-bearing deposits	1,345,976						893,968						1,345,976						778,058
Accrued expenses and other liabilities	27,057						21,336						27,057						19,442
Stockholders' equity	674,933						357,383						674,933						363,225
Total liabilities and stockholders' equity	$	5,911,131					$	3,444,365					$	5,911,131					$	3,596,311

Net interest income			$	45,702					$	27,350					$	45,702					$	22,545

Net interest spread					2.61	%					3.18	%					2.61	%					2.04	%
Net interest margin					3.35	%					3.38	%					3.35	%					2.68	%
Cost of Funds					1.95	%					0.42	%					1.95	%					1.76	%
Cost of Deposits					1.84	%					0.34	%					1.84	%					1.37	%
Cost of Debt					6.00	%					5.25	%					6.00	%					5.56	%


	For the Nine Months Ended September 30,
	2023						2022
	Average				Yield/		Average				Yield/
(Dollars in thousands)	Balance		Interest		Rate		Balance		Interest		Rate
Earning assets
Loans (1), (2), (3)
Consumer real estate	$	990,970	$	35,929	4.85	%	$	660,611	$	23,491	4.75	%
Commercial real estate	1,806,983		71,328		5.28		1,161,237		36,706		4.23
Commercial	171,702		9,312		7.25		210,192		5,863		3.73
Consumer	318,066		11,440		4.81		179,054		4,957		3.70
State and political	936		27		3.86		1,791		53		3.96
Credit Cards	2,077		149		9.59		—		—		—
Other	11,192		400		4.78		22,207		505		2.90

Total Loans	3,301,926		128,585		5.21		2,235,092		71,575		4.28

Investment securities
Taxable	692,718		12,840		2.47		565,535		7,562		1.79
Tax-exempt (1)	664		52		10.44		—		—		—
Federal funds sold	2,539		92		4.84		—		—		—
Interest-bearing deposits	27,750		1,546		7.45		424,790		2,546		0.80
Total earning assets	4,025,597		143,115		4.75		3,225,417		81,683		3.39
Cash and due from banks	36,831						14,383
Other assets	319,513						222,236
Allowance for credit losses	(35,206)						(15,095)
Total assets	$	4,346,735					$	3,446,941

Interest-bearing liabilities
Demand deposits	$	813,834	$	13,808	2.27	%	$	627,213	$	1,652	0.35	%
Money market and savings deposits	1,163,595		11,709		1.35		1,046,230		2,027		0.26
Brokered deposits	33,244		1,225		4.93		—		—		—
Certificates of deposit $100,000 or more	421,852		9,685		3.07		247,635		931		0.50
Other time deposits	239,834		4,241		2.36		204,283		819		0.54
Interest-bearing deposits (4)	2,672,359		40,668		2.03		2,125,361		5,429		0.34
Securities sold under retail repurchase agreements and federal funds purchased	—		—		—		913		2		0.29
Advances from FHLB - short-term	148,546		5,501		4.95		—		—		—
Advances from FHLB - long-term	—		—		—		10,075		45		0.60
Subordinated debt and Guaranteed preferred beneficial interest in junior subordinated debentures ("TRUPS") (4)	52,839		2,992		7.57		42,878		1,731		5.40
Total interest-bearing liabilities	2,873,744		49,161		2.29		2,179,227		7,207		0.44
Noninterest-bearing deposits	983,325						891,233
Accrued expenses and other liabilities	22,073						21,932
Stockholders' equity	467,593						354,549
Total liabilities and stockholders' equity	$	4,346,735					$	3,446,941

Net interest income			$	93,954					$	74,476

Net interest spread					2.46	%					2.95	%
Net interest margin					3.12	%					3.09	%
Cost of Funds					1.70	%					0.31	%
Cost of Deposits					1.49	%					0.24	%
Cost of Debt					5.64	%					4.48	%


	3rd Quarter		2nd Quarter		1st Quarter		4th Quarter		3rd Quarter		9/30/2023		9/30/2023
	2023		2023		2023		2022		2022		compared to		compared to
(Dollars in thousands, except per share data)	Q3 2023		Q2 2023		Q1 2023		Q4 2022		Q3 2022		Q2 2023		Q3 2022
PROFITABILITY FOR THE PERIOD
Taxable-equivalent net interest income	$	45,702	$	22,545	$	25,705	$	26,981	$	27,350	102.7	%	67.1	%
Less: Taxable-equivalent adjustment	80		51		41		38		35		56.9		128.6
Net interest income	45,622		22,494		25,664		26,943		27,315		102.8		67.0
Provision for credit losses	28,176		667		1,213		450		675		4124.3		4074.2
Noninterest income	18,337		5,294		5,334		5,862		5,344		246.4		243.1
Noninterest expense	47,158		21,608		20,893		21,000		18,899		118.2		149.5
(Loss)/income before income taxes	(11,375)		5,513		8,892		11,355		13,085		(306.3)		(186.9)
Income tax (benefit)/expense	(4,991)		1,495		2,435		2,948		3,427		(433.8)		(245.6)
Net (loss) income	$	(6,384)	$	4,018	$	6,457	$	8,407	$	9,658	(258.9)		(166.1)

Return on average assets	(0.43)%		0.45%		0.75%		0.97%		1.11%		(88)	bp	(154)	bp
Return on average assets excluding amortization of intangibles and merger related expenses - Non-GAAP	0.23		0.59		0.84		1.09		1.17		(36)		(94)
Return on average equity	(3.75)		4.49		7.25		9.22		10.72		(824)		(1,447)
Return on average tangible equity - Non-GAAP (1), (2)	2.44		7.16		10.09		12.83		13.98		(472)		(1,154)
Net interest margin	3.35		2.68		3.18		3.35		3.38		67		(3)
Efficiency ratio - GAAP	73.73		77.76		67.40		64.01		57.87		(403)		1,586
Efficiency ratio - Non-GAAP (1)	44.80		71.75		63.67		59.59		55.79		(2,695)		(1,099)

PER SHARE DATA
Basic and diluted net income per common share	$	(0.19)	$	0.20	$	0.32	$	0.42	$	0.49	(195.0)	%	(138.8)	%

Dividends paid per common share	0.12		0.12		0.12		0.12		0.12		—		—
Book value per common share at period end	15.24		18.24		18.17		18.34		17.99		(16.4)		(15.3)
Tangible book value per common share at period end - Non-GAAP (1)	11.80		14.83		14.74		14.87		14.50		(20.4)		(18.6)
Market value at period end	10.52		11.56		14.28		17.43		17.32		(9.0)		(39.3)
Market range:
High	13.37		14.45		18.15		20.85		20.50		(7.5)		(34.8)
Low	10.27		10.65		14.00		17.04		17.29		(3.6)		(40.6)


	3rd Quarter			2nd Quarter			1st Quarter			4th Quarter			3rd Quarter			9/30/2023		9/30/2023
	2023			2023			2023			2022			2022			compared to		compared to
(Dollars in thousands, except per share data)	Q3 2023			Q2 2023			Q1 2023			Q4 2022			Q3 2022			Q2 2023		Q3 2022

AVERAGE BALANCE SHEET DATA
Loans	$	4,562,748		$	2,709,944		$	2,611,644		$	2,467,324		$	2,327,279		68.37	%	96.06	%
Investment securities	778,744			645,842			654,193			661,968			618,378			20.58		25.93
Earning assets	5,404,572			3,369,183			3,279,686			3,206,591			3,210,233			60.41		68.35
Assets	5,911,131			3,596,311			3,506,336			3,441,079			3,444,365			64.37		71.62
Deposits	5,066,886			2,908,662			2,968,448			3,006,734			3,012,658			74.20		68.19
Short-term FHLB advances	70,348			261,797			113,972			7,391			—			(73.13)		100.00
Stockholders' equity	674,933			363,225			361,174			361,623			357,383			85.82		88.85

CREDIT QUALITY DATA
Net charge offs/(recoveries)	$	1,449		$	50		$	20		$	84		$	(119)		2798.00	%	1317.65	%

Nonaccrual loans	$	8,982		$	3,481		$	1,894		$	1,908		$	1,949		158.03		360.85
Loans 90 days past due and still accruing	2,149			1,065			611			1,841			644			101.78		233.70
Other real estate owned	179			179			179			197			197			—		(9.14)
Total nonperforming assets	$	11,310		$	4,725		$	2,684		$	3,946		$	2,790		139.37		305.38

CAPITAL AND CREDIT QUALITY RATIOS
Period-end equity to assets	8.84		%	9.97		%	10.18		%	10.48		%	10.36		%	(113)	bp	(152)	bp
Period-end tangible equity to tangible assets - Non-GAAP (1)	7.00			8.26			8.41			8.67			8.52			(126)		(152)

Annualized net charge-offs (recoveries) to average loans	0.13			0.01			—			0.01			(0.02)			12		15

Allowance for credit losses as a percent of:
Period-end loans (3)	1.24			1.05			1.07			0.65			0.68			19		56
Period-end loans (4)	1.24			1.05			1.07			0.78			0.84			19		40
Nonaccrual loans	635.17			833.50			1502.85			872.27			835.15			(19,833)		(19,998)
Nonperforming assets	504.43			614.05			1060.51			421.77			583.41			(10,962)		(7,898)

As a percent of total loans:
Nonaccrual loans	0.19			0.13			0.07			0.07			0.08			6		11

As a percent of total loans+other real estate owned:
Nonperforming assets	0.24			0.17			0.10			0.15			0.12			7		12

As a percent of total assets:
Nonaccrual loans	0.16			0.10			0.05			0.05			0.06			6		10
Nonperforming assets	0.20			0.13			0.08			0.11			0.08			7		12


											9/30/2023		9/30/2023
											compared to		compared to
(In thousands, except per share data)	Q3 2023		Q2 2023		Q1 2023		Q4 2022		Q3 2022		Q2 2023		Q3 2022

INTEREST INCOME
Interest and fees on loans	$	64,869	$	32,729	$	30,828	$	27,664	$	25,924	98.2	%	150.2	%
Interest on investment securities:
Taxable	5,047		3,729		4,064		3,945		3,186		35.3		58.4
Tax-exempt	27		5		7		6		—		440.0		—
Interest on federal funds sold	92		—		—		—		—		—		—
Interest on deposits with other banks	1,213		170		163		664		1,466		613.5		(17.3)
Total interest income	$	71,248	$	36,633	$	35,062	$	32,279	$	30,576	94.5		133.0

INTEREST EXPENSE
Interest on deposits	23,473		9,914		7,281		4,554		2,561		136.8		816.6
Interest on short-term borrowings	692		3,449		1,361		72		—		(79.9)		—
Interest on long-term borrowings	1,461		776		756		710		700		88.3		108.7
Total interest expense	25,626		14,139		9,398		5,336		3,261		81.2		685.8

NET INTEREST INCOME	45,622		22,494		25,664		26,943		27,315		102.8		67.0
Provision for credit losses	28,176		667		1,213		450		675		4124.3		4074.2

NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES	17,446		21,827		24,451		26,493		26,640		(20.1)		(34.5)

NONINTEREST INCOME
Service charges on deposit accounts	1,505		1,264		1,213		1,346		1,509		19.1		(0.3)
Trust and investment fee income	1,933		399		432		401		421		384.5		359.1
Loss on sales and calls of investment securities	(2,166)		—		—		—		—		—		—
Interchange credits	1,557		1,311		1,212		1,280		1,241		18.8		25.5
Mortgage-banking revenue	1,377		1,054		977		1,567		680		30.6		102.5
Title Company revenue	89		186		137		194		397		(52.2)		(77.6)
Bargain purchase gain	12,169		—		—		—		—		—		—
Other noninterest income	1,873		1,080		1,363		1,074		1,096		73.4		70.9
Total noninterest income	18,337		5,294		5,334		5,862		5,344		246.4		243.1


											9/30/2023		9/30/2023
											compared to		compared to
(In thousands, except per share data)	Q3 2023		Q2 2023		Q1 2023		Q4 2022		Q3 2022		Q2 2023		Q3 2022

NONINTEREST EXPENSE
Salaries and wages	$	14,183	$	8,955	$	8,684	$	8,909	$	8,562	58.4	%	65.7	%
Employee benefits	3,607		2,440		2,921		2,786		2,191		47.8		64.6
Occupancy expense	2,245		1,599		1,619		1,694		1,496		40.4		50.1
Furniture and equipment expense	750		477		534		648		533		57.2		40.7
Data processing	2,485		1,739		1,798		1,856		1,759		42.9		41.3
Directors' fees	295		185		250		222		217		59.5		35.9
Amortization of intangible assets	2,634		435		441		460		499		505.5		427.9
FDIC insurance premium expense	618		758		371		315		339		(18.5)		82.3
Other real estate owned expenses, net	2		—		(1)		13		1		—		100.0
Legal and professional fees	1,217		959		750		636		756		26.9		61.0
Merger related expenses	14,866		1,197		691		967		159		1141.9		9249.7
Other noninterest expenses	4,256		2,864		2,835		2,494		2,387		48.6		78.3
Total noninterest expense	47,158		21,608		20,893		21,000		18,899		118.2		149.5

(Loss)/Income before income taxes	(11,375)		5,513		8,892		11,355		13,085		(306.3)		(186.9)
Income tax (benefit)/expense	(4,991)		1,495		2,435		2,948		3,427		(433.8)		(245.6)
NET (LOSS)/INCOME	$	(6,384)	$	4,018	$	6,457	$	8,407	$	9,658	(258.9)		(166.1)

Weighted average shares outstanding - basic and diluted	33,246		19,903		19,886		19,862		19,852		67.0		67.5

Basic and diluted net (loss)/ income per common share	$	(0.19)	$	0.20	$	0.32	$	0.42	$	0.49	(195.0)		(138.8)

Dividends paid per common share	0.12		0.12		0.12		0.12		0.12		—		—



	Q3 2023						Q2 2023						Q1 2023						Q4 2022						Q3 2022
	Average				Yield/		Average				Yield/		Average				Yield/		Average				Yield/		Average				Yield/
(Dollars in thousands)	balance		Interest		rate		balance		Interest		rate		balance		Interest		rate		balance		Interest		rate		balance		Interest		rate
Earning assets
Loans (1), (2), (3)
Consumer real estate	$	1,141,707	$	14,548	5.06	%	$	946,545	$	10,876	4.61	%	$	881,799	$	10,507	4.83	%	$	813,673	$	7,911	3.86	%	$	743,227	$	7,990	4.27	%
Commercial real estate	2,831,569		40,536		5.68		1,292,406		15,620		4.85		1,279,923		15,173		4.81		1,246,966		15,114		4.81		1,201,785		13,668		4.51
Commercial	233,756		5,315		9.02		137,554		2,177		6.35		142,797		1,819		5.17		149,068		1,966		5.23		152,182		1,984		5.17
Consumer	332,486		4,183		4.99		323,798		3,983		4.93		297,528		3,274		4.46		244,471		2,602		4.22		209,891		2,146		4.06
State and political	929		10		4.27		900		8		3.57		978		9		3.73		1,084		11		4.03		1,504		15		3.96
Credit Cards	6,164		149		9.59		—		—		—		—		—		—		—		—		—		—		—		—
Other	16,137		201		4.94		8,741		116		5.37		8,619		83		3.91		12,062		96		3.16		18,690		159		3.42
Total Loans	4,562,748		64,942		5.65		2,709,944		32,780		4.85		2,611,644		30,865		4.79		2,467,324		27,700		4.45		2,327,279		25,962		4.43

Investment securities
Taxable	778,081		5,047		2.59		645,178		3,729		2.31		653,527		4,064		2.49		661,519		3,945		2.39		618,378		3,185		2.06
Tax-exempt (1)	663		34		20.51		664		6		5.42		666		9		5.41		449		7		6.24		—		—		—
Federal funds sold	7,533		92		4.85		—		—		—		—		—		—		—		—		—		—		—		—
Interest-bearing deposits	55,547		1,213		8.66		13,397		170		5.09		13,849		163		4.77		77,299		664		3.40		264,576		1,466		2.20
Total earning assets	5,404,572		71,328		5.24		3,369,183		36,685		4.37		3,279,686		35,101		4.34		3,206,591		32,316		4.00		3,210,233		30,613		3.78
Cash and due from banks	51,714						29,923						28,602						29,358						31,724
Other assets	501,545						225,935						228,054						221,599						218,163
Allowance for credit losses	(46,700)						(28,730)						(30,006)						(16,469)						(15,755)
Total assets	$	5,911,131					$	3,596,311					$	3,506,336					$	3,441,079					$	3,444,365



	Q3 2023						Q2 2023						Q1 2023						Q4 2022						Q3 2022
	Average				Yield/		Average				Yield/		Average				Yield/		Average				Yield/		Average				Yield/
(Dollars in thousands)	balance		Interest		rate		balance		Interest		rate		balance		Interest		rate		balance		Interest		rate		balance		Interest		rate

Interest-bearing liabilities
Demand deposits	$	1,056,956	$	6,659	2.50	%	$	685,674	$	3,913	2.29	%	$	694,894	$	3,236	1.89	%	$	670,424	$	2,217	1.31	%	$	646,399	$	1,070	0.66	%
Money market and savings deposits	1,572,920		6,810		1.72		907,068		2,526		1.12		1,004,553		2,373		0.96		1,043,076		1,581		0.60		1,034,580		907		0.35
Brokered deposits	98,649		1,225		4.93		—		—		—		—		—		—		—		—		—		—		—		—
Certificates of deposit $100,000 or more	706,642		6,272		3.52		312,367		2,337		3.00		241,436		1,076		1.81		217,051		433		0.79		222,697		308		0.55
Other time deposits	285,743		2,507		3.48		225,495		1,139		2.03		207,403		595		1.16		205,293		322		0.62		215,014		275		0.51
Interest-bearing deposits (4)	3,720,910		23,473		2.50		2,130,604		9,915		1.87		2,148,286		7,280		1.37		2,135,844		4,553		0.85		2,118,690		2,560		0.48

Advances from FHLB - short-term	70,348		692		3.90		261,797		3,449		5.28		113,972		1,361		4.84		7,391		72		3.86		—		—		—
Advances from FHLB - long-term	—		—		—		—		—		—		—		—		—		653		(11)		(6.08)		10,035		16		0.63
Subordinated debt and Guaranteed preferred beneficial interest in junior subordinated debentures ("TRUPS") (4)	71,907		1,461		8.06		43,185		776		7.21		43,108		756		7.11		43,031		720		6.64		42,953		686		6.33
Total interest-bearing liabilities	3,863,165		25,626		2.63		2,435,586		14,140		2.33		2,305,366		9,397		1.65		2,186,919		5,334		0.96		2,171,678		3,262		0.60
Noninterest-bearing deposits	1,345,976						778,058						820,162						870,890						893,968
Accrued expenses and other liabilities	27,057						19,442						19,634						21,647						21,336
Stockholders' equity	674,933						363,225						361,174						361,623						357,383
Total liabilities and stockholders' equity	$	5,911,131					$	3,596,311					$	3,506,336					$	3,441,079					$	3,444,365

Net interest income			$	45,702					$	22,545					$	25,704					$	26,982					$	27,351

Net interest spread					2.61	%					2.04	%					2.68	%					3.04	%					3.18	%
Net interest margin					3.35	%					2.68	%					3.18	%					3.35	%					3.38	%
Cost of Funds					1.95	%					1.76	%					1.22	%					0.68	%					0.42	%
Cost of Deposits					1.84	%					1.37	%					0.99	%					0.60	%					0.34	%
Cost of Debt					6.00	%					5.56	%					5.47	%					6.07	%					5.25	%


																YTD			YTD
(In thousands, except per share data)	Q3 2023			Q2 2023			Q1 2023			Q4 2022			Q3 2022			9/30/2023			9/30/2022

The following reconciles return on average equity and return on average tangible equity (Note 1):
Net (loss) income	$	(6,384)		$	4,018		$	6,457		$	8,407		$	9,658		$	4,091		$	22,769
Net (loss) income - annualized (A)	$	(25,328)		$	16,295		$	26,187		$	33,354		$	38,317		$	5,470		$	30,442

Net (loss) income	$	(6,384)		$	4,018		$	6,457		$	8,407		$	9,658		$	4,091		$	22,769
Add: Amortization of intangible assets, net of tax	1,478			318			320			340			368			2,597			1,130
Add: Merger Expenses, net of tax	8,343			872			502			716			117			12,398			837
Net income, excluding net amortization of intangible assets and merger related expenses	$	3,437		$	5,208		$	7,279		$	9,463		$	10,143		$	19,086		$	24,736
Net income, excluding net amortization of intangible assets and merger related expenses - annualized (B)	$	13,636		$	21,121		$	29,520		$	37,543		$	40,245		$	25,518		$	33,072

Return on average assets excluding net amortization of intangible assets and merger related expenses - Non-GAAP	0.23		%	0.59		%	0.84		%	1.09		%	1.17		%	0.59		%	0.96		%

Average stockholders' equity (C)	$	674,933		$	363,225		$	361,174		$	361,623		$	357,383		$	467,593		$	354,549
Less: Average goodwill and other intangible assets	(115,604)			(68,172)			(68,607)			(69,077)			(69,558)			(84,300)			(70,104)
Average tangible equity (D)	$	559,329		$	295,053		$	292,567		$	292,546		$	287,825		$	383,293		$	284,445

Return on average equity (GAAP) (A)/(C)	(3.75)		%	4.49		%	7.25		%	9.22		%	10.72		%	1.17		%	8.59		%
Return on average tangible equity (Non-GAAP) (B)/(D)	2.44		%	7.16		%	10.09		%	12.83		%	13.98		%	6.66		%	11.63		%

The following reconciles GAAP efficiency ratio and non-GAAP efficiency ratio (Note 2):
Noninterest expense (E)	$	47,158		$	21,608		$	20,893		$	21,000		$	18,899		$	89,661		$	59,323
Less: Amortization of intangible assets	(2,634)			(435)			(441)			(460)			(499)			(3,510)			(1,528)
Less: Merger Expenses	(14,866)			(1,197)			(691)			(967)			(159)			(16,754)			(1,130)
Adjusted noninterest expense (F)	$	29,658		$	19,976		$	19,761		$	19,573		$	18,241		$	69,397		$	56,665

Net interest income (G)	$	45,622		$	22,494		$	25,664		$	26,943		$	27,315		$	93,782		$	74,359
Add: Taxable-equivalent adjustment	80			51			41			38			35			172			112
Taxable-equivalent net interest income (H)	$	45,702		$	22,545		$	25,705		$	26,981		$	27,350		$	93,954		$	74,471

Noninterest income (I)	$	18,337		$	5,294		$	5,334		$	5,862		$	5,344		$	28,966		$	17,224
Investment securities losses (gains)	2,166			—			—			—			—			2,166			—

Adjusted noninterest income (J)	$	20,503		$	5,294		$	5,334		$	5,862		$	5,344		$	31,132		$	17,224

Efficiency ratio (GAAP) (E)/(G)+(I)	73.73		%	77.76		%	67.40		%	64.01		%	57.87		%	73.04		%	64.78		%
Efficiency ratio (Non-GAAP) (F)/(H)+(J)	44.80		%	71.76		%	63.67		%	59.60		%	55.79		%	55.48		%	61.80		%


(In thousands, except per share data)	Q3 2023		Q2 2023		Q1 2023		Q4 2022		Q3 2022

The following reconciles book value per common share and tangible book value per common share (Note 1):
Stockholders' equity (K)	$	504,931	$	363,140	$	361,638	$	364,285	$	357,221
Less: Goodwill and other intangible assets	(113,951)		(67,937)		(68,372)		(68,813)		(69,288)
Tangible equity (L)	$	390,980	$	295,203	$	293,266	$	295,472	$	287,933

Shares outstanding (M)	33,136		19,907		19,898		19,865		19,858

Book value per common share (GAAP) (K)/(M)	$	15.24	$	18.24	$	18.17	$	18.34	$	17.99
Tangible book value per common share (Non-GAAP) (L)/(M)	$	11.80	$	14.83	$	14.74	$	14.87	$	14.50

The following reconciles equity to assets and tangible equity to tangible assets (Note 1):
Stockholders' equity (N)	$	504,931	$	363,140	$	361,638	$	364,285	$	357,221
Less: Goodwill and other intangible assets	(113,951)		(67,937)		(68,372)		(68,813)		(69,288)
Tangible equity (O)	$	390,980	$	295,203	$	293,266	$	295,472	$	287,933

Assets (P)	$	5,708,725	$	3,641,794	$	3,553,694	$	3,477,276	$	3,446,804
Less: Goodwill and other intangible assets	(113,951)		(67,937)		(68,372)		(68,813)		(69,288)
Tangible assets (Q)	$	5,594,774	$	3,573,857	$	3,485,322	$	3,408,463	$	3,377,516

Period-end equity/assets (GAAP) (N)/(P)	8.84%		9.97%		10.18%		10.48%		10.36%
Period-end tangible equity/tangible assets (Non-GAAP) (O)/(Q)	7.00%		8.26%		8.41%		8.67%		8.52%